Internal Board Committees
To support the work of the Board of Directors
On April 27, 2021, the Board of Directors, following its renewal, established two committees with proposal and advisory functions: the Control and Risks (and Related Parties) Committee and the Remuneration Committee, both composed of at least three Non-Executive Directors, with a majority of Independent Directors.
Control and Risks (and Related Parties) Committee
The Control and Risk (and Related Parties) Committee is composed of three directors, all of whom are Non-Executive Directors, of which two are Independent Directors, and a Chairperson chosen from among the directors who meet the independence requirements.
Donatella Sciuto
Chairman and lead independent Director
Annalisa Matilde Barbera
Non-Executive Director
Carlo Paris
lead independent Director
The Control and Risks Committee assists the Board of Directors on issues related to Internal Control and Risk Management by monitoring the adequacy of the Internal Control and Risk Management System. The Control and Risks Committee is also vested with oversight on sustainability and management of related party transactions in order to ensure effective transparency and compliance with the criteria of substantive and procedural fairness for related party transactions, in accordance with the provisions contained in the Company's Related Party Transactions Policy, as adopted by F.I.L.A, and with the Regulations adopted by the National Commission for Companies and the Stock Exchange (CONSOB) with Resolution No. 17221 of March 12, 2010 and in compliance with the principles contained in the Corporate Governance Code promoted by the Corporate Governance Committee established by Borsa Italiana S.p.A..
The role, composition and functioning of the Remuneration Committee is governed by a specific regulation approved by the Board of Directors on May 14, 2021.
The role, composition and functioning of the Remuneration Committee is governed by a specific regulation approved by the Board of Directors on May 14, 2021.
In addition to control and risk functions, the Control and Risks (and Related Parties) Committee has also been entrusted with related party transactions and sustainability functions, after coordination with the Sustainability Management Committee established by the company.
In particular:
In particular:
- with regard to related party transactions, the Committee carries out its activities with reference to both “less significant transactions" and "significant related party transactions " in accordance with the provisions contained in the RPT Policy to which reference is made. (non c’è il link da aggiungere)
- with regard to control and risk issues:
- assesses, together with the Executive Officer for Financial Reporting and having consulted with the independent audit firm and the Board of Statutory Auditors, the correct application of the accounting policies and their uniformity for the preparation of the consolidated financial statements;
- assesses the suitability of periodic financial and non-financial information to correctly represent the company's business model, strategies, impact of its activities and performance;
- examines the periodic non-financial information relevant to the Internal Control and Risk Management System;
- expresses opinions on specific aspects concerning the identification of the principal corporate risks;
- supports the assessments and decisions of the Board of Directors relating to the management of risks arising from prejudicial events of which the Board has become aware;
- examines the periodic reports and those of particular relevance prepared by the internal audit function;
- monitors the independence, adequacy, efficacy and efficiency of the Internal Audit department;
- may entrust the internal audit department with verifications on specific operational areas, simultaneously communicating such to the Chairperson of the Board of Statutory Auditors;
- reports, at least every six months, on the approval of the annual and half-year accounts, to the Board of Directors on the work carried out and on the adequacy of the Internal Control and Risk Management System.
- with regard to sustainability issues:
- promoting guidelines, to be submitted to the Board of Directors, which integrate sustainability into business processes, so as to create sustainable value over time for the shareholders and for all other stakeholders;
- disseminate a sustainable culture among employees, shareholders, customers and stakeholders in general;
- examines the environmental, economic and social impacts from business activity;
- express opinions concerning the annual and long-term sustainability objectives to be achieved with specific reference to the management of medium- and long-term related risks concerning the Company and its subsidiaries, so that they are correctly identified and adequately measured, managed and monitored; monitor the Company's positioning in the main sustainability indices; express opinions on the initiatives and programmes promoted by the Company or its subsidiaries in the field of corporate social responsibility and Health, Safety and Environment;
- on the indication of the Board of Directors, formulate opinions and proposals concerning specific issues of corporate social responsibility;
- review, before the Board of Directors, the sustainability reporting submitted annually to the Board of Directors;
- coordinate with the Remuneration Committee regarding the profiles involved in the integration of ESG objectives into the Remuneration Policy.
Remuneration Commitee
The Remuneration Committee is composed of three directors, all of whom are Non-Executive Directors, of which two are Independent Directors, and a Chairperson chosen from among the directors who meet the independence requirements.
Carlo Paris
Chairman and lead independent Director
Annalisa Matilde Barbera
Non-Executive Director
Giorgina Gallo
lead independent Director
The Remuneration Committee assists the Board of Directors in matters related to the Remuneration Policy applied by F.I.L.A.. The role, composition and functioning of the Remuneration Committee is governed by a specific regulation approved by the Board of Directors on May 14, 2021.
The Remuneration Committee:
- presents proposals or expresses opinions to the Board of Directors on the remuneration of the Executive Directors and Senior Directors in addition to establishing the performance objectives related to the variable component of this remuneration;
- monitors the application of the remuneration policy, verifying, in particular, the effective achievement of the performance objectives;
- periodically assesses the adequacy, overall consistency and application of the remuneration policy for Directors and Senior Managers.
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