The Corporate-Governance model adopted by Sorin S.p.A. is consistent with the recommendations and regulations contained in the code issued by Borsa Italiana.
Board of Directors
This board enjoys the most ample power 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 and Nominating Committee
Established by the Board of Directors, this committee provides the Board with proposals regarding the compensation of the Chief Executive Officer and other Directors with special duties and periodically reviews the guidelines for the compensation of executives with strategic responsibilities. In addition, the committee is vested with the functions regulated by art. 5.C.1 of the Code of Conduct and in particular to formulate opinions to the Board of Directors regarding the size and composition of the Board and to propose candidates for the office of director in cases of co-optation, if necessary to replace independent directors.
Board of Statutory Auditors
This board 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, this committee 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 Company's Policy for Transactions with Related Parties and on any subsequent modifications to this policy. Moreover, the Committee advises on Transactions with Related Parties.