CONTROL RISK AND SUSTAINABILITY COMMITTEE
The Board of Directors held on 8 April 2022 has appointed for the period 2022-2024, namely up to the approval of the company financial statement as at 31 December 2024, the following directors as members of the “Control, Risk and Sustainability Committee”:
Based on the recommendations in the Corporate Governance Code, the Control, Risk and Sustainability Committee:
a) assists the Board of Directors in carrying out the tasks entrusted to the same by the Corporate Governance Code and the law relating to internal control and risk management, namely:
(i) definition of guidelines to be used for the internal control and risk management system, so that the main risks concerning the Company and its subsidiaries, including all risks that can be relevant with a view to sustainability in the medium to long term of the activity of the Company and the Group, are properly identified and also adequately measured, managed and monitored, determining the level of compatibility of said risks with a business management consistent with the strategic objectives identified;
(ii) periodic assessment, at least once a year, of the adequacy of the internal control and risk management system with respect to the company's characteristics and risk profile as well as of its efficacy;
(iii) approval, at least once a year, of the work plan prepared by the Head of the Internal Audit function, after consulting with the Board of Statutory Auditors and the Director in charge of the internal control and risk management system;
(iv) description, in the annual report on corporate governance, of the main characteristics of the internal control and risk management system and the methods of coordination between the entities involved, and for the assessment of adequacy of the same;
(v) preliminary assessment of the additional Report, pursuant to article 11 of EU Regulation no. 537/2014, on the results of the auditing activity that the Board of Statutory Auditors is required to send, together with any observations, to the Board of Directors.
b) expresses to the Board of Directors its opinion on the appointment, revocation and remuneration of the Head of the Internal Audit function and on the adequacy of the resources guaranteed to the same for the performance of the relevant tasks;
c) in collaboration with the Executive responsible for the drafting of the corporate accounting documents, and having consulted with the Independent Auditor and the Board of Statutory Auditors, assesses the proper application of accounting principles and their uniformity for the purposes of preparing the consolidated financial statements;
d) expresses opinions on specific aspects relating to the identification of the Company's main risks;
e) receives, at least every six months, evaluations and reports from the Supervisory Body on the functioning and compliance of the organization, management and control model adopted by the Company pursuant to Legislative Decree 231/2001;
f) examines the periodic reports drafted by the Internal Audit function concerning the evaluation of the internal control and risk management system as well as those having particular relevance;
g) monitors the autonomy, adequacy, efficacy and efficiency of the Internal Audit function;
h) may ask the Internal Audit function to perform audits on specific operating areas, giving concurrent communication to the Chairman of the Board of Statutory Auditors;
i) supports, with adequate investigations, evaluations and decisions of the Board of Directors relating to the management of risks arising out of prejudicial acts, which the Board of Directors has become aware of;
l) carries out advisory and consultative functions with respect to the Board of Directors regarding sustainability, namely:
(i) examines and assesses sustainability issues related to the exercise of business activity and the dynamics of interaction with stakeholders;
(ii) examines and evaluates the system for collecting and consolidating data for the preparation of the Group's "Sustainability Report", containing the "Non-Financial Statement" pursuant to Legislative Decree 254/2016;
(iii) examines in advance the "Sustainability Report" of the Maire Tecnimont Group, containing the "Non-Financial Statement" pursuant to Legislative Decree 254/2016, formulating an opinion for approval by the Board of Directors;
(iv) monitors the Company's positioning on sustainability issues, with particular reference to the Company's positioning in ethical sustainability indices;
(v) expresses, at the request of the Board of Directors, opinions on any further sustainability issues;
m) reports to the Board at least twice a year, on the occasion of the approval of annual and interim financial reports, on the activities carried out and on the adequacy of the internal control and risk management system.
The Board of Directors held on 8 April 2022 has appointed for the period 2022-2024, namely up to the approval of the company financial statement as at 31 December 2024, the following directors as members of the “Remuneration Committee”:
The Operating Rules of the Remuneration Committee allows the Committee to perform the following functions:
- puts forward proposals to the Board of Directors on the policy for remuneration of directors and key management personnel (*);
- puts forward proposals to the Board of Directors on the policy for remuneration of all top management of the Group, including both monetary and share-based, short and long term incentive schemes.
- periodically assesses the adequacy of the overall consistency and practical application of the policy for remuneration of directors and key management personnel, using for the latter purpose information provided by the Managing Director;
- presents proposals or issues opinions to the Board of Directors on the remuneration of executive directors and other directors holding specific offices, as well as on establishing performance targets for the variable remuneration component;
- monitors the implementation of decisions taken by the Board itself, verifying, in particular, the actual achievement of performance targets;
- examines in advance the annual remuneration report which listed companies are required to prepare and make available to the public before the annual shareholders meeting pursuant to art. 2364, paragraph 2 of the Civil Code, in accordance with applicable regulatory requirements.
The Board of Directors held on 8 April 2022 has appointed for the period 2022-2024, namely up to the approval of the company financial statement as at 31 December 2024, the following directors as members of the “Related-Party Committee”:
The Operating Rules of the Related-Party Committee allows the Committee to perform the following functions:
a) Performing its tasks according to the rules and regulations in force, the Procedure, Consob Regulation 17221/2010 as most recently amended by Consob Resolution no. 21624 of 20 December 2020 (the “Consob Regulation OPC”) and Consob Communication nr. DEM/10078683 dated 24 September 2010, and particularly:
(i) submitting to the Board of Directors modifications or integrations to the Procedure, expressing reasoned opinions;
(ii) asking for clarifications as well as requiring further information;
(iii) expressing appropriate reasoned opinions to the benefit of the Company – as well as, wherever applicable, to the benefit of the companies, from time to time involved, which are directly and/or indirectly controlled by the Company itself, on completing Operations with Related Parties, both Significant and Minor Transactions, expressing judgement on the merits as far as convenience and substantial correctness of the conditions laid down are concerned, upon receipt of timely and appropriate information flows;
b) Reporting to the Board of Directors on the activity carried out – also based on the information flows from the Company’s relevant departments, at least every six months, in connection with the annual and half-year Financial Statements’ approval.