Other corporate bodies

Other Corporate bodies

Board Secretary: Federica Capoccia

Executive in charge of drawing up the company’s accounting documents
During the meeting held on 27 June, 2019, the Board of Directors appointed the Executive in charge of drawing up the Company’s accounting documents, Roberto Lai, a company executive in possession of the necessary requisites as well as proven experience with regard to accounting and financial matters. Roberto Lai will remain in office until the approval of the financial statements 2021.

Director in charge of the system of internal control and risk management
In the new Board of Directors appointed last June 27th 2019, the Chief Executive Officer Renato Soru has taken over the duties as Director in charge of the system of internal control and risk management.

Supervisory body
At the meeting of 27 June 2019, the Board of Directors appointed the new Supervisory Body of the Company, composed of Maurizio Piras and Francesca Marino. The Supervisory Body is a central element of the Organizational Model pursuant to Legislative Decree 231/2001, which verifies the efficiency and correct application. To guarantee independence and effectiveness of the Body’s action, it is composed of two qualified members external to the Company. The office of the Supervisory Body will expire with the approval of the financial statements as at 31.12.2021.

Maurizio Piras (Chairman)
Francesca Marino

Chief Internal Audit
At the meeting held on 27 June 2019, the Board of Directors appointed Francesca Marino as the head of the Internal Audit function. This figure assists the Director in charge of the internal control system and collaborates with the Supervisory Body and the Risk Control Committee as well as with the other functions in charge of the Company’s internal control system. The office will expire with the approval of the financial statements as at 31.12.2021.

Committees

Appointments and Remuneration Committee
Committees
Appointments and Remuneration Committee
During the Board Meeting held on 27th June 2019, the new Appointments and Remuneration Committee was appointed; the Company, in accordance with the Code of Conduct for Listed Companies, opted for a single Committee which performs its functions both with regard to appointments and remuneration. The Committee makes proposals to the Board of Directors for the remuneration of the Chief Executive Officer and the other Directors who cover specific offices. Furthermore, it makes proposals with regard to the appointments and remuneration of the Company’s senior management and other corporate figures. The Committee aids the Board of Directors in the preparation and implementation of any remuneration plans based on shares or financial instruments and assesses the adequacy and application of the Remuneration Policy and the related annual report. It is made up of three members of which two independent Directors and a third, in any event, non-executive member.

Patrizia Rutigliano (Chairwoman)
Federica Celoria
Sara Polatti

Control and Risk Committee
During the Board Meeting held on 27th June 2019 the new Control and Risk Committee was appointed. The Committee is in charged with the task of supporting, on the basis of an adequate control process, the evaluations and decisions to be made by the Board of Directors in relation to the internal control and risk management system, as well as to the approval of the periodical financial reports.
It is made up of three non-executive members of which two independent Directors.

Federica Celoria (Chairwoman)
Manilo Marocco
Patrizia Rutigliano

Committee for Transactions with Related Parties
During the Board Meeting held on 27th June 2019 the new Committee for Transactions with Related Parties was appointed.The Company’s regulation for transactions with related parties provides for various approval procedures for transactions with related parties based on their relevance, value and nature, and in some cases, the intervention of a special Committee is foreseen, with functions, generally, preliminary and consultative.
The Related Parties Committee coincides with the Control and Risk Committee in the case of evaluation of transactions of lesser importance, while it is composed only of independent, non-executive and non-related Directors, in the case of evaluation of transactions of greater importance:

Anna Belova (Chairwoman)

Federica Celoria

Patrizia Rutigliano

Independent Auditors

On May 30th 2017, the Ordinary Shareholders’ Meeting appointed Deloitte & Touche S.p.A as auditor for the years 2017- 2025.