Corporate Governance

General

The Company has adopted the corporate governance model called "monistic model". The shareholders' meeting appoints the Board of Directors (Consiglio di Amministrazione), which has the responsibility to manage the Company. The Board of Directors appoints a controlling body (Management Control Committee – Comitato per il Controllo sulla Gestione) from among its members. The shareholders' meeting must also appoint an external auditing body. The Board of Directors may delegate its authority to the Executive Committee and/or to the Chief Executive Officer (CEO). The Board of Directors determines the duration of the term and the powers of the CEO. The CEO’s functions include coordination and supervision. The Company did not adopt the model of a board of statutory auditors, but has chosen to designate appropriate Directors with respective qualifications to allow not to adopt such model.

Members of the Board of Directors are elected by the shareholders at the annual shareholders’ meeting, not to exceed three financial years. The members of the Board of Directors may be re-elected for consecutive terms, except the independent directors that cannot be appointed for more than two tenures.

The Management Control Committee is formed by Board members who fulfill the requirements of independence according to section 2409 septiesdecies of the Italian Civil Code. At least one of the members of the Management Control Committee must be selected among statutory auditors registered with the national register of auditors (Registro dei Revisori Contabili). None of the members of the Management Control Committee can be a member of the executive committee. The Management Control Committee elects its chairman among its members, by an absolute majority of the latter. The Management Control Committee monitors the adequacy of the company’s organizational structure, of the internal auditing system and on the administrative and accounting system as well as on its capacity to correctly represent the acts of the management; (ii) it performs the additional functions assigned to it by the Board of Directors with specific reference to the relationship with the persons entrusted with the statutory accounting audit. The annual remuneration of the members of the Management Control Committee must be determined by the shareholders’ meeting upon appointment of the members of the Management Control Committee, for the entire duration of their term of office. If shareholders representing 5% of the capital stock file a complaint, the Management Control Committee must investigate the facts reported in the complaint without delay.

The Board of Directors

The Company’s current Articles of Association provide for a Board of Directors of at least 3 and no more than 9 members. The Company’s Board of Directors is currently composed of five members, each of them being elected for a term of 3 fiscal years and re-eligible to successive terms following the above-mentioned Italian civil code rules. The mandates of the current Directors will terminate with the shareholders’ meeting approving the financial statements as of the fiscal year 2017, to be held in 2018, but they may be reelected so that their mandates will continue for another three fiscal years. Members of the Company’s Board of Directors may be removed by resolution of the shareholders’ meeting.

Shareholders who own, alone or together with other shareholders, at least 2.5% of the share capital are entitled to present a list for board election. The Company’s Articles of Association provide that one Director (the one which is listed as first) is appointed from the list which has obtained the second highest number of votes. This last provision entitles minority shareholders to appoint one minority director. Pursuant to the Company’s Articles of Association, at least three directors shall fulfill the independence requirements as members of the Board of Directors.

Board committees

The Management Control and Audit Committee

The Management Control Committee includes the functions usually assigned to Audit Committees in other jurisdictions. For a description of its responsibilities see "Board of Directors, Management and Independent Auditors – General". The Management Control Committee is composed of Pierpaolo Guzzo, (Chairman), Oyvind Bjordal and David Hale.

Nomination and Compensation Committee

The Board of Directors has established a Nomination and Compensation Committee, which enacts guidelines for selecting candidates for the election to the Board of Directors in the event one or more directors is replaced pursuant to section 2386 of the Italian civil code. It also enacts guidelines for the appointment of senior management and makes arrangements to select such candidates. Further it assists the Board of Directors in compensation related matters, including matters related to the Company's stock option plan. The Nomination & Compensation Committee provides recommendations on and policies for the compensation of the members of the Board of Directors, the management and other employees. The Nomination & Compensation Committee is composed of David Hale, (Chairman), Jan de Vries and Øyvind Bjordal.

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