SISTEMA DI GOVERNANCE - en

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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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 The current By-Laws is available below.

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CODE OF ETHICS

FNM’s Code of Ethicsis 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 Modelwas 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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Code of Internal Dealing

The Code of Internal Dealing defines the rules for fulfilling disclosure obligations and rules of conduct relating to transactions concerning Company’s shares, debt instruments or other financial and associated instruments, by individuals within FNM who have decision-making power and/or significant knowledge of the Company’s strategies.

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Tool Whistleblowing

The FNM Group strongly believes in the importance of fostering an open corporate culture based on the principles of responsibility, integrity, transparency and merit.

To ensure the implementation of the aforementioned principles and compliance with the applicable legislation, the FNM Group makes available a Whistleblowing platform (Platform) to report facts or behaviors, adequately detailed, which may cause damage or prejudice to FNM S.p.A., the companies of the Group or Third parties. Commercial complaints from customers or for disservices and complaints of a personal nature are excluded.

The FNM Group encourages the active and responsible involvement of the individual who, with an ethical sense and in good faith, reports behaviors in contrast with company rules, regulations and procedures in order to identify any irregularities and promptly adopt the appropriate corrective action.

Reports, managed in compliance with the provisions of the Whistleblowing Procedure available on the Platform, can be send through one of the following channels:

The Platform is accessible from both the Intranet and the Internet at the address https://segnalazioni.fnmgroup.it, which allows the sending of reports also in anonymous and protected form;
Ordinary mail by sending in a sealed envelope, with the wording “confidential/personal”, to the address of the interested company of the FNM Group for the attention of the relevant Supervisory Body;
E-mail by sending it to the address of the Supervisory Body of the FNM Group Company concerned (indicated in Model 231 available on the website of the FNM Group companies).).

All reports are treated with the utmost discretion and confidentiality to protect the reporter from any risk of retaliation or repercussion on the professional or personal sphere. For this purpose, secure protocols and encryption tools used at the IT level.

All information and personal data acquired are processed in accordance with current legislation on the protection of personal data pursuant to Regulation 2016/679/EU (General Data Protection Regulation).

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.