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Preamble
This Policy was drafted by the Board of Directors of Newlat Food S.p.A., also in compliance with Article 123- bis, paragraph 2, letter d-bis of the TUF as well as the recommendations of the Corporate Governance Code, taking into account the opinion of the Appointments and Remuneration Committee and the results of the self-assessment performed by the Board of Directors with the aim of describing the policies relating to the composition of the Company’s governing and control bodies and keeping them up to date.
This Policy identifies and describes (i) the qualitative and quantitative characteristics of the members of the Board of Directors and the Board of Statutory Auditors, as well as (ii) the structure and composition required of these bodies.
Art. 1: Definitions
Below are the main definitions used in the Policy:
Shareholders’ meeting: Shareholders’ Meeting of Newlat Food S.p.A.
Shareholders: owners of shares issued by Newlat Food S.p.A.
Corporate Governance Code: Corporate Governance Code of Listed Companies approved on 31 January 2020 by the Corporate Governance Committee established by Borsa Italiana S.p.A. adopted by the Company.
Board of Statutory Auditors: the Board of Statutory Auditors of Newlat Food S.p.A.
Board of Directors or BoD: Board of Directors of Newlat Food S.p.A.
Committees: indicates the board committees of Newlat Food S.p.A.
Appointments and Remuneration Committee: the Appointments and Remuneration Committee of Newlat
Food S.p.A.
ESG: acronym for environmental, social and governance issues.
Group: Newlat Food S.p.A. together with its parent companies.
Newlat Food or Company: means the company Newlat Food S.p.A.
Policy: indicates this Policy on the Composition of the Board of Directors and the Board of Statutory
Auditors.
Corporate Governance Report: Report on Corporate Governance and Ownership Structure drafted pursuant to Article 123-bis of the TUF.
By-laws: the By-laws of Newlat Food S.p.A.
TUF: indicates the Consolidated Law on Finance – Italian Legislative Decree no. 58 of 24 February 1998.
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