Committees

AUDIT COMMITTEE

The Board of Directors has established an audit committee. The primary duties of the audit committee are to review and supervise our financial reporting process and internal controls. The audit committee currently consists of three independent non-executive Directors. The table below shows the current members of the audit committee.

The table below shows the current members of the board of statutory auditors:

name	position
Mr. Yoël ZAOUI	Committee Member (Independent Non-Executive Director)
Ms. Marina Sylvia CAPROTTI	Committee Member (Independent Non-Executive Director)
Mr. Maurizio CEREDA	Committee Member (Independent Non-Executive Director)

The responsibilities of the audit committee include, among others:

to make recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor;
to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process;
to discuss with the external auditor before the audit commences the nature and scope of the audit and reporting obligations;
to develop and implement policy on the engagement of an external auditor to supply non audit services and to report to the Board, identifying any matters in respect of which the committee considers that action or improvement is needed and making recommendations as to the steps to be taken;
to monitor integrity of the interim and annual financial statements and interim and annual reports and accounts and to review significant financial reporting judgments contained in them before submission to the Board;
in regard to (5.) above, to consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and give due consideration to any matters that have been raised by the Finance Director, Company Secretary or auditors;
to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);
to review the external auditor’s management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management’s response, and to ensure that the Board provides a timely response to the issues raised;
to review our Company’s statement on internal control systems (where one is included in the annual report) prior to endorsement by the Board;
to review and discuss with management our Company’s financial controls, internal control and risk management systems;
to monitor and review the effectiveness of the internal audit function, consider the major findings of internal investigations and management’s response, and ensure coordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing within our Company and is free from management or other restrictions;
to report to the Board on the matters raised in the Code on Corporate Governance Practices set out in Appendix 14 to the HK Listing Rules;
to review arrangements by which employees of our Company may, in confidence, raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee should ensure that proper arrangements are in place for the fair and independent investigation of such matters and for appropriate follow-up action;
to consider other topics, as defined by the Board.

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Terms of reference of the Audit Committee

NOmination COMMITTEE

The Board of Directors has established a nomination committee. The primary duties of the nomination committee are to make proposals to the Board of Directors on the structure, size and composition of the Board of Directors. The committee is composed of not more than three directors, all chosen from among the members of the Board of Directors of the Company, the majority of whom shall be indipendent.

The table below shows the current members of the nomination committee.

name	position
Mr. Maurizio CEREDA	Committee Member (Independent Non-Executive Director)
Mr. Lorenzo BERTELLI	Committee Member (Executive Director)
Ms. Marina Sylvia CAPROTTI	Committee Member (Independent Non-Executive Director)

The responsibilities of the nomination committee include, among others:

to review, at least once a year, the structure and composition of the Board of Directors and the number of Directors (including their relevant skills, knowledge and experience) and formulate proposals concerning the change of the composition of the Board of Directors, in order to ensure full implementation of the Corporate Governance strategy pursued by the Company;
to identify persons who are qualified and eligible to become members of the Board of Directors, select persons to appoint as directors or make recommendations to the Board of Directors in relation to their selection;
to assess the independence of the independent non-executive directors;
to make proposals to the Board of Directors with respect to the appointment or re-appointment of directors and plan for the succession of directors, in particular the Chairman and the Executive Directors.

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Terms of reference of the Nomination Committee

remuneration COMMITTEE

The Board of Directors has established a remuneration committee. The primary duties of the remuneration committee are to make recommendations to the Board on our Company’s policy and structure for all remuneration of directors and senior management, the establishment of a formal and transparent procedure for developing policy on such remuneration and the appointment of Directors and management of Board succession.

The table below shows the current members of the remuneration committee.

name	position
Ms. Marina Sylvia CAPROTTI	Committee Member (Independent Non-Executive Director)
Mr. Paolo ZANNONI	Committee Member (Independent Non-Executive Director)
Mr. Yoël ZAOUI	Committee Member (Independent Non-Executive Director)

The responsibilities of the remuneration committee include, among others:

to determine the remuneration packages of individual executive Directors and senior management;
to determine the terms and conditions on which the employment of any executive Director or senior management shall be terminated to ensure that any compensation payment is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for our Company;
to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from the time to time;
to make recommendation to the Board on the remuneration of non-executive Directors;
to ensure that no Director or any of his associates is involved in deciding his own remuneration.

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Terms of refernce of the Remuneration Committee