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The committees are established by the Board of Directors and perform advisory and propositional functions in their respective fields.

Auditing and Risk Assessment Committee

Appointment

Appointed on February 16, 2016, with effective start date suspended until Trading Start Date.

Composition

All Committee members meet the requirements of independence specified by the Corporate Governance Code or qualification requirements for serving as non-executive director.

Name and surnameRole
Maria Cecilia La Manna Chairperson
Maurizio Cereda Vice Chairperson
Vincenzo Giannelli Member

Functions

The Auditing and Risk Assessment Committee supports the Board of Directors in matters related to assessments and decisions associated with internal auditing and risk management, as well as those associated with the approval of periodic financial reports.

Specifically, the Auditing and Risk Assessment Committee, in accordance with the provisions of the Corporate Governance Code:

a) Assesses, together with the Executive in Charge and with the approval of the External Auditor and the Board of Statutory Auditors, the correct application of accounting principles and their consistency for the purpose of preparing the consolidated financial statements;

b) Expresses opinions regarding specific aspects pertaining to the identification of the main corporate risks;

c) Examines periodic statements in order to assess the internal auditing system and risk management system, as well as others prepared by the internal auditing office;

d) Monitors the independence, adequacy, effectiveness and efficiency of the internal auditing office;

e) Requests the internal auditing office to check specific operational areas, while informing at the same time the Chairman of the Board of Statutory Auditors;

f) Reports to the Board of Directors, at least every six months upon approval of annual and mid-year financial statements, about its activities as well as about the state of internal auditing and risk management;

g) Supports, with adequate preliminary studies, the Board of Directors in its assessments and decisions related to risk management of detrimental issues brought to the attention of the Board of Directors.

  

Appointments and Remuneration Committee

Appointment

Appointed on 16 February 2016, with effective start date suspended until Trading Start Date.

Composition

All Committee members meet the requirements of independence specified by the Corporate Governance Code or qualification requirements for serving as non-executive administrators. Current members are:

Name and surname
Role
Vincenzo Giannelli Chairperson
Maria Cecila La Manna Vice Chairperson
Riccardo Pinza Member

Functions

The Appointments and Remuneration Committee performs the following tasks related to appointments:

a) Deliver opinions to the Board of Directors regarding its size and composition and present recommendations regarding professional figures whose presence on the Board would be welcomed;

b) Present recommendations to the Board of Directors regarding the maximum number of director or auditor positions in other companies listed in regulated markets (also international), in financial companies, banks, insurance companies or large companies that may be considered compatible with the roles of Issuer's directors, taking into account that directors take part in committees established within the Board of Directors;

c) Present recommendations to the Board of Directors in matters related to any problems that might arise due to the non-competition clause, Article 2390 of the Civil Code, as applied to directors, when the Company General Assembly, for organisational reasons, has authorised, in general and in advance, a waiver of the application of said clause;

d) Propose to the Board of Directors candidates for director jobs in cases of co-opting, when independent directors are to be replaced; and

e) Prepare a study that examines the plan for the succession of corporate executives, when the Board of Directors decides to adopt such a plan.

The Appointments and Remuneration Committee performs also the following tasks related to remuneration:

a) Prepare for the Board of Directors proposals regarding a policy for remuneration of directors and key management personnel with strategic responsibilities;

b) Periodically assess the state, overall consistency and actual enforcement of the policy for the remuneration of directors and of key management personnel, making use regarding the latter of information provided by executive officers;

c) Present proposals or express opinions to the Board of Directors regarding the remuneration of executive officers and of other directors who perform special duties, as well as regarding the establishment of performance goals associated with variable remuneration metrics, and monitor the implementation of decisions made by the Board of Directors by verifying, in particular, the actual achievement of performance goals.

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