Nomination and Governance Committee

The Nomination and Governance Committee, currently composed of  5 non-executive and all independent Directors, has preliminary, propositive and consultative functions also aimed to support the Board in the evaluation process, in the assessments about the Board’s and Committees dimension and optimal composition, as well as the maximum number of positions compatible with the effective performance of Director’s duties.

The functions and duties of the Committee are illustrated and regulated by specific Rules of Procedure approved by the Board of Directors, lastly updated in March and December 2021.

The tasks of the Committee were, in particular, integrated with: the task to carry out, at the request of the Board of Directors, preliminary activities for the purposes of the possible submission of a slate by the outgoing Board of Directors; the task to suppors the Board in the activities of adoption and updating the Engagement Policy for managing dialogue with the generality of shareholders and other stakeholders, in addition to preventive analysis of the information on the development and the significant contents of the dialogue that has taken place.

The Committee is also entrusted with specific skills in the field of corporate governance, including monitoring regulatory developments, self-regulation and best practices on the matter and checking the relative alignment of the corporate governance system of the Company and the Group, in addition to the analysis, with reference to the issues of its relevant competence, of the matters that are relevant to Leonardo for the long-term value generation.

Updated May 2023