AMCO’s Governance

As a result of the amendments to the Articles of Association approved by the Extraordinary Shareholders’ Meeting of 30 December 2024, AMCO adopts the one-tier administration and control model.

The one-tier system provides for the presence of a Management Control Committee composed of three independent members set up within the Board of Directors, which currently consists of 9 members.

Compared to other management and control models, the one-tier model turns out to be the governance system that allows – on the one hand – greater management efficiency, as the administration and control functions are concentrated in the same corporate body, thus facilitating integrated and rapid information flows, and – on the other hand – more effective controls, because the Board of Directors’ activities benefit from evaluations and controls carried out also ex ante by the Board Management Control Committee within the Board itself, that is composed of independent directors.

Board of Directors

The Board of Directors of AMCO S.p.A. consists of 9 members, whose term of office lasts until the approval of the 2025 annual report.

The composition of the Board of Directors ensures compliance with current provisions on gender balance.

The Directors of the Company declare that they possess the integrity and experience requirements laid down by the Consolidated Law on Banking for the corporate representatives of banks and financial intermediaries and are subject to the causes of ineligibility, incompatibility, suspension and forfeiture provided for by the aforesaid legislation as well as other regulations applicable to public companies such as AMCO.

Board committees

On the 26^th October 2023 AMCO Board of Directors (BoD) set up two Committees from within its ranks with investigative, propositional and advisory functions:

• Risk and Related Parties Committee (Connected Persons)
• Remuneration and Nomination Committee.

The Risk and Related Parties Committee (Connected Persons) has the task of assisting the Board of Directors by carrying out functions of a preliminary, propositional and advisory nature, regarding governance and risk management and the Internal Control System (ICS) to ensure its adequacy with respect to the characteristics of the Company in relation to the evolution of the organization and operations, as well as the regulatory context of reference.

The Risk and Related Parties Committee (Connected Persons) also oversees issues related to transactions with related parties (connected persons) in accordance with the applicable laws and regulations as well as the relevant internal regulations in force from time to time.

The Remuneration and Nomination Committee has the task of assisting the Board of Directors, performing functions of a preliminary, propositional and advisory nature, in matters of: (i) remuneration, incentives and performance objectives of AMCO’s executive directors and employees, in order to ensure clarity, reliability and the making of independent and informed decisions, free from possible conflicts of interest and consistent with the Company’s Code of Ethics, values and long-term strategy; (ii) composition and nomination of the BoD, in order to ensure the presence of individuals who are suitable to effectively perform the role assigned to them.