The Corporate Governance Committee and Scenarios

The Corporate Governance Committee and Scenarios consists of four members and has the task of assisting the Board of Directors by fulfilling a preparatory, consultative and advisory role in assessments and decision-making processes with regard to the Corporate Governance, the Corporate Social Responsibility of the Company and the Group and the review of scenarios envisaged in the preparation of the Strategic Plan. Specifically, the Committee has the following duties:

 

a) monitoring the development of national and international laws and best practices in relation to corporate governance and updating the Board of Directors in the event of any significant changes thereto;

 

b) checking the compliance of the Company’s and the Group’s corporate governance system with the law, with the recommendations contained in the Corporate Governance Code and with national and international best practices;

 

c) formulating proposals to the Board of Directors for improvements to the aforementioned corporate governance system, where it deems these to be either necessary or appropriate;

 

d) preparing a Board Review, submitting proposals to the Board of Directors regarding the appointment of a specialist company to carry it out, identifying the issues that should be the subject matter of the review and defining the methods and time frames for the procedure;

 

e) examining in advance the annual report on corporate governance to be published contemporaneously with the financial statements;

 

f) assessing the suitability of commitments undertaken in relation to themes of Corporate Social Responsibility; examining the general presentation of the sustainability report, the manner in which its contents are conveyed, in addition to the completeness and transparency of the information it discloses as regards Corporate Social Responsibility; issuing, in this regard, an advance opinion to the Board of Directors convened to approve said document; monitoring the Company’s positioning on the financial markets in relation to sustainability issues, with particular reference to its participation in the main sustainability indices;

 

g) making recommendations to the Board of Directors regarding the maximum number of board memberships a Company Director may hold on the administration and control bodies of other companies listed on regulated markets, finance, banking and insurance companies or, at any rate, companies of significant dimensions, which can be considered compatible with the efficient performance of his/her duties as a Director of the Company;

 

h) carrying out an analysis to ascertain whether Directors meet the requirements of independence and honourability;

 

i) making recommendations to the Board of Directors vis-à-vis any problematic circumstances arising in relation to application of the Director’s non-competition obligation pursuant to article 2390 of the Italian Civil Code, in cases where, for reasons of an organisational nature, the Shareholders have authorised a general, advance waiver of said obligation;

 

j) formulating opinions to the Board of Directors regarding the size and composition of the Committee itself, and making recommendations on the professional profiles whose presence on the Board is deemed to be expedient;

 

k) reviewing scenarios for the preparation of the Company’s Strategic Plan, expressing an opinion to the Board of Directors.

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