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Audit and Remuneration Committees

Audit Committee

Audit committee is an advisory body of AS Pro Kapital Grupp Council in matters involving accounting, auditing, risk management, internal control and audit, exercising of oversight and budget preparation and legality of the activities.

The function of an audit committee is to monitor and analyse:
1) processing of financial information;
2) efficiency of risk management and internal control;
3) the process of auditing of annual accounts and consolidated accounts;
4) independence of an audit firm and a sworn auditor representing an audit firm on the basis of law and compliance of the activities thereof with other requirements of Auditors Activities Act.

An audit committee is required to make recommendations or proposals to AS Pro Kapital Grupp Council in the following issues:
1) appointment or removal of an audit firm;
2) appointment or removal of an internal auditor;
3) prevention or elimination of problems and inefficiencies in an organisation;
4) compliance with legislation and the good practice of professional activities.

Remuneration Committee

The Supervisory Council has established a Remuneration Committee. From November 2023 the Remuneration Committee has the following members: Giovanni Bozzetti (member of the Council) and Oscar Crameri (member of the Council from 27th May 2020).

The Remuneration Committee is an advisory body of the Supervisory Council in matters involving nomination and remuneration of the Management Board of the Company as well as nomination and remuneration of key executives of the subsidiaries. The committee has been established to facilitate and co-ordinate the search for a balanced and qualified Supervisory Council and Management Board members based on specific profiles and needs of the Company in order to identify potential candidates to meet those profiles and needs and, ultimately, to allow the shareholders to make an informed assessment of the abilities and suitability of each Council member candidate and for the Supervisory Council to make an assessment regarding the Management Board member candidates. The committee also safeguards that the Management Board’s remuneration and company performance are linked when they annually assess the results of management of the Company.

AS Pro Kapital Grupp Council has formed the Audit Committee whose members are:

  • Patrick Werner

    Member of the Audit Committee

    Born 1950, France
    Degree in public law and economics
    Chairman of AS Pro Kapital Grupp Council

  • Oscar Crameri

    Member of the Audit Committee

    Born on 1961, Swiss citizen
    Mr. Crameri has a law and banking background, specializing in compliance, corporate, and tax law.
    Member of the Supervisory Council