Committees

On 30 July 2018 the Board of Directors of CFT S.p.A., with the same duration, has established the following committees:

Related Parties Committee

Pursuant to the provisions of the current regulatory requirements, the company approved a procedure for governing the Related Party transactions (the “Related Parties Procedure”) which sets for a committee comprised of non-executive directors and for the majority independent to which transfer, particularly, the assignment to express opinions on related party transactions of greater or lesser importance (as defined in the same procedure), through the participation to the negotiations and the release of a prior opinion on the relevant operation.

Remuneration Committe

In compliance with the provisions of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana SpA., to the extent applicable to the Company also in consideration of the nature and the characteristics of the same Company, the Board of Directors has established the Remuneration Committee with the main assignment of formulating proposals or expressing opinions to the Board of Directors for the definition of the remuneration of the executive directors and of top management, including also the related incentive plans.

In consideration of the role and the nature of the Committee, as above described, it has been decided that the same will held its meeting with a frequency at least annual and, in any case, whenever the Chairman deems necessary / opportune or also on request of one or more of its member. The meeting will be convened in useful time to formulate proposals or to express opinions to the Board of directors or pursuant the requests of the Related Parties Procedure. For the validity of the meeting it is necessary the presence of the majority of the components of the Committee and the determinations of the Committee are adopted with absolute majority of the members participants to the meeting.

Extraordinary Operations Committee

The Company has adopted a Committee for Extraordinary Transactions, whose purpose is to express an opinion on all proposals to execute extraordinary transactions (such as acquisitions, mergers, demergers and contributions, divestments, rentals of businesses or business operations) that involve a cash outlay of more than 1 million euros that could involve the Company or its subsidiaries.