In 2021, the Audit Committee met eight times, with an attendance rate of 100%. Apart from its regular duties (International Financial Reporting Standards; Internal Control structure; any other financial reporting matters, including the Universal Registration Document) in 2021, the Audit Committee worked on:

• the Group’s Internal Control and Audit findings;
• the Group’s insurance coverage and costs;
• a request for proposal for external auditors;
• the review of a new M&A process;
• the new approach on risk management;
• the review of the Finance organization;
• a Business Development review;
• against the background of the pandemic, a review of the related risks, cash collection and liquidity.

The Remuneration Committee met five times in 2021, with an attendance rate of 100%. The Committee’s work during the year focused on discussions and/or recommendations regarding the:

• level of remuneration for the Chair of the Board and Board members, and related payouts;
• level and competitiveness of remuneration for the Chief Executive Officer and the Executive Vice-Presidents, related details (peer group review) and payouts;
• criteria and related targets to be used for the variable remuneration of the Chief Executive Officer and the Executive Vice-Presidents;
• design, level and granting of long-term stock-based incentive plans, including the Achieving Horizon Stock Option Plan;
• review of the remuneration of Executive Committee members;
• review of the shareholding guidelines and current and anticipated status for each Executive Committee member;
• review of the incentive philosophy and structure. This includes the possibility of using different stock-based awards to further engage and reward our employees, including the Sharing Horizon employee plan;
• review of remuneration-related documentation to be disclosed in the Universal Registration Document (Say on Pay) and the resolutions on remuneration policy for the Annual General Meeting;
• review of benchmark companies for remuneration packages for the Board, Chair and all executives.

The Nominations, Governance and CSR Committee met twelve times in 2021. The attendance rate was 100%. The Committee’s work focused specifically on:

• the evaluation of the Board’s performance (implementation of previous year action plan and 2021 self-evaluation); reviewing results; identifying areas for improvements; and actions taken;
• the calibration, search and selection of a new Director to become Chair of the Board;
• the identification of critical areas of development for the Board and of specific skills for continued development based on the newly introduced Board Skills matrix;
• the review of the Independence of Directors;
• the annual performance and development review of the Chief Executive Officer;
• the setting of objectives for the Chief Executive Officer;
• the emergency and long-term succession plans for the Chair and Chief Executive Officer;
• the review of the Roles and Responsibilities for CEO, Board of Directors, Non-Executive Chair and Lead Director;
• the implementation of new policies concerning Gender and Equality;
• the commitments of the Sustainable Development Program;
• the implementation of the new Code of Conduct (replacing the BIC Group Code of Ethics and Guide);
• the annual review of the organization and its Human Capital (including diversity policy within the Group and top management). This included a review of progress and a focus on the development and succession plans for key roles.