Board of Directors

The Board of Directors is delegated the widest powers for the ordinary and extraordinary management of Vorvel without any exception whatsoever and has the power to carry out all acts, including acts of disposal, that it deems appropriate for the achievement of the corporate purpose of Vorvel Sim S.p.A.
The Board of Directors shall adopt an internal code of conduct in order to ensure the identification of any conflicts of interest and their correct prevention or management, in order to prevent them from being prejudicial in any way.

The Board of Directors designates the General Manager, who is responsible for the structure dedicated to the performance of Vorvel Sim S.p.A. management activities and to the promotion and development of the market.

The Board of Directors approves the Vorvel Regulation and subsequent amendments and/or additions.
The Board of Directors approves the costs and fees for joining Vorvel, proposed by the General Manager.
The Board of Directors delegates powers to the General Manager for the admission, exclusion and revocation of Participants to the market. It also approves the sanctions proposed by the Board of Arbitrators.

General Manager

The General Manager is provided with all the powers necessary for the ordinary management of Vorvel, and is responsible for the operating structures dedicated to the performance of management, promotion and market development activities.
The General Manager acts within the limits of the powers granted to him and according to the guidelines defined by the Board of Directors.

In case of urgency, the General Manager may pass resolutions relating to the management of the Market, submitting the resolutions to the Board of Directors for ratification at the first meeting.
The General Manager has the task of coordinating the corporate structures operating at the service and/or in support of Vorvel.
The General Manager shall perform his duties in a non-discriminatory manner and on the basis of generally defined procedures.

Internal Audit Committee

The Committee has advisory and proposal functions to the Board of Directors on the subject of internal controls; it also assists the latter in performing the fundamental role, assigned to the same administrative body by current regulations, of maintaining an efficient and effective control system. The Committee carries out further analysis and/or verification tasks assigned to it by the Board of Directors and has the power to access the information and corporate functions necessary for the performance of its duties.

Functions of Vorvel Sim S.p.A

Vorvel Sim S.p.A. has internal structures responsible for ensuring the correct and punctual conduct of negotiations.
In detail, it provides for:

a) Compliance function;
b) Risk Management function;
c) Listing Function;
d) Market Monitoring and Supervision Function;
e) Operations Function;
f) Middle Office Unit.

a) Compliance function

The Compliance Function verifies respect for laws and regulations, as well as compliance with and the correct application of internal procedures; in this context, it reports to the Chairman of the Board of Directors on the activities carried out.

b) Risk Management function

The Risk Management Function is entrusted with the following tasks:
- collaborating in the definition of the risk management system;
- supervising the functioning of the risk management system and verifying compliance with it by the intermediary and relevant parties;
- verifying the adequacy and effectiveness of the measures taken to remedy the deficiencies found in the risk management system.

c) Listing Function

The Listing Function of the Market has the task of verifying the eligibility requirements of financial instruments, as part of the preparatory activities for listing; it also identifies securities with a high trading potential, reporting them to the Management Committee.

d) Market Monitoring and Supervision Function

The Market Monitoring and Supervision Function has the task of monitoring, during trading, the activities of Market Participants in order to identify and manage behaviour that does not comply with the requirements of the Regulations, aim to guarantee the regular and efficient functioning of Vorvel.

e) Operations Function

The Operations Function is responsible for the Information Technology, organisation and administration activities of Vorvel, whether carried out directly or outsourced, and is also responsible for preparing and updating Internal Procedures in compliance with current legislation. This Department ensures the performance of the corporate obligations provided for by current legislation and the management of relations with Shareholders; it also assists the Corporate Structures, the Chairman and the Managing Director.

f) Middle Office Unit

The Middle Office Unit performs ex-post analysis and first level control support:
- on the activity of Market Makers/Specialists in order to monitor compliance with obligations and to identify incorrect behaviour;
- on suspicious transactions that may constitute market abuse.