Information on the Board of Directors' Internal Committees
On 26 July 2017, the Company's Board of Directors, in compliance with the recommendations on corporate governance contained in the Corporate Governance Code, resolved to establish:
- a control and risk committee, pursuant to Article 7 of the Self-Regulatory Code, to which were assigned the relevant functions regarding Related Party Transactions that the Related Party Regulation attributes to committees made up, in whole or in majority, of independent directors ("Control and Risk and Related Party Transactions Committee");
- a Remuneration and Appointments Committee, pursuant to Articles 5 and 6 of the Self-Regulatory Code, by approving the rules of operation of the committee itself ("Remuneration and Appointments Committee"), effective as of the Trading Starting Date.
Based on what was discussed in the meeting of 3 May 2019, the Board of Directors resolved to appoint:
(i) Francesco Tombolini, Ramona Corti, Vincenzo Polidoro all in possession of the independence requirements indicated by the TUF and the Corporate Governance Code as well as adequate experience in accounting and finance or risk management, as members of the Control and Risk and Related Party Transactions Committee (and in particular Ramona Corti as Chairman);
(ii) Vincenzo Polidoro, Ramona Corti and Carolina Corno, all of whom meet the independence requirements set forth by the Consolidated Law on Finance and the Corporate Governance Code, as well as knowledge and experience in financial and accounting matters, as members of the Appointments and Remuneration Committee (and in particular, Vincenzo Polidoro as Chairman).
The Control and Risk Committee expresses its opinion on the internal control system, risk management and accounting information system. In its capacity as the Related Parties Committee, it also performs the functions provided for by the regulation containing provisions on transactions with related parties adopted by Consob with resolution no. 17221 of 12 March 2010 and subsequent amendments and additions, also taking into account the indications and guidelines for the application of the RPT Regulation provided by CONSOB with communication no. DEM/10078683 of 24 September 2010.
The Appointments and Remuneration Committee expresses its opinion on the determination of the remuneration of relevant offices and on personnel retention and incentive policies, supporting the Board of Directors in the process of appointing directors (e.g. in the case of co-optation), in the board evaluation process and in the definition of succession plans for top executive positions.
For further information on the committees, see the Prospectus on admission to trading on the electronic share market