Committees
Role and composition
Remuneration and Appointment Committee
In line with that expressed in the Corporate Governance Code for listed companies, the functions of Appointment and Remuneration have been grouped into one committee. The Remuneration and Appointment Committee is entirely composed of independent, non-executive directors.
It is particularly tasked with the job of supporting the Board of Directors, providing interrogation, consultancy, and proposals for the general policies of directorial and management remuneration. They must also monitor relevant policies with reference to the appointment and composition of the Board of Directors.
Composition
The current Committee is composed of the following:
- Umberto Mosetti - Chairperson
- Romano Ciccone
- Barbara Morgante
Functions
In terms of remuneration, the Committee must assist the Board of Directors, in particular with the elaboration of Remumeration Policy and in monitoring its concrete application and evaluation. They must also present proposals and express opinions on the remuneration of the Chief Executive Officer and the General Director, and of other managers with particular responsibilities.
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In terms of appointment, the Committee must aid the Board of Directors, in particular in the formulation of guidelines to be expressed to shareholders on the qualitative and quantitative composition of the council body in terms of its renewal, succession plans, and eventual co-optation.
Control, Risks and Sustainability Committee
In accordance with the Corporate Governance Code for listed companies, the Control, Risks and Sustainability Committee is composed entirely of non-executive and independent directors. Its principal task is to support the Board of Directors, providing interrogation, consultancy, and proposals particularly relating to the direction of internal auditing and risk management systems, the evaluation of the efficiency and effectiveness of the system, drafting financial and non-financial reports, and sustainability policies.
The Committee also carries out the function of committee for Related-Party Transactions, in compliance with Regulation CONSOB n.17221 of 12 March 2010 and s.m.i., as well as acting as committee for the Procedure of Related-Party Transactions adopted by the company.
Composition
The current Committee is composed of the following:
- Paola Tagliavini - Chairperson
- Alessandra Costanzo
- Gian Luca Petrillo
All members of the Committee have been assessed as having adequate knowledge and experience in accounting and finance or in terms of risk management, and the Committee, in its entirety, is sufficiently competent in the sector in which the Company operates, in terms of evaluating relevant risks.
Functions
The functions of the Committee, in relation to the Internal Auditing and Risk Management Systems (IARMS) and to Sustainability, include, but are not limited to:
- evaluating, referring to the Manager in charge of drafting company finance documents, the Auditing Firm and the Board of Auditors, as well as the correct use of accounting policies;
- evaluating the suitability of periodic information, both financial and non-financial, in representing the Company’s business model, as well as examining any content relevant to the IARMS;
- expressing opinions on specific aspects inherent to the identification of the main company risks;
- monitoring the autonomy, sufficiency, efficiency, and effectiveness of the Company Audit Function, examining the relevant periodic reports;
- referring to the Board of Directors, at least occasionally, for the approval of the Annual and Six-Monthly Financial Reports, on the business carried out, and on the sufficiency of the IARMS;
- examining and evaluating the direction and general objectives of the Company’s policies relating to Sustainability, periodically examining the implementation of related companies;
- monitoring the position of the Company and its main initiatives in relation to Sustainability.
In terms of Sustainability, the Committee carries out interrogatory tasks in relation to defining company policies and multi-year company planning, as well as those relating to coherence with the Industrial Plan and any environmental, social, governance, and innovation topics – both regarding monitoring and their relative application.
Tasks attributed to the Committee for Related-Party Transaction Procedures adopted by the Company:
- the formulation of preventative opinions in relation to the Company’s adoption of procedural measures which govern related-party transactions as well as their relative modifications;
- the expression of preventative opinions in the interest of fulfilling related-party transactions, as well as the convenience and fairness of their relative conditions and, in case of large transactions, the prompt involvement (also able to delegate, to this end, one or more members) in the negotiation or interrogatory phases through the receipt of a total informational flux. This is updated, with the potential to request information and formulate observations on the delegated members as well as individuals tasked with conducting negotiations or interrogations.
