Composition

Composition

The Remuneration Committee is appointed by the Board of Directors (which also selects its Chairman) and remains in office for the full term of the Board of Directors.

The Committee consists of three members, all independent, and, at the date of this report, they are: Luigi Roth (Chairman); Ivan Glasenberg; Manuela Soffientini. The Committee Chairman, Luigi Roth, has suitable experience in financial and remuneration matters, which was assessed by the Board of Directors when making the appointment.

The entire Board of Statutory Auditors may participate in the activities of the Remuneration Committee.

The Secretary of the Board of Directors also serves as Secretary of the Remuneration Committee.

 

Tasks assigned to the Remuneration Committee

The Committee plays a consulting, advisory and oversight role in order to ensure the definition and application, within the Group, of its remuneration policies, which aim, on the one hand, to attract, motivate and retain the resources that have the professional skills necessary to successfully pursue the Group’s objectives and, on the other hand, to align the interests of management with those of shareholders. In particular, the Committee:

assists the Board in defining the Group’s General Remuneration Policy;

periodically assesses the suitability, overall consistency, and specific application of the Remuneration Policy;

regarding the Directors vested with special roles, and the General Managers, it formulates proposals to the Board;

for their remuneration, in line with the General Remuneration Policy;

for setting performance objectives for the variable component of such remunerations;

for defining non-competition agreements;

for defining arrangements for ending the relationship, based on the principles established in the General Remuneration Policy;

with reference to the Executives with strategic responsibility, it checks the consistency of their remuneration with the General Remuneration Policy and expresses an opinion on this, in accord with the procedure for Transactions with Related Parties;

assists the Board of Directors in examining the proposals made, at the Shareholders’ Meeting, for adopting compensation plans based on financial instruments;

monitors the implementation of decisions taken by the Board, in particular by verifying the actual attainment of the performance targets set;

examines and submits, to the Board of Directors, the Annual Statement on Remuneration which, for members of the administrative and control bodies, for General Managers, and for Executives with strategic responsibility as a whole:

 

provides proper representation of each of the items making up the remuneration;

analytically illustrates the compensation paid, during the year in question, for any reason and in any form, by the Company and its subsidiaries.

The Board of Directors has granted the Remuneration Committee competence as the Committee for Transactions with Related Parties, as required by Consob regulations, for matters relating to the remuneration of Directors and Executives with strategic responsibilities.

Regarding the Remuneration Committee's operating mode, see the Corporate Governance and Ownership Report.