The Board Committees
he Board’s discussions and decisions are assisted by the work performed by its Committees, which report to it after each of their meetings. The remits of each Committee are described in detail in the Registration Document, updated in this respect at the beginning of 2015. The Committees were again given responsibility by the Board for preparing its decisions in 2015. The Board’s Committees act strictly within the framework of the remits given to them by the Board. They prepare actively for its work and make proposals but they do not have any decision-making powers.
- Audit Committee
- The Audit Committee, acting under the responsibility of the members of the Board, is responsible for 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.
The Committee may also, in agreement with the General Management, 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 Sonia Levy-Odier Davide Peiretti
- Remuneration Committee
- The main missions of the Remuneration Committee are to make proposals with regard in particular to the fixed and variable remuneration of the Chairman of the Board, the Chief Executive Officer, the Executive Director, the Chief Operating Officer and the Chief Financial Officer; the total amount of the attendance fees to be submitted to the Annual General Meeting and their 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 options 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 Code of Business Ethics, and the Group’s strong values, such as respect and integrity, that must be widely disseminated, known and put into practice.
Chairman Massimo Prelz Oltramonti Member Cesare Maifredi Sonia Levy-Odier