Page 14 - Parmalat 2017 Consolidated Statement

Governance Structure

Parmalat S.p.A., a company listed on the Italian Online Stock Exchange (Mercato Telematico Azionario – MTA)
adopted the conventional management and control system pursuant to which, the functions of the Shareholders’
Meeting notwithstanding, the Company’s management is entrusted to the Board of Directors and the control
function is performed by the Board of Statutory Auditors. The independent auditing of the financial statements is
performed by external auditors, retained by the Shareholders’ Meeting.

The governance model is completed by a complex of powers and proxies, internal control procedures, the
Corporate Governance Code, the Code of Ethics, the Code of Conduct Regarding Internal Dealings and the
Organization, Management and Control Model pursuant to Legislative Decree No. 231/01, all approved by the
Board of Directors and all binding on Directors, Statutory Auditors, employees and, in some cases, parties that
enter into contractual relationships with the Company.

Consistent with the Company Bylaws, the Board of Directors appointed a Chief Executive Officer to whom it
entrusted the management of the Company, reserving certain issues for its exclusive jurisdiction.

The Chairperson of the Board of Directors exercises the powers assigned by the Bylaws and is the Company’s legal
representative.
Pursuant to the Bylaws, the same person cannot serve concurrently both as Chairman and Chief Executive Officer.

The Board of Directors established two internal committees that provide consultative and proposal-making
support to the Board of Directors: the Control and Risk Committee (which also serves as the Committee for
Related-party Transactions) and the Nominating and Compensation Committee.

On July 12, 2016, the Board of Directors of Parmalat S.p.A. reaffirmed its endorsement of the recommendations of
the Corporate Governance Code for Listed Companies, as updated in July 2015 by the Corporate Governance
Committee sponsored by Borsa Italiana S.p.A.

Parmalat S.p.A. is subject to guidance and coordination by B.S.A. S.A.; the Board of Directors verified that the
Company meets the requirements of Article 16 of the Market Regulation approved by the Consob with Resolution
No. 20249/2017.

14 Consolidated Non-financial Statement at December 31, 2017 Pursuant to Legislative Decree No. 254/2016