Corporate Governance at Piaggio

Highlights

The Corporate Governance system adopted by Piaggio&C. conforms to the principles in the Self-Regulatory Code of companies listed on Borsa Italiana SpA and to national and international best practices, guaranteeing the proper and responsible management of the Company, in order to promote confidence among shareholders, customers and partners.

Chairman and Chief Executive Officer

The Chairman and Chief Executive Officer was granted all powers of ordinary and extraordinary administration, with the exclusion of powers reserved to the formal authority of the Administrative Body

Deputy Chairman

The Deputy Chairman substitutes for the Chairman.

Board of Directors

The Board has a central role in connection with corporate organisation and is responsible for the functions and strategic guidelines, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and Group companies of which it is the Parent Company.

The Board has all powers for the management of the company and for this purpose can approve or execute all actions considered necessary or useful for the implementation of the objects of the company with the exception of those reserved by law and by the Articles of Association for the Shareholders' Meeting.

Appointment Proposal Committee

The Appointment Proposals Committee has the duty of ensuring that the presentation procedure for lists set by the Articles of Association takes place correctly and transparently and arranges the necessary formalities for the presentation of these lists to the Shareholders in Meeting convened for the appointment of the Board of Directors or members thereof.

Remuneration Committee

The Remuneration Committee has the duty: (i) to make proposals to the Board regarding the remuneration of the Chief Executive Officer and other directors who hold special positions, monitoring the application of the decisions made; and (ii) to make general recommendations to the Board regarding the remuneration of executives having strategic responsibilities in the Piaggio Group and occasionally checking the criteria adopted for the remuneration of these executives.

Moreover, duties relating to the management of stock option plans that may have been approved by relevant Company bodies have been given to the Remuneration Committee.

Internal Control and risk management Committee

The Internal Control and risk management Committee assists the Board in carrying out activities inherent in the internal control and risk management system, specifically in defining guidelines for the system and the activities involved in periodic inspections of the system’s suitability, efficacy and effective functioning; examines the work plan of the internal audit and the periodic interim reports sent by the latter; together with the financial reporting manager and the auditors and the body of statutory auditors, assesses the correct use of the accounting principles used and their consistency in the drafting of the Consolidated Financial Statements; expresses opinions on specific issues relating to the identification of the main risks for the Company; refers to the Board at least half-yearly, on the approval of the interim financial statements and report, regarding the activities performed by and the suitability of the internal control and risk management system; monitors the independence, adequacy and efficiency of the internal audit functions; performs additional tasks that the Board feels appropriate for the Committee.

Related Parties Transactions Committee

The Related Parties Transactions Committee is responsible for approving both minor and major transactions with related parties and performs all the activities requested by the applicable law provisions and by the procedure adopted by the Company concerning the above mentioned transactions.

Supervisory Body

Pursuant to Legislative Decree 231/2001, inspects the effective implementation and functioning of the Organisational Model and is provided with initiative and control duties.

Lead Independent Director

He represents a point of reference and co-ordinates the petitions of non-executive directors, and particularly of independent directors.

Business Ethics Committee

The Business Ethics Committee has the purpose to develop rules and organisational strategies for the Piaggio Group in line with international best practices of “Corporate Social Responsibility” as well as to evaluates the ethical company standards.

Financial Reporting Manager

The Financial Reporting Manager has the duty to draw up the relevant documents of the Company and to guarantee the authenticity of the deeds and of the communication which contain information and data concerning economic and financial situation of the Company.

Board of Statutory Auditors

The Board of Statutory Auditors monitors the correct management and the adequateness of the company organization and the economic and financial structure adopted by the directors as well as the relevant functioning.

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Last update: 04/29/2013 08:48