Committees

The Control and Risks Committee consists of five non-executive directors, including four independent directors. Its task is to support, via appropriate investigations, the assessments and decisions of the Board of Directors regarding the adequacy of the internal control and risk management system, the definition of related guidelines, as well as the approval of the periodic financial reports.

The Control and Risks Committee also assists the BofD – together with the competent department and having heard the external auditor and the Board of Statutory Auditors – in evaluating the proper utilisation of the reporting Standards used to draw up the consolidated Non-financial Statement and, insofar as concerns the matters falling within its competence, oversees the adequacy and effective implementation of the Code of Ethics.

The Committee coordinates its own activities with those of the Director in charge of the Internal Control and Risk Management System, the Board of Statuary Auditors, the external audit firm, the Head of Internal Audit and the Manager responsible for preparing the company’s financial reports.

The Committee, comprising four non-executive directors, all independent directors, prepares opinions for the Board of Directors concerning the Board’s composition (dimension, suitability of competences, compatibility of duties) and proposes the remuneration policy for directors and managers with strategic responsibilities, supporting medium-long term sustainability and balance between the fixed and variable portion of remuneration. The Committee also monitors compliance with the BoD's criteria and decisions regarding the remuneration policy.

The Ethics, Sustainability and Inclusion Committee consists of five non-executive directors, all independent directors. It is a collegiate body with full, independent powers to act and control. It provides investigative and advisory support and puts forward proposals to the Board of Directors regarding corporate ethics and Environmental, Social and Governance topics (ESG) issues.

The Committee's main tasks are to:

• promote the integration of sustainability into the corporate strategy and culture and encourage its diffusion among employees, shareholders, users, customers and in general to all stakeholders
  
• supervise the sustainability issues associated with the performance of business activities and the dynamics of interaction with stakeholders, including with regard to the reports envisaged by Legislative Decree no.254/2016
  
• examine the guidelines set out in the Sustainability Plan and monitor implementation of the Plan, following approval by the Board of Directors
  
• monitor the adequacy and implementation of the Code of Ethics, insofar as within its sphere of competence
  
• promote diversity culture and combat discrimination in the company