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 22th, 2022 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, 2024 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.
The Risk Control and Sustainability Committee supports and assists the Board of Directors on a range of activities.
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.
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 Internal Audit and Risk Management Officer and Head of Internal Audit.
Lorenzo Pozza
Chairperson (Lead Independent Director)
Susan Carol Holland
Member
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.
Lorenza Morandini
Member
See LinkedIn profileWith a Bachelor’s degree in Business Administration at Luigi Bocconi University, Lorenza Morandini started her career in Bestfoods, and subsequently held the role of Head of Supply Chain Practice at The Boston Consulting Group, Group Service Marketing Director at Indesit Company, CEO and General Manager at Candy Hoover as well as Trade Marketing Director at Poste Italiane.
Fluent in Italian and English, she is also Adjunct Professor at Luiss Business School, located in Rome, Milan and Amsterdam.
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.
The Remuneration and Appointments Committee supports and assists the Board of Directors on a range of activities.
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 CEO and 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 and monitor its correct implementation
- 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.
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
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.
Susan Carol Holland
Member
Veronica Diquattro
Member
See LinkedIn profileWith a Master’s degree in International Management at Luigi Bocconi University, Veronica Diquattro held the position of Managing Director, Southern and Eastern Europe in Spotify Ltd. and Google Play Strategist at Google Inc. in Dublin.
She is currently Chief Revenue Officer Europe (Italy, Spain and DACH) of DAZN Ltd.
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.
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.
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.
Laura Donnini
Chairperson
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.
Maurizio Costa
Member
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
Lorenza Morandini
Member
See LinkedIn profileWith a Bachelor’s degree in Business Administration at Luigi Bocconi University, Lorenza Morandini started her career in Bestfoods, and subsequently held the role of Head of Supply Chain Practice at The Boston Consulting Group, Group Service Marketing Director at Indesit Company, CEO and General Manager at Candy Hoover as well as Trade Marketing Director at Poste Italiane.
Fluent in Italian and English, she is also Adjunct Professor at Luiss Business School, located in Rome, Milan and Amsterdam.
Committee
|
Risk, Control & Sustainability Committee |
|
Remuneration & Appointments Committee |
|
Related-Party Transactions Committee |
Number of meetings in 2022
|
Risk, Control & Sustainability Committee |
5 |
|
Remuneration & Appointments Committee |
8 |
|
Related-Party Transactions Committee |
1 |
Partecipation rate
|
Risk, Control & Sustainability Committee |
100% |
|
Remuneration & Appointments Committee |
94% |
|
Related-Party Transactions Committee |
100% |
