Committees and other bodies

Remuneration Committee

The Board of Directors has established a Remuneration Committee comprising three nonexecutive and independent directors:

  • Giulio Antonello – Chairman
  • Laura Guazzoni
  • Gloria Marino.

The members of the Remuneration and Appointments Committee are in office until the end of the term of directors and, therefore, until the approval of the financial statements as of 31 December 2019.

The Board of Directors has delegated he following functions and responsibilities to the Remuneration Committee:

  • advisory and proposing functions towards the Board of Directors regarding the definition of the Remuneration Policies for Directors and Managers with strategic responsibilities and periodic checks, in coordination with the Personnel Department, of the adequacy, overall consistency and concrete application of the principles defined within the Policies, reporting to the Board of Directors;
  • advisory and propositional functions towards the Board of Directors regarding the remuneration of executive directors and other directors vested with special duties, as well as the establishment of performance targets related to the variable amount of this remuneration; monitoring of the decisions adopted by the board and verification of the actual achievement of the performance objectives;
  • can make proposals to the board of directors relating to the implementation of the Stock Grant Plan established by the shareholders’ meeting pursuant to art. 114-bis of Legislative Decree 58/1998, with particular reference to the determination of the performance objectives underlying the plan itself.

 

During 2017 the Committee held meetings, duly reported, which, at the invitation of the Committee itself, were attended by the Chairman of the Board of Statutory Auditors.

The meetings concerned:

  • the definition of the proposal to the Board of Directors to adopt the Remuneration Report pursuant to art. 123-ter of the Consolidated Law on Finance for the 2017 financial year;
  • the definition for the 2017 financial year of the performance targets underlying the Stock Grant Plan reserved for the Chief Executive Officer established by the Shareholders’ Meeting of 28 April 2017 pursuant to art. 114 bis of the Consolidated Law on Finance and the performance objectives underlying the variable and monetary remuneration of the Chief Executive Officer;
  • the definition of the proposal to the Board of Directors regarding the determination of the remuneration for the position of the Chief Executive Officer, subject to resolution pursuant to art. 2389 of the Civil Code.