The Board’s discussions and decisions are supported by the preparatory work performed by its Committees, which report to it on a regular basis. The remits of each Committee are described in detail in the Corporate Governance Report and in the Registration Document, updated on a yearly basis.

The Committees strictly act within the framework of the remits attributed by the Board. They actively prepare and submit proposals to it, without having any decision-making power.

Acting under the responsibility of the Board, the Audit Committee  is in charge of monitoring issues relating to the preparation and control of accounting and financial information, the efficiency of the Internal Control and risk management systems, the statutory audit of the annual and, where applicable, the consolidated accounts by the Statutory Auditors and finally the Statutory Auditors’ independence.

In agreement with the General Management, the Committee may also obtain information from people who are able to assist it in the performance of its mission, and in particular senior managers in charge of economic and financial issues and those in charge of information processing.

Chairman Massimo Prelz Oltramonti
Member Sabrina Maggio
Audrey Robat

The mission of the Remuneration Committee is to formulate proposals with regard in particular to the fixed and variable remuneration of the Corporate Officers and top management (i.e. Chairman of the Board, Chief Executive Officer, Executive Director, Chief Operating Officer, Chief Financial Officer); the total amount of the Board attendance fees to be submitted to the Annual General Meeting and the method of distribution of such fees; the implementation of long-term incentive plans such as, for example, those that could provide for the distribution of stock appreciation rights or for free grants of shares.

The Committee examines all the other components of the Human Resources policy such as, for example, labour relations, recruitment, diversity, talent management and fostering employee loyalty.

The Committee also makes sure that the rules of ethical conduct, as set out in the Ethics Charter, Practical Guide to Ethics and all Group’s ethics and compliance reference documents are widely disseminated, known and put into practice. Such documents define the Group’s fundamental ethical principles: respect for the law, honesty and integrity, loyalty and respect for the others.

 

Chairman Massimo Prelz Oltramonti
Member Jean Rappe