The Board appointed among its Non-Executive Directors three committees to assist it to discharge its duties: an audit committee, an environmental, social and governance committee and a human capital and compensation committee. The Audit Committee, the ESG Committee and the Compensation Committee are composed as follows.
AUDIT COMMITTEE
Subject to Dutch law and the Company’s Articles of Association, and with due consideration of the guidance provided by the DCGC, the Committee shall assist and advise the Board of Directors by performing the following duties and responsibilities, under the authority that the Board of Directors delegated and granted: (i) overseeing the integrity and quality of the Company’s financial and sustainability disclosure, and the relevant reporting processes (including internal controls over financial and sustainability reporting); (ii) supervising the effectiveness of the design and operation of the Company’s internal risk management and control system, according to applicable rules, standards and best practice; (iii) supervising and handling relations between the Company and its independent auditors for financial as well as sustainability reporting, according to applicable rules, standards and best practice; (iv) supervising the Company’s compliance with legal and regulatory requirements, in terms of overall business conduct as well as design, implementation and effectiveness of the Company’s ethics and compliance programs; (v) overseeing the Company’s tax policy, financing and funding; (vi) monitoring the application of information and communication technology, cybersecurity measures and personal data protection matters, and associated risks; (vii) collaborating and liaising with the other committees of the Board of Directors with reference to issues and topics of common interest, whenever appropriate; (viii) assisting and advising the Board of Directors in ensuring the Company’s due compliance with the DCGC, with reference to the aspects in the Committee’s domain; (ix) performing any other specific task assigned to the Committee by the Board of Directors from time to time.


Essimari Kairisto
Chair


Judy Curran
Member


Lorenzo Simonelli
Member
ESG COMMITTEE
Subject to Dutch law and the Company’s Articles of Association, and with due consideration of the guidance provided by the DCGC, the Committee shall assist and advise the Board of Directors by performing the following duties and responsibilities, under the authority that the Board of Directors delegated and granted: (i) reviewing, assessing and recommending the size and composition of the Board of Directors and making proposals for its composition profile; (ii) drawing up (and reviewing) the selection criteria, nomination procedures and succession planning for the Company’s directors; (iii) reviewing and assessing the performance and functioning of the Board of Directors collectively, its Committees, and the individual directors; (iv) making proposals for the nomination of candidates to be (re)appointed by the shareholders, taking into account the profile for the Board of Directors and the Company’s Diversity Equity & Inclusion Policy, and consulting as appropriate with the Company’s shareholders as to their views on suitable qualifications for, and identity of candidates to serve as directors; (v) monitoring and making recommendations for the composition, size, purpose, structure, and operations of the committees of the Board of Directors; (vi) overseeing the Company’s ESG priorities, commitments, goals, risks, and opportunities and their integration in the overall Company’s strategy and business model, also with reference to the entire Company’s value chain, in the pursuit of sustainable long-term value creation, taking into account the interests of the Company’s diverse stakeholders; (vii) overseeing the Company’s relations and dialogue with its stakeholders on ESG and sustainability aspects; (viii) overseeing ESG policies, programs, and practices with a view to further the Company’s business purpose, strategy, culture, values, and reputation; (ix) monitoring the Company’s ESG performance, providing guidance on key ESG matters, and reviewing the Company’s materiality analysis in preparation for its sustainability reporting; (x) reviewing the approach and overseeing the structure and contents of the Company’s sustainability disclosure; (xi) overseeing the Company’s inclusion in sustainability indexes and the evaluation of the Company by sustainability rating organizations; (xii) collaborating and liaising with the other committees of the Board of Directors with reference to issues and topics of common interest, whenever appropriate; (xiii) assisting and advising the Board of Directors in ensuring the Company’s due compliance with the DCGC, with reference to the aspects in the Committee’s domain; and (xiv) performing any other specific task assigned to the Committee by the Board of Directors from time to time.
The ESG Committee Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated January 1, 2022 and lastly revised by the Board of Directors on November 6, 2024.


Alessandro Nasi
Chair


Tufan Erginbilgic
Member


Linda Knoll
Member
COMPENSATION COMMITTEE
Subject to Dutch law and the Company’s Articles of Association, and with due consideration of the guidance provided by the DCGC, the Committee shall assist and advise the Board of Directors by performing the following duties and responsibilities, under the authority that the Board of Directors delegated and granted: (i) drafting and proposing the remuneration policy to be pursued by the Company and any amendments thereto; (ii) making proposals for the compensation (and subsequent possible amendments) of individual executive directors and administering its variable remuneration component; (iii) implementing and overseeing the remuneration policy as it applies to the Company’s non-executive directors and the senior executive officers; (iv) making proposals for and administering the equity incentive plans and the deferred compensation benefits plans; (v) discussing with management the Company’s policies and practices related to compensation items for employees; (vi) preparing the annual remuneration report; (vii) assisting the Board of Directors with the periodical review of development and succession plan for the Company’s Senior Leadership Team, the Company’s policies and initiatives related to equal employment opportunity, as well as employee diversity, equity, and inclusion; and the Company’s initiatives designed to measure and improve overall employee engagement; (viii) collaborating and liaising with the other committees of the Board of Directors with reference to issues and topics of common interest, whenever appropriate; (ix) assisting and advising the Board of Directors in ensuring the Company’s due compliance with the DCGC, with reference to the aspects in the Committee’s domain; and (x) performing any other specific task assigned to the Committee by the Board of Directors from time to time.
The Compensation Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated January 1, 2022 and lastly revised by the Board of Directors on November 6, 2024.


Linda Knoll
Chair


Tufan Erginbilgic
Member


Alessandro Nasi
Member