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Internal committees

In order to effectively and promptly respond to the complexities of the market and guarantee significant safeguard of stakeholders’ interests, the B.o.D. has formed four committees which have been assigned an advisory and consulting role, each in relation to their specific responsibilities:

Internal committees

Appointments Committee

It was decided that the Board of Directors would fulfil the functions of the Appointments Committee, also in view of the fact that members of the Board of Directors are appointed by the shareholders through the list voting system during the shareholders' meeting.

  • The Executive Committee is called upon to provide an opinion, prior to presentation to the Board of Directors, on particularly important matters:

    • preparation of annual Business Plan,
    • preparation of Budget,
    • draft Financial Statements,
    • proposed appointments of first-level Executives.

    In addition, the Committee has a decision-making role on matters with financial and operating implications for amounts exceeding the limits set for the Chairman and the Managing Director.

  • The Remuneration Committee is responsible for:

    • making proposals to the Board of Directors regarding the compensation of the Chairman, the CEO and the General Managers as well as, based on guidance provided by the CEO, the adoption of general criteria for determining management's compensation;
    • reviewing from time to time the adequacy, overall consistency and implementation of the general policy adopted to compensate executive directors and General Managers.

    In performing its tasks, it may access information and company functions necessary to fulfill its duties.

  • The Ethics Committee and Sustainability is tasked with monitoring the diffusion and implementation of the principles of the Code of Ethics, opening investigations in case of reports of violations and disseminating the rules and functioning procedures of the Committee.

  • The Committee is responsible for supporting, with adequate research activities, the analyses and decisions of the Board of Directors on the internal control and risk management system and on the approval of the periodic financial reports.
    Therefore, it has consultative and proposal functions on the definition of policies on the internal control system and risk management, the work plan prepared by the Internal Audit department and, more generally, financial information.

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