Committees and Surveillance Board

^{(1) Independent Director}

The Control and Risks Committee and Sustainability which is composed by non-executive independent Directors, provides consulting support, and makes recommendations with regard to the guidelines of the system of internal control and risk management, assesses on a regular basis the system’s adequacy, efficiency and effective implementation. Upon request of the Chief Executive Officer, the Committee releases opinion on specific topics related to the identification of the main corporate risks  as well as in relation to the design, implementation and management of the system of internal control. Together with the independent auditors and the Accounting Documents Officer, it assesses the adequacy of the accounting principles used by the Company and evaluates proposals submitted by the independent auditors in connection with the award of the audit assignment, as well as their audit work plan, and monitors the effectiveness of the auditing process.

^{(1) Independent director}

The Compensation and Nominating Committee, which is composed by non-executive Directors, the majority of whom are independent Directors, is responsible for submitting to the Board of Directors proposals concerning the compensation of the Chief Executive Officer, of all other Directors as well as of the top management and for monitoring the proper implementation of approved resolutions and general recommendations concerning the compensation of Group managers with strategic responsibilities. The Compensation and Nominating Committee has been assigned specific tasks in connection with the management of stock-based incentive plans.

^{(1) Independent Director}

The Surveillance Board is responsible for ensuring that the Organizational Model pursuant to Legislative Decree no. 231/2001 adopted by Diasorin is functioning correctly, is effective and is being complied with. The Board is also responsible for recommending updates and periodically monitoring the compliance with the Model’s principles and controls.