Internal Committees

Within the scope of the rights recognised to the Board of Directors by the By-Laws for the purpose of increasing the efficiency and effectiveness of its actions, the Board of Directors has established five board committees:

• The Executive Committee has advisory functions and the task of collaborating in the identification of development policies and guidelines of strategic and operational plans to be submitted to the Board of Directors.
• The Nomination and Corporate Governance Committee plays a propositional and advisory role in identifying the optimal composition of the Board of Directors and defining the corporate governance system.
• The Remuneration Committee carries out investigations, makes suggestions and submits proposals to the Board of Directors regarding, inter alia, general policies for the remuneration of Directors and Executives with strategic responsibilities, as well as the remuneration of the Chief Executive Officer and Directors who hold particular offices.
• The Control and Risk Committee performs, for the Board of Directors, propositional, advisory, investigative and support activities regarding the assessments and resolutions to be issued by the Board in reference mainly to the internal control and risk management system, as well as to the approval of periodical accounting documents.
• The Related Party Transactions Committee has advisory, dialectic and propositional functions with the Board of Directors and the corporate structures of UnipolSai and its subsidiaries, as regards Transactions with related parties, in compliance with the provisions set forth in the Regulations issued by CONSOB with resolution No. 17221 of 12 March 2010, as amended, and the internal procedure adopted by the administrative body of UnipolSai for carrying out these transactions.