BODIES

The governing bodies are: the Shareholders’ Meeting, which decides on matters reserved to it by law and by the Articles of Association in force, both in ordinary and extraordinary session. the Board of Directors, endowed with the broadest powers for the ordinary and extraordinary management of the Company for the purpose of achieving the corporate purpose, is the body that approves the Sustainability Report and the sustainability plan, periodically verifying its correct implementation.

The composition of the Board of Directors reflects the composition of the shareholders and pays particular attention to the development of specific business skills, an essential aspect in light of the peculiarities of the tanning sector within different and differentiated global value chains.

As of 31/12/2022, the Board of Directors consists of 6 members and is composed as follows:

In particular:

• Chiara Mastrotto has power of attorney in the field of “Sustainability” and “Environment”

• Fabio Soldà has powers of attorney in matters of “Safety and Health of Workers”, also configuring himself as an Employer pursuant to Legislative Decree no. 81/2008 that regulates this matter in Italy.

Any reports of critical situations are addressed to the Board of Directors or to the individual Delegated Directors through periodic reports by the Supervisory Body pursuant to Legislative Decree 231/01, the Company Official with responsibility for the environment, the Head of the Prevention and Protection Service, the Sustainability Manager.

In 2022, a training course on climate change and possible impacts on business management was activated, with the aim of providing the Board of Directors with coordinates on the possible scenarios in which the company will operate.

Another training activity was then added regarding the evolution of global supply networks, an important aspect given the Gruppo Mastrotto’s membership in global value chains in the automotive, fashion and home system sectors.

In addition to developing skills in the field of sustainability, this path will help the Board of Directors to identify and evaluate possible ways to assess its performance in the field of sustainability.

3.2.1 CONTROL BODIES

The main control bodies are: the Board of Statutory Auditors and the Supervisory Body pursuant to Legislative Decree 231/2001.

As of 31/12/2022, the Board of Statutory Auditors is composed of:

Load Name

President Nevio Dalla Valle

Auditor Primo Ceppellini

Auditor Antonio Pasquino

Alternate Auditor Davide Lombardi

Alternate Auditor Alessandro Pegoraro

The company auditing the economic and financial statements is EY Spa.

The Supervisory Body is within the regulatory framework provided by Legislative Decree 231/2001 which regulates the administrative liability of legal persons. This provision provides, for the purpose of excluding liability for offences against the company:

• adoption and effective application of an “Organisation, Management and Control Model” (MOG), with which Gruppo Mastrotto has been equipped for years

• establishment of a Supervisory Body (SB) with the purpose, among others, of supervising the correct application of the provisions of the aforementioned model.

As of 31/12/2022, the Supervisory Body pursuant to Legislative Decree 231/01 consists of:

Load Name

President Nevio Dalla Valle

External Member Francesco Falavigna

Internal Member Massimo Lechthaler