The committee consists of five non-executive directors, all independent, two of whom chosen from a minority slate. At least one of the members must have adequate skills in accounting and finance

On 29 September 2011, the Board of Directors accepted the resignation of Francesco Profumo from the Internal Control and Corporate Governance Committee, appointing Lucia Calvosa in his place.

During 2011, the Committee held fourteen meetings. The average duration of the meetings was 2.7 hours and the attendance rate was 100%.

The Committee for internal control and corporate governance, existing in our governance structure since 2000, has the following advisory and proposal functions.

The Committee:

• evaluates the adequacy of the internal control system
• evaluates the work plan prepared by the person responsible for internal control, from whom it receives periodic reports (on a quarterly basis)
• evaluates the proposals made by the external auditors in order to be awarded the appointment, the audit plan and the results set out in any letter of suggestions
• reports to the Board of Directors on the activity performed from time to time and in any case on the adequacy of the internal control system on the occasion of the meetings held to approve the annual financial statements and the half-yearly report
• assists the Board in undertaking its tasks for the corporate internal control system
• evaluates the work plan of the person responsible for internal control, from whom it receives reports
• evaluates - together with the administrative officers of the Company, the manager responsible for preparing the Company's financial reports and the statutory auditors - the correct use of accounting standards in the Group for the purpose of drawing up the consolidated financial statements
• supervises the effectiveness of the auditing process, observance of the rules of conduct for transactions with related parties, and compliance with and periodical updating of the rules for corporate governance

In addition, the Board of Directors on April 13 2011 attributed to the Internal Control and Corporate Governance Committee the responsibility for related party transactions as per the specific Procedure and the task of overseeing matters of corporate social responsibility.

The Chairman of the Board of Statutory Auditors, or another statutory auditor appointed by the Chairman, attends the meetings of the Committee. The Committee and the Board of Statutory Auditors meet jointly when the topic to be discussed makes this suitable.

To support its activities, the Committee may use Company facilities and external consultants. After each of its meetings, the Committee reports to the Board on the activities undertaken at the first suitable date, and in any case reports on the adequacy of the internal control system at the time of the approval of the financial statements and of the half-yearly report.