As stated in its internal rules amended on 3 May 2011, the Committee reviews and makes proposals or recommendations to the Board on the following subjects:
With respect to ethics and compliance, the Committee reviews and monitors the Company’s policies on ethics and compliance matters and the systems and procedures in place to effectuate these policies and provides the Board of Directors with its views.
The Committee is responsible for the following:
- to review the definition of the Group’s core values and ethics and compliance policy;
- to review the organization of the Ethics and Compliance function and make recommendations if any;
- to review the Group’s code of ethics, rules and procedures (including procedures with third parties); the Committee is informed of the plans for their promotion and implementation;
- to receive on an annual basis, the presentation of the Group’s risk map concerning ethics and compliance; it reviews the risks thus identified and is kept informed of their evolution and of the characteristics of their management systems;
- to receive from the head of Ethics & Compliance function the annual activity report on the Company’s ethics and compliance policy and actions undertaken; to review and recommend the proposed compliance action plan for the following year and to monitor its development;
- the Committee is informed of any possible cases of non-compliance with respect to the ethics and compliance policy, and reviews the actions plans carried out as a result of such cases;
- to review the liaison with stakeholders over ethical issues.
With respect to the sustainable development, in fulfilling its role, the Committee is responsible for the
- to review the Group’s environmental policies and management systems, the human resources policies, policies with respect to relationships with stakeholders (customers, suppliers, local communities)
- to receive on an annual basis, the presentation of the Group’s risk map concerning social responsibility and sustainable development; it reviews the risks thus identified and is kept informed of their evolution and of the characteristics of their management systems;
- to review and assess the reporting and control procedures on non-financial indicators (environmental, health and safety, social reporting and indicators);
- to review the main lines of the Company’s communication on corporate responsibility and sustainable development; the Committee also reviews the annual Board of Directors’ draft report on the social and environmental impact of the Company’s operations and provides the Board with its views on such report.
- to review and monitor the ratings received by the Group from non-financial rating agencies.
The Committee provides an opinion to the Audit Committee on the risk map for ethics, compliance, social responsibility, and sustainable development, and on the procedures for preventing such risks from