The Corporate-Governance model adopted by Sorin S.p.A. is consistent with the recommendations and regulations contained in the Code of Conduct issued by Borsa Italiana.

Board of Directors
It enjoys the most ample powers over both the Company's regular and nonrecurring business transactions. It provides direction to the Company's management and is responsible for assessing the effectiveness of the Company's organization and its administrative and accounting systems, and for evaluating its overall operating performance.

Compensation Committee
Established by the Board of Directors, it provides the Board with proposals regarding the compensation of the Chief Executive Officer and of Directors who perform special functions. It reviews the guidelines for the compensation of executives with strategic responsibilities on a regular basis.

Board of Statutory Auditors
It is charged with ensuring that the applicable laws and Bylaws are complied with, that the Company's internal-controls system and its organization and administrative and accounting systems are functioning as intended, and that Independent Auditors satisfy  independence and technical-qualification requirements.

Internal-control Committee
Consisting mainly of independent Directors, it has a consulting and advisory role, monitoring the risks inherent in the business sectors in which the Company and its subsidiaries operate. It also oversees the operating and financial performance of the Company and the Group.

Committee for transactions with Related Parties
This committee is composed exclusively of independent Directors and provides preliminary and binding advice on the Policy for Transactions with Related Parties and on any subsequent modifications to the policy. Moreover, the Committee advises on Transactions with Related Parties.

CORPORATE DOCUMENTS:
Report on Corporate Governance
Code of Conduct
By Laws
Procedure on transactions with related parties