Board Committees

Within the scope of the powers conferred by the Articles of Association, the Board of Directors established specific internal committees with advisory purposes in order to increase the Board’s efficiency and effectiveness, whose functions and duties are also defined on the basis of the criteria set forth the in current Corporate Governance Code. 

Management Committee

The Management Committee carries out an advisory role and cooperates to identify the development policies and guidelines of strategic and operational plans to be submitted to the Board of Directors, with particular regard to the following areas: 

  • dividend and/or capital remuneration policies;
  • extraordinary transactions requiring approval by the Shareholders’ Meeting, such as capital increases, the issue of convertible bonds, mergers, divisions, reserve distribution, the purchase of treasury shares, or statutory amendments;   
  • extraordinary transactions of strategic interest or in any case expected to have a significant impact on the value and/or composition of the company’s assets, or expected to significantly influence share prices, such as the acquisitions or disposal of major shareholdings, aggregations or alliances with other groups, or significant changes to the structure or composition of the Group;
  • multi-year strategic plans and annual budgets for the Company and the Group.

The Management Committee, appointed on 12 May 2016, consists of the Chairman of the Board of Directors and the Deputy Chairmen appointed by the Board of Directors, as shown below. 

  • CIMBRI Carlo (Chairman)
  • CERCHIAI Fabio
  • STEFANINI Pierluigi

Appointments and Corporate Governance Committee

The Appointments and Corporate Governance Committee ensures the sufficient independence of Directors from management, playing a proactive and advisory role in identifying the optimal composition of the Board of Directors and defining the corporate governance system of the Company.

The Committee, appointed by the Board of Directors on 12 May 2016, consists of the following Directors, all of whom are independent: 

  • VELLA Francesco (Chairman)
  • MONTAGNANI Maria Lillà
  • PICCHI Nicla

Internal Auditing and Risks Committee

The Internal Auditing and Risks Committee carries out a propositional, advisory, preparatory and supporting role for the Board of Directors regarding the assessments and decisions made by the administrative body, mainly in relation to the internal auditing and risk management system, as well as the approval of the interim financial reports.

The Committee, appointed by the Board of Directors on 12 May 2016, consists of the following Directors, all of whom are independent: 

  • MASOTTI Massimo (Chairman)
  • GHIGLIENO Giorgio
  • RIGHINI Elisabetta

Remuneration Committee

The Remuneration Committee carries out a preparatory, propositional and advisory role with regard to remuneration, responsible, among other things, for submitting proposals to the Board of Directors in relation to the Remuneration Policies for Directors and key management personnel (including the managers in charge of the Audit, Compliance, Anti-Money Laundering and Risk Management functions) adopted by the Company.

The Committee, appointed by the Board of Directors on 12 May 2016, consists of the following Directors, all of whom are independent:

  • VELLA Francesco (Chairman)
  • MAUGERI Maria Rosaria
  • PICCHI Nicla

Committee for Related Party Transactions

The Committee carries an advisory, dialectic and propositional role for the Board of Directors, the corporate departments of UnipolSai and its subsidiaries with regard to Related Party Transactions, in accordance with the provisions of CONSOB Regulation issued with resolution number 17221 of 12 March 2010, as subsequently amended, and with the internal procedures adopted by UGF for the performance of such transactions.

The Committee, appointed by the Board of Directors on 12 May 2016, consists of the following Directors, all of whom are independent:

  • MASOTTI Massimo (Chairman)
  • GHIGLIENO Giorgio
  • RIGHINI Elisabetta
  • TADOLINI Barbara