Committees

Supporting the Board

The Board of Directors established three committees: the Risk Control and Sustainability Committee and the Remuneration and Appointments Committee, in support of their work and including at least three non-executive directors, most of whom are independent, and the Related-Party Transactions Committee

During their first meeting, the Board of Directors appointed by the Shareholders' Meeting held on April 17th, 2019 made a decision on the positions relating to internal bodies, appointing the members of the internal Committees, who shall remain in office until the financial statement at December 31st, 2021 is approved. 

Risk Control and Sustainability Committee

The Risk Control and Sustainability Committee assists the Board of Directors with topics linked to internal control and risk management and monitors the adequacy and efficacy of the internal control system. Since 2016, the Committee also monitors issues around sustainability connected with the company's business operations and its interaction with all stakeholders. 

Composition

The Risk Control and Sustainability Committee consists of four non-executive directors, three of whom are independent. The Committee members’ professional profile meets the experience requirements of the Corporate Governance Code. The Committee also relies on the contribution of the Group Risk & Compliance Officer and Head of Internal Audit. 

Lorenzo Pozza

Chairperson (Lead Independent Director)
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Lorenzo Pozza

Chairperson (Lead Independent Director)

With a bachelor’s degree in Business Economics from the Bocconi University in Milan, he has been a chartered accountant since 1991 and a certified statutory auditor since 1995. He is Associate Professor of Business Economics at the Bocconi University and author of publications on the topics of financial statements and business valuation. Since 2015 he is part of the working group on international accounting principles of the OIC (Italian accounting body). He is a consultant for companies in different sectors, including listed ones, and has held several Board and Statutory Auditor positions. He is a founding partner of the Partners S.p.A.
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Susan Carol Holland

Member
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Susan Carol Holland

Member

With a Bachelor's degree in Sociology and Psychology from Keele University (UK), and a Master's in Speech Therapy from the University of Milan, Susan Carol Holland worked as a speech therapist at Milan General Hospital from 1982 to 1983 and as marketing assistant in Amplisystem, Personal Computer department of Amplifon from 1983 to 1991. She joined the Board of Directors of Amplifon in 1988. In 1993 she was appointed Vice-chairperson of the group, and became Chairperson in 2011. 
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Alessandro Cortesi

Member
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Alessandro Cortesi

Member

With a Bachelor's in BA and a PhD from the Bocconi University in Milan and the International Teachers Program at the IAE Graduate School of Management in Aix-en-Provence. He is a tenured professor of Business Administration at the Carlo Cattaneo - LIUC University, where he teaches accounting, finance and financial analysis. He is responsible for the degree on BA & Control. He is a registered Chartered Accountant for the district of the Court of Milan and an Official Auditor. He is also a consultant to the Court of Milan specializing in company valuations and arbitration, and an ordinary member of the Italian Academy of Business Economics.
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Laura Donnini

Member
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Laura Donnini

Member

With a Bachelor's degree in Economics & Business from the University of Florence, she gained experience in the field of marketing for consumer goods multinationals such as Manetti & Roberts, Johnson Wax, where she became Director of Consumer Marketing, and Star Alimentare as Business Unit Director.

She joined the book publishing industry as Managing Director of Harlequin-Mondadori. In 2008 she was appointed CEO of Piemme and later Managing Director & Publisher of Mondadori. In 2013 she became CEO of RCS Libri, responsible for the Trade, Schools and International departments. Since 2017 she has been CEO & Publisher of HarperCollins Italia.

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Functions

The Risk Control and Sustainability Committee supports and assists the Board of Directors on a range of activities.

Specific functions

  • evaluation of the internal audit and risk management system
  • examination and approval of proposals by the management, the Head of Internal Audit and the audit firm on the economic-financial information structure required for monitoring and representing the company comprehensively
  • definition and update of the guidelines for the internal control and risk management system and the means to be used to assess, manage and monitor the Company’s main risks, as well as understand the extent to which these risks are compatible with the Company’s strategic objectives
  • evaluation of the adequacy and efficacy of the internal control and risk management system in relation to the characteristics of Amplifon and relative risk profile
  • monitoring of the independence, adequacy, efficacy and efficiency of the Internal Audit function
  • evaluation of any matters arising from regular reports prepared by the Head of Internal Audit, from communications from the Board of Statutory Auditors and its individual members
  • evaluation, together with the Financial Report Officer, and with the independent auditors, of the adequacy and consistency of the accounting principles used for drafting the consolidated financial statements
  • examination of topics linked to sustainability
  • examination of the Non-Financial Disclosure drawn up in accordance with Legislative Decree 254/2016
  • the evaluation and supervision of the anti-corruption program

The Committee must report to the Board of Directors at least once every six months, at the time of the approval of the financial statements and the half-year financial report, on the activity performed and on the adequacy of the internal control and risk management system. 

2018 activity

The Committee met six times in 2018, jointly with the Board of Statutory Auditors in relation to the common points of interests on the agenda. The Head of Internal Audit also took part in the Committee meetings.

The 2018 activity involved the following in particular: 

  • guidance and supervision of activities performed for verifying the adequacy and improvement of the group's internal control system
  • overseeing of the activities related to the application and updating of the Internal Organizational Model pursuant to Legislative Decree 231/2001
  • monitoring of the processes of risk management and identification
  • monitoring of activities connected to the anti-corruption program
  • monitoring of topics related to sustainability

The Committee is scheduled to meet at least five times over the course of 2019.

Focus: 2018 activity

To find out more about the Risk Control and Sustainability Committee and its work in 2018, please refer to the Report on Corporate Governance and Ownership Structure.

Remuneration and Appointments Committee

The Remuneration and Appointments Committee assists the Board of Directors with issues related to the size and composition of the Board itself and with succession plans for Key Managers, as well as covering a pivotal role in the governance of the group's remuneration policy.

Composition

The Remuneration and Appointments Committee consists of four directors, three of whom are independent. The Chairperson of the Board of Statutory Auditors, the Secretary of the Board of Directors, and the Chief HR Officer, for what concerns her responsibility as the technical secretary of the Committee, take part to the Remuneration and Appointments Committee’s meetings as guests. The CEO and General Manager takes part when invited by the Chairperson of the Committee for discussion of specific points.

Maurizio Costa

Chairperson
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Maurizio Costa

Chairperson

As a mechanical engineer, he began his career in the IRI Group, gaining experience in management consultancy.  With the Montedison Group since 1984, he was Director of Strategy & Development for Standa from 1985 to 1988 and General Manager of the Standa Group from 1989 to 1992.

He joined Mondadori in 1992 and in 1997 he was appointed CEO of Arnoldo Mondadori Editore and in 2003 Vice-chairperson.  He left Mondadori in 2013 and took the Vice-presidency of Fininvest S.p.A., until he was elected Chairperson of the FIEG (Italian Federation of Newspaper Publishers) until June 2018.

From 2015 to 2016 he was Chairperson of RCS MediaGroup S.p.A.

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Susan Carol Holland

Member
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Susan Carol Holland

Member

With a Bachelor's degree in Sociology and Psychology from Keele University (UK), and a Master's in Speech Therapy from the University of Milan, Susan Carol Holland worked as a speech therapist at Milan General Hospital from 1982 to 1983 and as marketing assistant in Amplisystem, Personal Computer department of Amplifon from 1983 to 1991. She joined the Board of Directors of Amplifon in 1988. In 1993 she was appointed Vice-chairperson of the group, and became Chairperson in 2011. 
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Andrea Casalini

Member
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Andrea Casalini

Member

With a Bachelor's in Economics and Business from the University of Parma, he started his career at Accenture. He worked at McKinsey & Company from 1989 to 1996. From 1996 to 2000, he worked in both Milan and London for EDS, Electronic Data Systems. In 1998, he was appointed CEO of EDS Italia. In 1999 he was appointed president of EMEA. From 2000 to 2014, he led Buongiorno S.p.A. as CEO.

From 2014 to 2019, he is a member of and Chief Executive Officer of Eataly Net, a subsidiary of Eataly group dedicated to international e-commerce of high-quality food & beverage based on the Italian food and wine culture. 

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Maria Patrizia Grieco

Member
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Maria Patrizia Grieco

Member

With a bachelor’s degree in Law from the State University of Milan, she started her career at Italtel in 1977, taking on the position of Legal and General Affairs Director in 1994, and in 1999 she was appointed Managing Director with the task of reorganizing and repositioning the company of which she was appointed CEO in 2002.

She was subsequently CEO of Siemens Informatica, a partner of Value Partners and CEO of the Value Team Group (now NTT Data). From 2008 to 2013 she was CEO of Olivetti, taking over as president in 2011. She has been Chairperson of the Board of Directors of Enel since May 2014.

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Functions

The Remuneration and Appointments Committee supports and assists the Board of Directors on a range of activities.

Specific functions

In its capacity as Appointments Committee, the Remuneration and Appointments Committee carries out the following functions, in particular:

  • give opinions to the Board of Directors on the size and composition of the Board itself and make recommendations on the professional profiles whose presence on the Board is considered appropriate
  • give opinions on the maximum number of appointments each Director and Statutory Auditor may hold
  • propose candidates for the role of Board Member in the case of co-optation (when it is necessary to replace an Independent Director)
  • formulate opinions to the Board of Directors in relation to the succession plans for the group’s Key Managers.

In its capacity as Remuneration Committee, the Committee carries out the following functions, in particular:

  • submit the group's remuneration policy to the Board of Directors for approval
  • present to the Board proposals for the CEO's remuneration in line with market rates
  • express opinions on the proposals made by the CEO relating to remuneration of Key Managers
  • upon request of the CEO, examine the stock-based incentive plans for all employees who hold key positions and submit them to the Board of Directors for approval
  • monitor the application of decisions adopted by the Board of Directors relating to the remuneration policy. 

2018 activity

Over the course of 2018 the Remuneration and Appointments Committee met four times. The Chairperson of the Board of Statutory Auditors took part in all the meetings as a guest.

2018 activity involved the following in particular:

  • update of the list of Key Managers
  • summary of the results of the MBO 2017 relating to the CEO and General Manager, and the members of the Executive Leadership Team
  • review of the remuneration package of the CEO and General Manager, of the members of the Executive Leadership Team and the Head of Internal Audit
  • proposal for the total emolument for the Board of Directors for 2018
  • distribution of the emoluments for the Board of Directors for 2018
  • approval of the 2018 Remuneration Report
  • validation of the results of the Performance Stock Grant Plan and the number of rights accrued (2015-2017 cycle)
  • the Performance Stock GrantPplan (2018-2020 cycle): confirmation of the objectives, individual assignments to the CEO and General Manager and Senior Managers, determination of the maximum number of assignable rights, confirmation of the categories of beneficiaries and number of rights assigned
  • approval of the general infrastructure of the new Total Reward Policy 2019
  • approval of the general infrastructure of the 2019 Remuneration Policy for the CEO and General Manager
  • review and confirmation of the list of Key Managers
  • presentation of the Talent Strategy
  • discussion of the Talent Assessment and the succession plans for the CEO and Key Managers
  • final approval of the 2019 Total Reward Policy
  • final approval of the 2019 Remuneration Policy for the CEO and General Manager
  • approval of the 2019 MBO scheme for the CEO and General Manager
  • definition of the individual MBO performance objectives 2019 for the CEO and General Manager

The Remuneration and Appointments Committee is scheduled to meet 5 times in 2019. 

Committee for Related-Party Transactions

In accordance with CONSOB's regulations and in line with the principles and applicable criteria specified in the Corporate Governance Code, we have implemented a procedure for the discipline of related-party transactions and established a Committee of Independent Directors for Related-Party Transactions.

Composition

The Committee of Independent Directors for Related-Party Transactions consists of three independent directors. 

Andrea Casalini

Chairperson
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Andrea Casalini

Chairperson

With a Bachelor's in Economics and Business from the University of Parma, he started his career at Accenture. He worked at McKinsey & Company from 1989 to 1996. From 1996 to 2000, he worked in both Milan and London for EDS, Electronic Data Systems. In 1998, he was appointed CEO of EDS Italia. In 1999 he was appointed president of EMEA. From 2000 to 2014, he led Buongiorno S.p.A. as CEO.

From 2014 to 2019, he is a member of and Chief Executive Officer of Eataly Net, a subsidiary of Eataly group dedicated to international e-commerce of high-quality food & beverage based on the Italian food and wine culture. 

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Laura Donnini

Member
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Laura Donnini

Member

With a Bachelor's degree in Economics & Business from the University of Florence, she gained experience in the field of marketing for consumer goods multinationals such as Manetti & Roberts, Johnson Wax, where she became Director of Consumer Marketing, and Star Alimentare as Business Unit Director.

She joined the book publishing industry as Managing Director of Harlequin-Mondadori. In 2008 she was appointed CEO of Piemme and later Managing Director & Publisher of Mondadori. In 2013 she became CEO of RCS Libri, responsible for the Trade, Schools and International departments. Since 2017 she has been CEO & Publisher of HarperCollins Italia.

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Alessandro Cortesi

Member
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Alessandro Cortesi

Member

With a Bachelor's in BA and a PhD from the Bocconi University in Milan and the International Teachers Program at the IAE Graduate School of Management in Aix-en-Provence. He is a tenured professor of Business Administration at the Carlo Cattaneo - LIUC University, where he teaches accounting, finance and financial analysis. He is responsible for the degree on BA & Control. He is a registered Chartered Accountant for the district of the Court of Milan and an Official Auditor. He is also a consultant to the Court of Milan specializing in company valuations and arbitration, and an ordinary member of the Italian Academy of Business Economics.
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FUNCTIONS

The Related-Party Transactions Committee, which is convened and meets only if necessary, must in particular:

  • express a non-binding reasoned opinion on the interests of Amplifon in completing less-significant transactions, as well as on the convenience and on the substantial correctness of related conditions
  • be involved in the negotiation phase and preliminary phase in the case of more significant transactions. Once this phase has ended, it must issue a binding reasoned opinion on the interests of the company in completing the transaction, as well as on the convenience and substantial correctness of related conditions.
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Committee

Risk, Control & Sustainability Committee 

Remuneration & Appointments Committee

Related-Party Transactions Committee

Number of meetings

Risk, Control & Sustainability Committee 

6

Remuneration & Appointments Committee

4

Related-Party Transactions Committee

0

Partecipation rate

Risk, Control & Sustainability Committee 

91%

Remuneration & Appointments Committee

95%

Related-Party Transactions Committee

N/A

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