COMMITTEES

The Board of Directors has established four internal board committees (the “Committees”) with investigative, propositional and advisory functions.

The composition, duties, procedures for convening and decision-making, conduct and recording of meetings, as well as the powers and tools of the Committees, are governed by specific regulations approved by the Board of Directors.

• All Committees are composed of four Directors, all non-executive and mostly independent. Furthermore, in accordance with the Corporate Governance Code: (i) the Control and Risk Committee as a whole possesses adequate expertise in the sector in which the Company operates, necessary to assess related risks, and at least one member of the Committee has suitable knowledge and experience in accounting and finance or risk management; (ii) at least one member of the Remuneration Committee has adequate knowledge and experience in financial matters or remuneration policies.

• The Chair of each Committee is appointed by the Board of Directors.

• The Secretary of the Board, or another person designated by him/her within the Legal Affairs Department, serves as Secretary of each Committee.

The Committees have the right to access the information and company functions necessary to carry out their duties and, for the fulfillment of these duties, may also engage, through the Company’s structures, external consultants, provided they are appropriately bound to the necessary confidentiality. Furthermore, if deemed necessary, the Committees may prepare an annual budget to be submitted to the Board of Directors.

The Control and Risk Committee performs preliminary, propositional and consultative functions whenever the Board is called on the make assessments or take decisions concerning the Company’s internal control and risk management system. In this context, the Committee, among other things, supports the Board when defining the guideline of the internal control and risk management system; examines the business plan of the Company and the Group; assesses the correct application of accounting standards and their uniformity for the purposes of drawing up periodic financial reports; examines the content of the Sustainability Report, relevant for the purposes of the internal control and risk management system. The Committee is also competent in the area of related-party transactions, except for the resolutions regarding remuneration matters.

When this Committee performs the functions of the Committee responsible for related party transactions in case of resolutions regarding remuneration matters, for the activities concerning related party transactions of greater importance, the non-executive and non-independent Director Simona Camerano will be substituted by the non-executive and independent Director Mariachiara Geronazzo.

The Remuneration Committee, among other things, assists the Board of Directors in drawing up the remuneration policy, monitoring its effective application; submits proposals and gives opinions to the Board of Directors on the remuneration of executive Directors and of other Directors who hold special offices. The Committee is also competent in the area of related-party transactions in case of resolutions regarding remuneration matters and concerning Directors and Executives with strategic responsibilities, in specific cases provided for by the Regulation on related party transactions adopted by the Company.

The Nomination and Corporate Governance Committee, among other things, assists the Board in the self-assessment activities of the Board and of its Committees; in identifying candidates for the office of director, where a director is appointed by co-optation; in drawing up guidelines on the maximum number of offices; in preparing, updating and implementing any succession plan for the CEO and the other executive Directors; in conducting preliminary assessments related to annual checks of Directors’ requirements; in conducting preliminary assessments regarding matters of corporate governance.

The Sustainability Committee, among other things, examines the adequacy of the Company’s sustainability policies in the light of its strategic guidelines; supports the Board by examining policies that impact on the environment, on the society or on dealings with all stakeholders; identifies and indicates to the Board, also in cooperation with the Control and Risk Committee, the specific financial and non-financial risks to the Company’s business represented by sustainability issues; examines the Sustainability Report prior to the Board; examines the strategic lines of the business plan.