Composition of the Committees and informations about their operating rules

The Board of Directors has set up internal committees with propositional and advisory functions, adopting regulations defining their tasks and operating rules.

The current Board of Directors of Prysmian S.p.A. has set up three internal Committees and appointed their members, including the Chairperson.
The composition, duties and functioning of the Committees are governed by the Corporate Governance Regulations adopted by the Board of Directors.
The Committees are composed of three non-executive Directors, the majority of whom are independent pursuant to the Corporate Governance Code and the T.U.F., with the exception of the Remunerations and Nominations Committee, where one member is qualified as independent only pursuant to the T.U.F.. The term of office of each member corresponds to the term of office of as Director.
The Board of Directors has established an annual budget for each of the Committees in relation to any external consultancy they may require.
Persons who are not members of the Committees may also attend Committee meetings by invitation.

Control and Risks Committee


  • It supports the Board in decisions relating to the internal control and risk management system, as well as those relating to the correct use of accounting standards and their uniformity for the purposes of preparing the consolidated financial statements.
  • It monitors the independence, adequacy and efficiency of the internal audit function, reviewing the annual Audit Plan and periodic reports.
  • It expresses opinions to the Board on the assessment of (i) the management of risks, including medium and long-term risks and (ii) the determination of the degree of compatibility of such risks with a management consistent with the identified strategic objectives.
  • It has also been identified as the committee responsible for expressing prior opinions when the competent body approves certain transactions entered into by Prysmian, or its subsidiaries, with related parties, in accordance with the rules governing such transactions, adopted by Prysmian.


Remunerations and Nominations Committee


  • The Board has concentrated in a single committee the functions that the Corporate Governance Code attributes to the appointments and remunerations committee respectively.
  • It supports the Board in drawing up the remunerations policy, in the self-assessment process, in the preparation of the succession plan for top management and in the possible definition of a list of candidates for the renewal of the Board of Directors.
  • It expresses opinions on the definition of criteria and recommendations for the optimal composition of the Board, including criteria on diversity and guidelines on the maximum number of directorships.
  • It formulates proposals or opinions on incentive and loyalty plans for the Group's management and employees and on the remunerations of executive directors, directors holding special offices and top management.

Sustainability Committee


  • It has the task of supervising sustainability issues related to the exercise of the business activity and its dynamics of interaction with all stakeholders, promoting the policy to be submitted to the Board of Directors that integrates sustainability into business processes in order to ensure the creation of sustainable value over time.
  • It expresses opinions on the annual and multi-year sustainability objectives to be achieved with specific reference to the management of related medium and long-term risks and on the initiatives and programmes promoted by the Company in terms of corporate social responsibility.
  • It examines, in advance of the Board, the annual sustainability report. 

(*) Up to March 3rd, 2020, Remuneration, Nomination and Sustainability Committee
(**) Operating from March 3rd, 2020