• evaluation of the internal audit and risk management system
• examination and approval of proposals by the management, the Head of Internal Audit and the audit firm on the economic-financial information structure required for monitoring and representing the company comprehensively
• definition and update of the guidelines for the internal control and risk management system and the means to be used to assess, manage and monitor the Company’s main risks, as well as understand the extent to which these risks are compatible with the Company’s strategic objectives
• evaluation of the adequacy and efficacy of the internal control and risk management system in relation to the characteristics of Amplifon and relative risk profile
• monitoring of the independence, adequacy, efficacy and efficiency of the Internal Audit function
• evaluation of any matters arising from regular reports prepared by the Head of Internal Audit, from communications from the Board of Statutory Auditors and its individual members
• evaluation, together with the Financial Report Officer, and with the independent auditors, of the adequacy and consistency of the accounting principles used for drafting the consolidated financial statements
• examination of topics linked to sustainability
• examination of the Non-Financial Disclosure drawn up in accordance with Legislative Decree 254/2016
• the evaluation and supervision of the anti-corruption program

The Committee must report to the Board of Directors at least once every six months, at the time of the approval of the financial statements and the half-year financial report, on the activity performed and on the adequacy of the internal control and risk management system. 

In its capacity as Appointments Committee, the Remuneration and Appointments Committee carries out the following functions, in particular:

• give opinions to the Board of Directors on the size and composition of the Board itself and make recommendations on the professional profiles whose presence on the Board is considered appropriate
• give opinions on the maximum number of appointments each Director and Statutory Auditor may hold
• propose candidates for the role of Board Member in the case of co-optation (when it is necessary to replace an Independent Director)
• formulate opinions to the Board of Directors in relation to the succession plans for the CEO and the group’s Key Managers.

In its capacity as Remuneration Committee, the Committee carries out the following functions, in particular:

• submit the group's remuneration policy to the Board of Directors for approval and monitor its correct implementation
• present to the Board proposals for the CEO's remuneration in line with market rates
• express opinions on the proposals made by the CEO relating to remuneration of Key Managers
• upon request of the CEO, examine the stock-based incentive plans for all employees who hold key positions and submit them to the Board of Directors for approval
• monitor the application of decisions adopted by the Board of Directors relating to the remuneration policy. 

The Related-Party Transactions Committee, which is convened and meets only if necessary, must in particular:

• express a non-binding reasoned opinion on the interests of Amplifon in completing less-significant transactions, as well as on the convenience and on the substantial correctness of related conditions
• be involved in the negotiation phase and preliminary phase in the case of more significant transactions. Once this phase has ended, it must issue a binding reasoned opinion on the interests of the company in completing the transaction, as well as on the convenience and substantial correctness of related conditions.