1.9 GOVERNANCE

Maire Tecnimont’s corporate governance system, which is defined according to how the Company performs its activities and pursues its strategies, plays a central role in the process of identifying and subsequently implementing the Group’s sustainability initiatives.

More specifically, the Company’s sustainability strategies identify Maire Tecnimont’s corporate governance system as the essential tool for developing and managing the key sustainability issues, in line with the approved Sustainability Plan. At its meeting on 11 February 2021, the Board of Directors of Maire Tecnimont resolved to adopt the Principles and Recommendations of the “Corporate Governance Code” approved by the Corporate

BOARD OF DIRECTORS

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9 Fabrizio DI AMATO

CHAIRMAN

Pierroberto FOLGIERO

CEO & COO

Luigi ALFIERI

DIRECTOR

Gabriella CHERSICLA

DIRECTOR

Andrea PELLEGRINI

DIRECTOR

Patrizia RIVA

DIRECTOR

Vittoria GIUSTINIANI

DIRECTOR

Stefano FIORINI

DIRECTOR

Maurizia SQUINZI

DIRECTOR Governance Committee of Borsa Italiana S.p.A. in January 2020, which became effective on 1 January 2021 (the “New Code”). In passing the above resolution, the Maire Tecnimont’s Board of Directors took into account the importance for stakeholders, in the current global market context, of having a corporate governance system that is always in line with the most recent international best practices, and the Company’s positive rank-

ings in the main sustainability indi-

ces, which is partly thanks to its ratings on corporate governance issues.In particular, the New Code provides that the Board of Directors guides the Company by pursuing “sustainable success”, i.e. with the aim of creating long-term value to the benefit of shareholders, taking into account the interests of Maire Tecnimont’s other key stakeholders12. Maire Tecnimont’s governance is based on a traditional administration model that includes a Shareholders’ Meeting, a Board of Directors and a Board of Statutory Auditors12. The Board of Directors and the Board of Statutory Auditors of Maire Tecnimont are appointed at the Ordinary Shareholders’ Meeting according to a slate voting system that protects the rights of the minority shareholders. On 29 April 2019, the Ordinary Shareholders’ Meeting appointed a Board of Directors of 9 members (of which 2 executive Directors) for the three-year period 2019-2021, i.e. until approval of the company financial statements at 31 December 2021 as follows:

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12 For further information on the New Code, its adoption by Maire Tecnimont and the ongoing process of adapting the Company’s corporate governance system to the Principles and Recommendations of the New Code, please refer to the “Corporate Governance and Ownership Structure Report for 2020”, which was prepared pursuant to art. 123-bis of the Consolidated Finance Act and is available on the corporate website (www.mairetecnimont.com, “Governance” section) (the “Corporate Governance for the year 2020”). 13 Further information on Maire Tecnimont’s corporate governance system can be found in the Corporate Governance Report for the year 2020.

Currently, the number of inde- The Board of Directors is also pendent directors (5 independents well-balanced in terms of educational out of 9 appointed directors), all background, professional and mananon-executive, exceeds the num- gerial skills, age, geographical origin

ber required by law and international ex-

and the Maire perience, and meets Tecnimont By-Laws. DIVERSITY IN the diversity criteria Similarly, the Com THE BOARDS defined by the Board mittees are composed of non-execu- 4 ON THE BOARD OF DIRECTORS of Directors in 2019 when the Board was tive directors, the WOMEN re-elected, as indicatmajority of whom are independent, includ- 1 ON THE BOARD OF STATUTORY ed in the Board of Directors’ Illustrative Reing the Chairperson. WOMAN AUDITORS port14. Likewise, the

current Board of

Regarding gender diversity, the current 2 WOMEN ON THE SUPERVISORY BODY Statutory Auditors is also well-balanced in

Board of Directors, terms of diversity with 4 women out of and meets the diver-

9 directors, is fully compliant with sity criteria approved by the Board of the most recent legislative provi- Directors in 2019 after consulting the sions, effective from January 2020, Board of Statutory Auditors, at the strengthening gender diversity in the time of re-election of the supervisory Board of Directors and the Board of body, as indicated in the Board of DiStatutory Auditors. rectors’ Illustrative Report15 .

The current composition of the Board of Statutory Auditors is also in line with the current legal provisions on

gender diversity (1 woman out of 3 appointed Auditors).

The Board of Directors has two internal committees with advisory functions, the Remuneration Committee and the Control Risk and Sustainability Committee. The Board of Directors has also established a Related Party Committee, which is assigned the tasks and duties set out by the Related Parties Regulation issued by CONSOB, the Italian Authority for listed companies.

The Board of Directors has appointed a Supervisory Body (“231 Supervisory Body”) involved in the operation, observance and updating of the 231 Model and in implementing at the Company the provisions of Italian Legislative Decree 231/2001.

THE SHAREHOLDERS’ MEETING

It adopts resolutions on issues indicated by the law, such as approval of financial statements, appointment of the Board of Directors, Board of Statutory Auditors, Independent Auditors and amendments to the Company’s By-laws.

BOARD OF STATUTORY AUDITORS

It monitors the compliance with the law and the Company’s Bylaws, the principles of good administration and the suitability of the organizational, administrative and accounting structure.

BOARD OF DIRECTORS

It leads the pursuing of the sustainable success of the Company and the Group. For this purpose, it defines the strategies, monitoring their implementation, and the corporate governance system, while promoting dialogue with shareholders and relevant stakeholders.

APPOINTED AUDITOR

It has a mandate to form an opinion on the financial statements and to verify the proper keeping of the company accounts and the correct reporting of the operating events in the accounting records. Management bodies Control bodies

Management and Control bodies

Supervisory bodies

DESIGNATED AUDITOR

It is responsible for verifying compliance with the “Non-Financial Statement” pursuant to Legislative Decree 254/2016.

CONTROL RISK AND SUSTAINABILITY COMMITTEE

It assists the Board of Directors in assessing the suitability of the internal control and risk management system including the risks relevant for the sphere of sustainability.

REMUNERATION COMMITTEE

It formulates proposals regarding the remuneration of the Directors, including those holding special offices, and the executives of the Group.

RELATED-PARTY COMMITTEE

It carries out those tasks reserved to it by the CONSOB Related Parties Regulation and the related procedure adopted by the Company.

231 SUPERVISORY BODY

It carries out activities on the operation, observance and updating of the “Model 231” and on the implementation, within the Company, of the provisions of the Legislative Decree 231/2001.

14 On the second item on the Agenda of the Shareholders’ Meeting held on 29 April 2019, which is available on the Company’s website (www. mairetecnimont.com, “Governance” section, “Shareholders’ Meeting Documents”, “2019”). 15 On the third item on the Agenda of the Shareholders’ Meeting held on 29 April 2019, which is available on the Company’s website (www. mairetecnimont.com, “Governance” section, “Shareholders’ Meeting Documents”, “2019”).

Confirming the importance of the corporate governance system for Maire Tecnimont, the Board of Directors has stated its opinion on the opportunity not to take up the option of redefining the Company’s governance by using the exemptions provided for in the New Code for “non-large companies” and “concentrated ownership companies”, a category to which Maire Tecnimont currently belongs. These considerations also concerned the self-assessment of the Board of Directors and its Committees (the “Board Evaluation”), its effectiveness and usefulness, which were positively assessed by the Independent Directors.

Even though one of the recommendations of the New Code is that only “large companies” other than those with “concentrated ownership” should carry out an annual self-assessment of the size, composition and actual functioning of the Board of Directors and its Committees, rather than every three years, the Company’s Board of Directors has decided that the Board Evaluation should be carried out annually.

This decision was made by taking into account the positive results obtained in previous years, following the Board Evaluation, in terms of the Board members’ discussions about issues relevant to the Company’s corporate governance, also for the purpose of its continuous improvement.

The results of the Board Evaluation for 2020 were shared in advance with the Lead Independent Directors and were presented to the Board of Directors and reported in the 2020 Corporate Governance Report.

The Board of Statutory Auditors also conducted a self-assessment for 2020, concerning among other matters the adequacy of the composition of the Board of Statutory Auditors, the professional expertise on the Board, and the functioning and climate of its meetings.

The results of the Board of Statutory Auditors’ annual self-assessment were sent to the Board of Directors and were also reported in the 2020 Corporate Governance Report.

The Chairman of the Board of Directors of Maire Tecnimont, with the support of the Secretary to the Board and the Group Corporate Affairs, Governance & Compliance function, held a series of induction sessions in order to improve the knowledge of the members of the Board of Directors and the Board of Statutory Auditors, in relation to the activities of the Company and the Maire Tecnimont Group, and on the principles of proper risk management and the applicable regulatory framework16 .

The Board of Directors and the Board of Statutory Auditors periodically receive specific information about all the activities of

Maire Tecnimont and the Group, with particular reference to the evolution of corporate dynamics, operating results and the most important economic, financial and equity transactions, ownership structure, financial position and extraordinary transactions.

The reports given to the Board of Directors and Board of Statutory Auditors are coordinated by the Chairman, in agreement with the Chief Executive Officer of Maire Tecnimont and with the support of the Secretary of the Board of Directors and the Group Corporate Affairs, Governance & Compliance function.

16 Further information about the induction sessions held in 2020 can be found in the Corporate Governance and Ownership Structure Report for 2020.

GOVERNANCE OF SUSTAINABILITY

The corporate governance of Maire Tecnimont is aligned to the international best practices on sus-

tainability. The “Control Risk and Sustainability Committee” is tasked among other things with assisting the Maire Tecnimont Board of Directors in evaluating all risks that are relevant to the sustainability of the long-term activities of the Company and the Group. Specifically, this Committee is in charge of:

examining sustainability matters related to the business and to relations with stakeholders;

examining the reporting and consolidation system for drafting the Group’s Sustainability Report that includes the Non-Financial Statement as per Legislative Decree No. 254/16 (“NFS”);

examining the Maire Tecnimont Group’s Sustainability Report, which includes the NFS, and giving an opinion prior to its approval by the Board of Directors;

monitoring the position of the Company on sustainability topics and in particular on the ethics indicators of sustainability;

giving opinions on sustainability topics if they are required by Board of Directors.

The “Internal Sustainability Committee”, a strategic advisory body for the Chief Executive Officer of Maire Tecnimont S.p.A., is tasked with assisting in the preparation of policies for the sustainable management of the business and of the related development programmes, guidelines and objectives including those on corporate giving, for monitoring their fulfilment, and for the analysis of interactions with stakeholders.

The “Sustainability Reporting” function, which reports directly to the Chief Financial Officer, is responsible for preparing the Group’s Sustainability Report which contains the Non-Financial Statement required by Legislative Decree 254/2016 (NFS). It is also responsible for planning and monitoring sustainability activities, in collaboration with the Corporate functions involved.

The Green Acceleration Advisory Board, which is made up of leading representatives from Industry, Finance and Academia and which serves the Chairman of the Board of Directors and the Company’s Chief. Executive Officer, assists these bodies in developing their knowledge of the energy transition process and in consolidating the Group’s identity as a leading player in innovating the green chemistry sector.

Lastly, in light of the positive results achieved by the Maire Tecnimont Group from its existing sustainability actions, the growing attention of stakeholders to sustainability issues and the evolution of self-regulatory provisions and international best practices, the “Group Sustainability” function will be set up in 2020, with a view to further strengthening internal skills and structures. This new function is responsible for implementing the Group’s sustainability strategy as defined in line with the Sustainable Development Goals (SDGs), for engaging with internal and external stakeholders and for planning and monitoring sustainability activities.

The new function is responsible for managing philanthropy and cooperation initiatives with the sites where the Maire Tecnimont Group operates. In collaboration with the project teams and the regional Vice President, the function helps to develop the local social engagement plans, assuring the external communication of social responsibility initiatives.

In 2020, further steps in the process of strengthening sustainability governance led to the approval of new Maire Tecnimont Group policies that, along with the reference principles, define our vision for Sustainability, Health and Safety, Environment, Human Resources, Human Rights, Supply Chain and Quality.

For the three-year period 2019-2021, the Maire Tecnimont Group has set up a Long Term Incentive Plan for its Chief Executive Officer and Chief Operating Officer, and for selected top managers, in which 10% of targets are linked to ESG parameters.

Taking into account the global changes deriving from the Covid-19 emergency and its impact on Maire Tecnimont Group’s scope of action, the decision was taken – in the pursuit of the Company’s medium-long term interests, the Group’s sustainability and market competitiveness – to suspend for 2020 the application of any form of variable annual management incentive (MBO).