Internal Control and Risk Management Committee

Internal Control and Risk Management Committee is entirely composed of non-executive independent directors and, in particular:

  • Graziano Gianmichele Visentin (Chairman);
  • Giuseppe Tesauro;
  • Vito Varvaro.

Functions

The Internal Control and Risk Management Committee, in assisting the Board of Directors:

  • evaluates, with the Executive in charge of financial reporting and after consulting with the independent auditors and the Board of Statutory Auditors, the correct use of accounting standards and their consistency in the preparation of the Consolidated Financial Statements;
  • expresses opinions on specific aspects concerning the identification of main company risks;examines periodic reports on the evaluation of the internal control and risk management system, and reports of particular importance prepared by the Internal Audit Function;
  • monitors the independence, adequacy, effectiveness and efficiency of the Internal Audit function; 
  • requests the Internal Audit Function to audit specific operating areas, informing the Chairman of the Board of Statutory Auditors;
  • reports to the Board at least half-yearly, when the annual and interim financial statements are approved on activities performed and on the adequacy of the internal control and risk management system;
  • gives the Board an opinion on decisions relative to the appointment, removal from office, remuneration and availability of resources of the Internal Audit Function Manager.

Appointment Proposal Committee

The majority of the Appointment Proposals Committee members are non-executive independent directors. The Appointment Proposals Committee is currently composed of the following members:

  • Giuseppe Tesauro (Chairman);
  • Maria Chiara Carrozza;
  • Graziano Gianmichele Visentin.

Functions

The Appointment Proposal Committee has the duty of ensuring that the presentation procedure for lists set by the Articles of Association takes place correctly and transparently, in respect of applicable legislation and the Articles of Association. After it has checked the presentation procedure for lists, ensuring specifically that documents filed with the lists are complete and filing deadlines are met, the Committee arranges the formalities for presenting the lists to the General Shareholders' Meeting convened for the appointment of the Board of Directors or its members.

Pursuant to the application criterion 5.C.1 letters a) and b) of the Code, the Appointment Proposal Committee also gives opinions to the Board, if and when necessary, on the size and composition of the committee or makes recommendations on the professional figures whose presence on the Board is deemed appropriate, and proposes to the Board candidates for directorships in cases of co-optation when independent directors need to be replaced.

Remuneration Committee

The Remuneration Committee comprises independent and non-executive Directors.

The Remuneration Committee is currently composed of the following members:

  • Giuseppe Tesauro (Chairman);
  • Vito Varvaro;
  • Graziano Gianmichele Visentin;

Functions

The Remuneration Committee, besides making proposals on the remuneration policy adopted by the Issuer, has the following duty:

  • to make proposals to the Board regarding the remuneration of the Chief Executive Officer and other directors who hold special positions, monitoring the application of the decisions taken;
  • to make general recommendations to the Board regarding the remuneration of executives having strategic responsibilities in the Piaggio Group, keeping account of information and indications given by the Chief Executive Officer and occasionally checking the criteria adopted for the remuneration of these executives; and
  • assist the Board in the preparation and implementation of any remuneration plans based on shares or other financial instruments, if approved by the competent bodies of the Company. 

Business Ethics Committee

The Business Ethics Committee of the Company has been appointed on May 9th, 2008 by the Chairman and it is currently composed by Alessandra Simonotto, Financial Reporting Manager, Ulisse Spada, Corporate & Legal Affairs Manager and Roberto Maria Zerbi, External & Media Relations.

The purpose of the Committee is to develop rules and organisational strategies for the Piaggio Group in line with international best practices of Corporate Social Responsibility.

The Committee is responsible for monitoring issues to which Piaggio has always been committed as safety, quality, environmental issues and the well-being of its employees and partners.

In particular, the Business Ethics Committee has the duty to evaluate the general ethics standards as well as the acts, conducts and relations existing between the management and the employees of the Company towards the stakeholders and also the effective respect of the ethical values.

All operations concerning relations between the Piaggio Group and the external world are analysed and revised by the Committee, with the aim of guaranteeing to all stakeholders that the information cycle is managed transparently.

Related Party Transactions Committee

The Related Party Transactions Committee, operative as of 1 January 2011 and re-appointed by the Board on 13 April 2012, consists exclusively of 3 (three) independent directors who, in compliance with applicable regulations, must in no way be related to any transactions they review.

Specifically, the three members of the Related Party Transactions Committee are:

  • Giuseppe Tesauro (Presidente);
  • Vito Varvaro;
  • Graziano Gianmichele Visentin;
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