Corporate Governance
The system of corporate governance adopted by Diasorin is consistent with the recommendations of the Code of Conduct published by Borsa Italiana and meets the requirements of the MTA regulations for issuers of securities who qualify for STAR listing.
The Board of Directors performs a pivotal role within the corporate organization. Its task and responsibilities include setting strategic and organizational guidelines and ensuring that adequate controls to monitor the performance of the Group are in place.
The Board of Statutory Auditors is responsible for ensuring that the Company operates in compliance with the applicable laws and the Bylaws, that its system of internal control and its organizational, administrative and accounting structure are adequate. It is also required to assess the independence and technical qualifications of the independent auditors.
The Nominating Committee, which is staffed with non-executive Directors, the majority of whom are independent, is responsible for ensuring that the filing of slates of candidates in accordance with the Bylaws is carried out correctly and transparently and for carrying out the process required to submit the slates of candidates to the Shareholders’ Meeting convened to elect the Board of Directors.
The Compensation Committee, which is staffed with 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 and of all other Directors who perform special tasks and for monitoring the proper implementation of approved resolutions and general recommendations concerning the compensation of Group managers with strategic responsibilities. The Compensation Committee has been assigned specific tasks in connection with the management of any future stock option plans
The Internal Control Committee which is staffed with non-executive independent Directors, provides consulting support and makes recommendations with regard to defining the guidelines of the system of internal control and assessing on a regular basis the system’s adequacy, efficiency and effective implementation. 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.
Independent Auditors: Deloitte & Touch S.p.A.