INTERNAL COMMITTEES
In order to ensure meaningful protection for all categories of shareholders in relation to major business decisions, the Board of Directors has established five specific Committee within itself, having consultative and advisory functions, their tasks being specified in accordance with the criteria set out in the prevailing Code of Corporate Governance: the Management Committee, the Appointments and Corporate Governance Committee, the Remuneration Committee, the Internal Auditing Committee and the Committee for Corporate Social Responsibility / Ethics Committee.
The Management Committee
The Management Committee is composed of the Chairman of the Board of Directors, Vice Chairman, the Chief Executive Officer and other Board members appointed by the Board of Directors.
The Management Committee has consultative functions and supports the production of development policies and guidelines for strategic and operational plans to put before the Board of Directors.
The Appointments and Corporate Governance Committee
The Appointment Committee ensures that the Board members have an adequate level of independence from management, fulfilling an advisory and consultative role in identifying the optimal composition of the Board of Directors.
The Remuneration Committee
The Remuneration Committee has the task of formulating proposals to the Board of Directors for the remuneration to be paid to the Chief Executive Officer, to the Chairman and to managers in the Group who fulfil particular duties. In addition, based on information supplied by the CEO, it sets out the general criteria for the remuneration of managers, notwithstanding the remit of the CEO to define policies and the level of remuneration for Senior Management.
The Internal Auditing Committee
The Internal Auditing Committee performs advisory, consultative, and informative functions for the Board of Directors and supports the Administrative Body in relation to assessments and decisions relating to the internal control system, to the approval of periodic accounting documents and to relations with the external auditors.
The Committee for Corporate Social Responsibility / Ethics Committee
The Committee for Corporate Social Responsibility exercises informative, advisory and consultative functions. In particular, it scrutinises the draft and the drafting methods for the Social Report, for subsequent submission for approval to the Board of Directors and highlights the necessary link between the Social Report, the Code of Ethics and the Group Mission, through updates on the main activities which are prerequisite to full achievement of the corporate goals and by periodic inspection of the main areas requiring attention.
Composition of Internal Committees