In accordance with the Code (articles 7 and 8) and the provision contained in art. 19 of the Articles of Association, the Company has established as offshoots of the Board of Directors:
- a Compensation Committee; and
- an Audit and Corporate Governance Committee.
with the function of providing advice and making proposals and whose operations comply with those envisaged by the Code. Although specific procedural rules have not been drawn up for Board committees, these bodies operate in compliance with the same procedures and formalities as the Board of Directors itself specifically with regard to the method of calling, the information on topics to be discussed, their proceedings (formation, resolutions and related minutes) and the participation of third parties. In addition, these committees must always brief the Board at its earliest meeting after that of any committee meeting. The resolutions of these committees, even if adopted at meetings held by means of telecommunications systems, are transcribed in a specific minute book; the minutes for each meeting are signed by the meeting’s Chairman and its Secretary.
