Committees

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

The function of the Audit Committee shall be to assist and advise the Board of Directors and act under authority delegated by the Board of Directors, with respect to: (1) the integrity of the Company’s financial statements, including any published interim reports; (2) the Company’s policy on tax planning adopted by management; (3) the Company’s financing; (4) the application by the Company of information and communication technology, cybersecurity measures and personal data protection matters; (5) the systems of internal controls that management and/or the Board of Directors have established; (6) the Company’s overall compliance with legal and regulatory requirements; (7) the Company’s compliance with recommendations and observations of internal and external auditors; (8) the Company’s policies and procedures for addressing certain actual or perceived conflicts of interest; (9) the qualifications, independence and remuneration of the Company’s independent auditors and any non-audit services provided to the Company by the independent auditors; (10) the functioning of the Company’s internal auditors and independent auditors; (11) risk management guidelines and policies; and (12) the implementation and effectiveness of the Company’s ethics and compliance program.

The Audit Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated January 1, 2022.

Composition
Essimari Kairisto
Chair
Olof Persson
Member
Lorenzo Simonelli
Member

ESG COMMITTEE

The function of the ESG Committee shall be to assist and advise the Board of Directors and act under authority delegated by the Board of Directors with respect to: (1) overseeing the Company’s significant environmental, social, and governance risks, strategies, policies, programs, and practices to further its business purpose, strategy, culture, values, and reputation in the best interests of all of the Company’s stakeholders; (2) overseeing the Company’s ongoing commitment to environmental stewardship and corporate social responsibility; (3) overseeing and evaluating the policies, procedures, and practices related to the health and safety of Company employees; (4) monitoring, evaluating and reporting on the sustainability strategy, governance, policies, procedures, practices, management standards, and performance globally of the Company and its subsidiaries; (5) drawing up the selection criteria and appointment procedures for directors of the Company (the “directors”, and each a “director”); (6) periodic assessment of the size and composition of the Board of Directors and as appropriate making proposals for a composition profile of the Board of Directors; (7) periodic assessment of the performance of individual directors and reporting on this to the Board of Directors; (8) proposals to the non-executive members of the Board of Directors for the nomination and re-nomination of directors to be elected by the shareholders; (9) supervision of the selection and appointment criteria for senior management and on succession planning; (10) guidance on key global environmental matters; (11) monitoring, evaluating and reporting on the sustainable policies and practices, management standards, strategy, performance and governance globally of the Company and its subsidiaries; and (12) guidance on key ESG matters.

The ESG Committee Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated January 1, 2022.

Composition
Alessandro Nasi
Chair
Tufan Erginbilgic
Member
Linda Knoll
Member

COMPENSATION COMMITTEE

The function of the Compensation Committee shall be to assist and advise the Board of Directors’ oversight of: (1) executive compensation; (2) remuneration policy to be pursued; (3) compensation of non-executive directors; (4) the Company’s remuneration policy and remuneration report; and (5) certain human capital management matters.

The Compensation Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated January 1, 2022.

Composition
Linda Knoll
Chair
Tufan Erginbilgic
Member
Alessandro Nasi
Member