Schema corporate governance

Board Composition

Each director should abide by the integrity of financial information. They are responsible for reviewing the risk and acting in the corporate interest, placing priority on the objective of creating value over a medium-term period. Failure to do so may give rise to personal liability. The board and its committees should have the appropriate balance of skills, experience, independence, and ethics. The board should balance its membership together with the majority of non-executive directors. The board of directors should possess the knowledge, ability, and expertise required to review and guide corporate strategy, risk policy, and business plan, and to monitor the levels of remuneration of executive directors. The board of directors also has a prime role in appointing and removing executive directors. The supervisory board should comprise a majority of non-executive members who possess the knowledge, ability, and expertise required to review and guide corporate strategy, risk policy, and business plan, and to monitor the levels of remuneration of executive directors.

to the number, implementation and members. Directors directors, the knowledge of the complete its tasks. competence, authority, corporate performance, should be able to judge majority of whom company to enable Management board: not and time availability manage conflicts of situations, strategies, are independent. them to discharge their covered directly, but the shall be such as to interests of and people, honest, duties and Supervisory board can ensure that their management, board able to anticipate. responsibilities delegate preparations judgment may have a members or effectively. for the appointment of significant impact on the shareholders. members of the board. taking of board’s decisions. The independent directors

BOARD SIZE Sufficient size Supervisory board: Not covered directly should account for half the not covered directly. members of the board in Management board: widely-held corporations shall be comprised of without controlling several persons and shareholders. In controlled companies,

should be independent. The board should have an independent chairman/CEO. Independent directors should account for at least a third of the board. A sufficient number of board members should be independent to satisfy the expectations of the market and to improve the quality of proceedings. For issuers belonging to the FTSE-Mib index, at least 1/3 of the board members should be independent. However, the variety of board structures, ownership patterns, and practices in different countries require different approaches to the issue of board objectivity.is designate an board and its leadership. There should be a clear separation of the offices chairman and CEO as Lead independent director independence from should be a clear individual. The board of chairman and CEO chairman of the as Lead independent management may be division of should appoint one of and maintenance of Management board director in the event strengthened by the responsibilities the independent non- aggregation of such that the chairman is separation of the role between the executive directors to duties. also the CEO. He of chief executive and chairmanship of the be the Senior represents a reference chairman, or, if these board and the independent director and coordination roles are combines, by executive to serve as an point for non- designating a lead management of the intermediary for the executive directors non-executive. company's other directors when and cooperates with business. If the necessary. the chairman of the chair is not BoD to guarantee that independent, the directorsreceive timely and complete information. The amount of directors' fees should reflect the level of responsibility assumed by the directors and the time that they need to apply to their duties. The remuneration of executive directors should be designed to align the interests of the company and its key executives so that the investor can promote the long-term success of the company. The compensation of the individual board members and CEO should be determined by the full Supervisory board at an appropriate amount based on a sufficient structure to mitigate any potential challenges arising from this. Companies are expected to disclose information on the remuneration of directors and key management personnel.Il tuo compito è formattare il testo fornito utilizzando tag html. ATTENZIONE: non modificare il testo in altro modo, NON aggiungere commenti, NON utilizzare tag h1; Il testo formattato con i tag html è il seguente:

assessdirectors’ compensation performance the professional skillsexecutive directors’ Performance the costs and benefitsmust be determined in a assessment. The necessary to manageremuneration should measurement of remuneration plansmanner consistent with compensation structure the issuer. A significantbe structured so as to should integrate and the contributionthat of the other officers must be oriented part of thelink rewards to risk considerations. of inventive schemesand employees of the towards sustainable remuneration ofcompany. The companies growth of the directors withcorporate and to the companyhave to disclose the enterprise. The managerial powers, theindividual performance.aggregate compensation compensation of the remuneration should beperformance. and benefits of all types Supervisory board shall linked to achievingpaid during the financial be report individually in specific performanceyear to each executive the Notes of the objectives.director. management report.

The board should RISK The board is Each listed company The Management The board of directors The board shouldproactively oversee,MANAGEMENT responsible for must be equipped with board informs the shall define the review and guide riskreview and approvedetermining the reliable procedures for Supervisory board of guidelines of the policy and major plansthe approach to risknature and extent of the identification and all issues important to internal control and of action and overseemanagement andthe risks it is willing to assessment of its the enterprise. It risk management major capitalsatisfy itself that thetake. The board commitments and risks ensures appropriate system, evaluate the expenditures,approach isshould monitor the and provide risk management and adequacy and acquisitions andfunctioningcompany’s risk shareholders and risk controlling in the effectiveness of the divestitures.effectively. Themanagement and investors with relevant enterprise. internal control and board

should ensure internal control information in this area. risk management, and that risk is systems. approve the plan appropriately drafted by the person reflected in the in charge of internal company's strategy audit. and capital allocation.