Corporate bodies

BOARD OF DIRECTORS

The Board of Directors performs a pivotal role within the corporate organization. Its task and responsibilities include setting strategic and organizational guidelines and ensuring that adequate controls to monitor the performance of the Group are in place.

Control and Risk Committee and Sustainability

The Control and Risks Committee which is staffed with non-executive independent Directors, provides consulting support and makes recommendations with regard to defining the guidelines of the system of internal control and assessing on a regular basis the system’s adequacy, efficiency and effective implementation. Together with the independent auditors and the Accounting Documents Officer, it assesses the adequacy of the accounting principles used by the Company and evaluates proposals submitted by the independent auditors in connection with the award of the audit assignment, as well as their audit work plan, and monitors the effectiveness of the auditing process.

Compensation and Nominating Committee

The Compensation Committee, which is staffed with non-executive Directors, the majority of whom are independent Directors, is responsible for submitting to the Board of Directors proposals concerning the compensation of the Chief Executive Officer and of all other Directors who perform special tasks and for monitoring the proper implementation of approved resolutions and general recommendations concerning the compensation of Group managers with strategic responsibilities. The Compensation Committee has been assigned specific tasks in connection with the management of any future stock option plans.

Related-Party Committee

Board of Statutory Auditors

The Board of Statutory Auditors is responsible for ensuring that the Company operates in compliance with the applicable laws and the Bylaws, that its system of internal control and its organizational, administrative and accounting structure are adequate. It is also required to assess the independence and technical qualifications of the independent auditors.

SURVEILLANCE BOARD

The Surveillance Board is responsible for ensuring that the Organizational Model pursuant to Legislative Decree no. 231/2001 adopted by DiaSorin is functioning correctly, is effective and is being complied with. The Board is also responsible for recommending updates and periodically monitoring the compliance with the Model’s principles and controls.