Committees

These committees are formed within the Board of Directors and have defined tasks, including the constant monitoring of sensitive aspects of Company processes.

The activities of the Board of Directors are supported by the Audit and Risks Committee as well as by the Remuneration Committee.

The composition, tasks and functioning modalities of the Committees are illustrated and regulated by specific Regulations that are approved by the Board of Directors itself, in accordance with the specifications formulated by the Corporate Governance Code.

Audits and Risks Committee

It supports the Board of Directors in making evaluations and decisions concerning the Internal Audit and Risk Management System as well as the approval of financial reports.

The Audit & Risks Committee is appointed by the Board of Directors and works in collaboration with the latter in managing its tasks by exercising research, advisory and consulting functions.

Composition

The Audit & Risks Committee is currently composed of three directors:

  • Mauro Pisapia;
  • Raffaella Viscardi;
  • Nicola Iorio

Functions and power

The Audit & Risks Committee supports the activities of the Board of Directors by consulting on the following:

  • definition of guidelines for the Internal Audit  and Risk Management System in order to ensure the precise identification of Company risks and the consistency of Company management with the formulated strategic objectives;
  • evaluation of the efficacy of the adopted Internal Audit and Risk Management System;
  • approval of the work plan prepared by the Manager of the Internal Audit and Risk Management System;
  • overall evaluation of the Internal Audit and Risk Management System and its description within the annual Corporate Governance Report;
  • an evaluation of the results reported by the regulatory auditor in a potential letter of recommendations as well as in a report on any fundamental issues which emerged during the course of the regulatory audit

 

Remuneration Committee

It supports the Board of Directors in making evaluations and decisions concerning remuneration past and future policies that are applicable to directors and executive managers.

The Remuneration Committee is appointed by the Board of Directors and works in collaboration with the latter by exercising advisory and consulting functions for all decisions pertaining to remuneration policies.

Composition

The Audit & Risks Committee is currently composed of three directors:

  • Roberto Ruozi (Chairman);
  • Barbara Poggiali (Director);
  • Chiara Palmieri (Director);

Functions and powers

Exclusive functions of the Remuneration Committee are as follows:

  • periodical evaluation of the adequacy, consistency and overall application of the remuneration policy with respect to directors and executives with strategic responsibilities;
  • presentation of proposals and the formulation of advice to the Board of Directors on issues pertaining to the remuneration of executive directors, managing directors and the primary corporate offices as well as of the determination of performance objectives linked to the variable component of remuneration and the monitoring of effective compliance of relevant decisions adopted by the Board of Directors;
  • presentation of the Remuneration Report to the Board of Directors, subject to approval of the latter;
  • reporting of its activities to the Shareholders’ Meeting.

Related Parties Committee

Exercise the functions required by the applicable regulations and the "Procedure governing transactions with related parties" of the Company

The Committee for Transactions with Related Parties was established on a permanent basis in accordance with the effects of the new "Procedure governing transactions with related parties" adopted by the Company on March 27, 2014.

And 'it composed entirely of independent directors and is appointed by the Board of Directors.

Composition

Currently, the Committee for Related Party Transactions consists of the following directors:

  • Mauro Pisapia;
  • Raffaella Viscardi;
  • Chiara Palmieri

Functions and responsibilities

The responsibility of the Committee for Related Party Transactions, as an example, the following duties and powers:

● propose to the Board of Directors changes and/or additions to the "Procedure governing transactions with related parties" of the Company;

● expressing reasoned opinions are not binding on the Company and its subsidiaries in completing the transaction, and the convenience and substantial correctness of the relevant conditions;

● may request clarification and make comments to the executive bodies and parties appointed to conduct the negotiations or the transaction;

● may be assisted by one or more independent experts of their choice within the limits of the budget allocated by the Company.