Ferretti S.p.A. (09638) announced a new version of its Nomination Committee Terms of Reference, reflecting amendments approved on March 20, 2023, March 14, 2024, and October 23, 2025. The document outlines the Committee’s establishment, composition requirements, and operational procedures. It also clarifies the key responsibilities for identifying and recommending qualified director candidates, as well as overseeing Board evaluations.

The Terms of Reference specify that the Committee must comprise at least three directors, the majority of whom are independent, with at least one member of a different gender. The Committee is chaired by either the chairman of the Board or an independent non-executive director, tasked with coordinating and planning meetings. The document highlights the Committee’s critical function in guiding Board composition and carrying out periodic reviews of skill sets, independence, and performance of directors.

Under the updated guidelines, the Committee may invite members of management and external parties with relevant expertise to attend its meetings. Access to internal resources or independent consultants is permitted to support informed decision-making. The document also details the requirement for timely meeting notifications, confidentiality measures for the distribution of materials, and the process of minuting and formally recording Committee decisions.

According to the announcement, these revisions aim to ensure that the Committee effectively supports the Board’s goal of long-term value creation and maintains a structure aligned with corporate governance standards. The Terms of Reference will be periodically reviewed for adequacy, and any changes will be subject to Board approval. The amended and restated version will take effect from October 23, 2025.