Committees of the Board of Directors, established by the Board, perform important consultative and proposing functions.
On May 11, 2023, the Board of Directors established the following internal Committees:
The Control and Risk Committee comprises four non-executive independent directors:
In particular, the Directors Vermeir, Dittmeier and Seganti have been identified by the Board as members "with adequate knowledge and experience in accounting, finance or risk management", required by the Code of Corporate Governance (Recommendation 35). The Chairman of the Committee was elected from the minority list presented by Italian and foreign institutional investors.
The Committee supports the Board of Directors’ assessments and decisions relating to the Internal Control and Risk Management System and the approval of periodical financial and non-financial /mandatory sustainability reports. The Committee supports the Board with preparatory work, following which it formulates assessments and/or opinions to the Board.
For a more detailed description of the Committee's duties, please refer to Article 11.1 of the Rules of the Board of Directors and of its Committees.
The Remuneration Committee consists of three non-executive independent directors:
In particular, the Directors Belcredi and Vermeir have been identified by the Board as members "with adequate knowledge and experience in financial matters or remuneration policies", required by the Code of Corporate Governance (Recommendation 26).
The Committee supports the Board of Directors’ assessments and decisions regarding remuneration policies.
For a more detailed description of the Committee's duties, please refer to Article 11.2 of the Rules of the Board of Directors and of its Committees.
The Nomination Committee consists of three non-executive independent directors:
The Committee supports the Board of Directors in the assessments and decisions regarding appointments, succession plan, the optimal composition of the Board of Directors and of the Directors’ requirements.
For a more detailed description of the Committee's duties, please refer to Article 11.3 of the Rules of the Board of Directors and of its Committees.
The Sustainability and Scenarios Committee consists of three non-executive directors, mostly independent:
The Committee, established in 2014 by the Board of Directors, assists and supports the Board’s assessments and decisions regarding scenarios and sustainability issues, meaning the processes, initiatives and activities aimed at ensuring the Company’s commitment to sustainable development along the value chain, with specific reference to: climate transition and technological innovation; access to energy and energy sustainability; environment and energy efficiency; local development, in particular economic diversification, health, well-being and safety of people and communities; respect for and protection of rights, especially human rights; integrity and transparency; Diversity and Inclusion.
For a more detailed description of the Committee's duties, please refer to Article 11.4 of the Rules of the Board of Directors and of its Committees.