Atlantia : Explore online the new Remuneration Policy 2020

06. Corporate Governance

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CORPORATE GOVERNANCE

6.1	Principles and values	84
6.2	Model and procedures	86
6.3	Compliance and
	Internal Control System	92
6.4	Remuneration policies	96
6.5	Ethics Policy for employees	99
6.6	Shareholder resolutions
	during the year	100

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6.1 Principles and values

Atlantia has adopted a traditional Management and Control System, based on rules aligned with the guidelines set by regulatory bodies and the highest standards recommended by the market. This system of rules is periodically updated to be always consistent and aligned both with developments in the business and, above all, with the guidance provided by the principles and criteria outlined in the Corporate Governance Code drawn up by the Corporate Governance Committee for listed companies.

The Group has a Corporate Governance system that is the essential tool to ensure effective and efficient management and reliable control over the activities carried out within the Company, with the aim of creating value for shareholders and other stakeholders.

The transformation process that the Group undertook during the year also led to a realignment of the founding principles and values of corporate governance with the changed context and with the new challenges that the Group intends to address. To that end, the values around which to structure Corporate Governance and, more generally, the Group's activities have been redefined, focusing on the principles of transparency, integrity, engagement, diversity, renewal and innovation.

The governance principles adopted and redefined by Atlantia comply with the laws and regulations in force in Italy, with international best practices and the recommendations of the Corporate Governance Code for Listed Companies drawn up by the Corporate Governance Committee.

In December 2020, the Board of Directors resolved, with the consent of the Company's Audit, Risk and Corporate Governance Committee, to adhere to the New Corporate Governance Code (the "New Code"), in line with the practice followed by listed issuers included in the FTSE MIB index, thus abandoning the Company's own Corporate Governance Code (the "Atlantia Code") adopted for the first time in 2003.

The Company therefore applies the New Code as of 1 January 2021.

Also, as part of the evolutionary process embarked on, an action plan has been prepared to undertake all the adjustments and changes necessary to adapt the Company to the New Code. To that effect, the Company has for the first time adopted terms of reference for the Board of Directors (hereinafter the "Board Terms of Reference"), details of which are available on the Company's website in the governance/corporate bodies/Board of Directors section.

In adopting the Terms of Reference, the Company has also implemented the recommendations of the Corporate Governance Committee of December 2020, identifying: a) the upper limit on the total number of positions held by executive and non-executive directors, including also the role of statutory auditor; (b) the qualitative and quantitative criteria for defining independence requirements; c) the procedures and timing for the production of the documentation.

In connection with the preparation of Atlantia's strategic plan, two induction sessions and a strategic retreat were organised in January and February 2021, with the participation of the Company's entire Board of Directors and management. The guidelines in the new strategic plan were approved by the Board of Directors, together with the sustainability plan, on 18 February 2021.

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CORPORATE GOVERNANCE

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6.2 Model and procedures

Under a traditional management and control system, the General Meeting of shareholders takes the most important decisions regarding the life of the Company, including the appointment of corporate bodies and approval of the financial statements.

The Company is managed by the Board of Directors, which carries out all the transactions necessary to pursue the corporate purpose. Four Board committees have been set up to advise and make recommendations to the Board of Directors.

Responsibility for controls is assigned to the Board of Statutory Auditors, which has the task of overseeing, among other things, compliance with the law, the memorandum of association and best practices, as well as the independent auditor to which the audit of the Company's accounts is entrusted.

CORPORATE GOVERNANCE

Governance

General Meeting of shareholders

model 8

Board of Statutory

Board of

Independent

Auditors

Directors

Auditor

Oversees the financial

Responsible for the

Responsible for

reporting process;

management

accounting controls

the eectiveness of

of the Company,

and auditing the

the internal control,

being the only body

financial statements.

internal audit and risk

with the authority

management system;

and full powers

the independent audit

to conduct the aairs

of the separate and

of the Company.

consolidated financial

statements; and the

independence of the

external auditors.

The Board of Directors in office at 31 December 2020 was elected by the Annual General Meeting of 18 April 2019 for three financial years (i.e., until approval of the financial statements as at and for the year ended 31 December 2021) and consists of fifteen Directors. The infographics describe the main characteristics of the Board of Directors.

Audit, Risk

and Corporate

Governance

Committee

Provides support,

following due

examination, for the Board's evaluation of and decisions relating to the Internal Control and Risk Management

System, as well as

those relating to

the approval

of financial reports.

Nominations,

Sustainability

Committee of

Remuneration and

Committee

Independent

Human Capital

Directors with

Committee

Makes

responsibility

for Related Party

recommendations and

Makes recommendations

provides advice to the

Transactions

Board of Directors on

and provides advice to the

sustainability issues,

Board of Directors on,

in order to promote

The Commiee

among other things,

the gradual integration

examines related

maers relating to: the

of environmental, social

party transactions,

remuneration of the

and governance factors

carrying out the tasks

members of corporate

into corporate activities,

provided for in the

bodies and senior

aimed at creating

CONSOB Regulation

management; the strategic

sustainable value for

adopted with Resolution

development of human

shareholders and other

17221 of 12 March 2010,

capital; the review of the

stakeholders over the

as amended, within the

activities of the Board of

medium to long term.

terms and according

Directors and board

to the procedures set

commiees; the

out in the procedure

preparation, update and

for related party

implementation of any

transactions adopted

plans and/or procedures

by the Company

for the succession of the

and available on the

Chief Executive Oicer and

Company's website.

of any other executive

directors; the proposal of

candidates for the position

of Director of the Company

in the event of co-optation

or the appointment of

executive directors of

Strategic Companies.

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8 The Committees' functions as at 18 February 2021. The Board of Directors' meeting held on that date decided to modify the roles assigned to the various Committees and to establish a Sustainability Committee, as recommended by Borsa Italiana's new Corporate Governance Code.

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Board of Directors

NAMEAGE IN OFFICE FROM ATTENDANCE ARCGC NRHC CIDRPT SC

Fabio Cerchiai		76	18/04/2019	100%
CHAIRMAN
Carlo Bertazzo*		55	18/04/2019	100%
CHIEF EXECUTIVE OFFICER
Sabrina Benetton	47	31/10/2019	100%
DIRECTOR
Andrea Boitani		65	18/04/2019	94%	M	M
DIRECTOR
Riccardo Bruno		61	18/04/2019	94%		P	M
DIRECTOR
Cristina De Benetti	54	18/04/2019	97%	P
DIRECTOR
Dario Frigerio		58	18/04/2019	100%	M		P
DIRECTOR
Gioia Ghezzi		58	18/04/2019	79%			P
DIRECTOR
Giuseppe Guizzi		53	18/04/2019	97%		M
DIRECTOR
Anna Chiara Invernizzi	51	18/04/2019	100%		M
DIRECTOR
Carlo Malacarne		67	18/04/2019	100%		M	M
DIRECTOR
Valentina Martinelli	44	06/03/2020	100%
DIRECTOR
Lucia Morselli		64	24/09/2020	89%	M
DIRECTOR
Ferdinando Nelli Feroci	74	18/04/2019	94%			M
DIRECTOR
Licia Soncini		59	18/04/2019	100%			M
DIRECTOR
Executive	Non-executive		Independent (CFA)	Chair		Member

• Carlo Bertazzo was appointed Atlantia's Chief Executive Officer by the Board of Directors on 13 January 2020, following the resignation of Giovanni Castellucci on 17 September 2019.

Mr Bertazzo was a member of the Nominations Committee until 26 May 2020 and a member of the Human Resources and Remuneration Committee until 13 January 2020.

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59 anni

average age

73%

are independent

96%

attendance at meetings

16 meetings

of the Audit, Risk and

Corporate Governance

Committee

7 meetings

of the Committee of Independent Directors with responsibility for Related Party Transactions

CORPORATE GOVERNANCE

47%

of Directors are women

2

executive Directors

34

meetings in 2020

15 meetings

of the Human Resources

and Remuneration

Committee

7 meetings

meetings of the Nominations Committee

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CORPORATE GOVERNANCE

To enable Directors to carry out their role in an informed manner, a series of initiatives have been undertaken, to increase their knowledge of the Company and its dynamics, as well as to provide an update on developments in the legislative and regulatory framework, which in 2020 led to the organisation of 3 induction sessions concerning:

• the Abertis Group, with the participation of the CEO of Abertis Infraestructuras;

• the "Positioning and Communication Strategy 2020-2022" with the participation of the Company's Head of External Relations;

• "Airports: and in-depth analysis of the current state and future prospects". The CEO of Aeroporti di Roma S.p.A. was invited to attend the meeting.

In 2021, the induction process continued and concerned the Group's "Sustainability Plan".

Committees

The Board of Directors has established the following Committees in accordance with the Atlantia Code, which adopted the recommendations in the Corporate Governance Code for listed Companies:

• Nominations Committee;

• Human Resources and Remuneration Committee;

• Audit, Risk and Corporate Governance Committee;

• Committee of Independent Directors with responsibility for Related Party Transactions.

In performing their activities on behalf of the Board of Directors, the Committees may use external consultants, in accordance with the terms set by the Board of Directors.

At its meeting of 18 February 2021, the Board of Directors resolved to set up the Sustainability Committee and to assign the functions previously carried out by the Nominations Committee to the Human Resources and Remuneration Committee, which then took on the name of "Nominations, Remuneration and Human Capital Committee". Later, on 26 February 2021, the Board of Directors adopted terms of reference for all the Committees.

The Sustainability Committee consists of four independent directors and provides advice and makes recommendations to the Board on sustainability issues, to advance the progressive integration of environmental, social and governance factors into the Company's activities, to create sustainable value for shareholders and other stakeholders over the medium to long term.

Consideration of priority issues relating to environmental, social and governance matters and, in particular, climate change has been added to the agenda of the Board of Directors and the priorities of senior management, with the aforementioned induction sessions.

For further information, reference should be made to the full text of the "Annual Report on corporate governance and ownership structures", prepared taking into account the guidelines issued by Borsa Italiana for the corporate governance reports, available in the "Corporate Governance" section of the website at www.atlantia.com.

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