GOVERNANCE SYSTEM

FNM S.p.A., a share-issuing company listed on the Borsa Italiana S.p.A. market, adopts a corporate governance system that complies with the provisions of the law and of the current CONSOB legislation, in line with the contents of the Corporate Governance Code for Listed Companies on the Italian stock Exchange and with national and international best practices.

FNM's governance structure is based on a traditional organizational model and consists of the following bodies: Shareholders' Meeting, Board of Directors, Board of Statutory Auditors and an external auditing firm.

RULES OF PROCEDURE OF THE BOARD

The rules of procedure govern the functioning of the Board of Directors of FNM S.p.A., including the procedures for recording the minutes of the meetings as well as for managing the reporting to the directors, in compliance with the law, regulations and the bylaws, and in light of the principles and recommendations of the Corporate Governance Code to which the Company adheres.

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SHAREHOLDERS ENGAGEMENT POLICY

In accordance with Principle IV and Recommendation no. 3 of Borsa Italiana's Corporate Governance Code, FNM's Engagement Policy aims to enhance and foster the dialogue between the Company, the financial community and the markets by building, maintaining and developing a constant, proactive and trusting relationship with Shareholders and Stakeholders, promoting dialogue activities that help align the interests of the latter with those of the Company, in order to favour the stability of investments and the sustainable success of the Company and the Group in the medium/long term.

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Link allo Statuto di FNM Group

By-Laws

The By-Laws is the act that defines the main rules underlying the company's organization and activity. The current By-Laws is available below

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Link al codice etico di FNM Group

CODE OF ETHICS

FNM's Code of Ethics is a reference point for all its employees' actions.

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THE CURRENT 231 MODEL

FNM and its subsidiaries have adopted their own Organizational Models since 2005. They were drafted in compliance with the provisions of Legislative Decree no. 231/2001 and the ASSTRA guidelines. The current 231 Model was updated in 2016..

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THE CORPORATE GOVERNANCE CODE

The Corporate Governance Code defines the guidelines for the Internal Control and Risk Management System.

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ANTI BRIBERY POLICY

Anti Bribery policy defines the guidelines to prevent corruption

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Auditing firm

Auditing is carried out by a company registered in the Register according to the relevant laws and regulations and in particular to the Consolidated Financial Act (Legislative Decree 58/98)
On 28 April 2017, the Shareholders' Meeting appointed PricewaterhouseCoopers SpA as the auditing firm for for the 2017-2025 nine-year period. This appointment requires regular verification of bookkeeping and correct recording of the management facts in the accounting records, as well as verification of separate and consolidated financial statements. The same company has also been tasked with revising the FNM Group's Sustainability Report.