World Duty Free Group´s committees are governed by their rules, which are approved by the Board, in compliance with the criteria outlined in the Code of Conduct. The Human Resources Committee and the Control risks and Corporate Governance Committee are composed of no fewer than three members and, in any case, fewer than the majority of the members of the Board. The committees are made up of non-executive directors and include independent directors.
The committees have the right to access any information and Company functions necessary to perform their duties. They are also provided with adequate financial resources and can avail themselves of external advisers, in accordance with the terms established by the Board of Directors.
HUMAN RESOURCES COMMITTEE
The Human Resources Committee of World Duty Free S.p.A. is formed by Lynda Christine Tyler-Cagni (independent director chairing the committee), Paolo Roverato and independent director Laura Cioli.
The Committee incorporates in its functions those usually assigned to a “remuneration committee” as set out in Article 6 of the Code of Conduct of Borsa Italiana S.p.A. (as formulated by the latter’s Corporate Governance Committee on 5 December 2011). The Committee performs fact finding, propositional and advisory functions for the Board of Directors.
INTERNAL CONTROL AND CORPORATE GOVERNANCE COMMITTEE
The Internal Control and Corporate Governance Commitee is composed by independent director Laura Cioli (chair), Paolo Roverato and independent director Carla Cico.
The Committee is entrusted with the responsibility to consult and advise the Board of Directors in the assessment and decision-making concerning the Company and Group system of risk management, internal control, and corporate governance, as well as the periodic approval of financial statements.
RELATED PARTY TRANSACTION COMMITTEE
The Related Party Transaction Committee is made up of independent non-executive directors Carla Cico (Chair), Laura Cioli and Lynda Christine Tyler-Cagni.
Its functions and activities concern related party transactions as required by current law and regulations and World Duty Free S.p.A. related party transaction procedures, on the basis of which it issues reasoned opinions regarding the Company’s interest in carrying out related party transactions and the advisability and substantial fairness of the conditions involved.