As noted in section 6 of this report, the board set up a remuneration and appointment committee on 18 July 2012. In addition to the duties assigned under article 6 of the Code to the remuneration committee, it also carries out the duties assigned by article 5 of the Code to the appointment committee, as the Code rules for the composition of the two committees are complied with and attainment of the objectives is guaranteed.
Composition and working of the appointment committee (article 123-bis.2.d) of the Consolidated Finance Act)
The remuneration and appointment committee meets whenever necessary. It is coordinated by its chairperson.
During the year, the remuneration and appointment committee met 8 times with meetings averaging roughly two hours.
Three meetings of the remuneration and appointment committee have been held in 2014.
The remuneration and appointment committee until 12 September 2013 comprised the following directors (all independent):
- Marina Brogi (Chairman)
- Laudomia Pucci
- Geert Linnebank
On 12 September 2013, the Board of Directors appointed Director Nicola Greco as member of the remuneration and appointment committee, thus increasing the number of members to four.
This committee currently has four independent directors as members.
The chairperson (five times) and managers of the Issuer attended committee meetings upon invitation when the committee deemed it was necessary and appropriate for the more effective discussion of the matters on the agenda.
Appointment committee duties
In its meeting of 18 July 2012, the Board of Directors resolved to give the remuneration and appointment committee the following duties:
- the presentation to the Board of Directors of opinions about the board’s size and composition as well as recommendations about suitable board members;
- the presentation to the Board of Directors of candidates when directors need to be co- opted or independent directors replaced.
The committee also provides advice about the issues as per criteria 1.C.3 and 1.C.4 of the Code and the procedures for preparation of a succession plan for the executive director pursuant to criterion 5.C.2 of the Code.
- Minutes of its meetings are drawn up regularly.
- The committee may access information and internal functions as required to carry out its duties. It may also avail of the services of external consultants. In 2013 no need arose for the use of external consultants to perform the duties assigned to the Committee with respect to appointments
- On 12 March 2007, the Board of Directors resolved to give the committee an annual budget of €25,000 to cover the costs of any necessary consultancy or other services required to carry out its duties. The prior authorisation of outlays is not necessary although the committee is required to document its expenses. It may also avail of internal information and functions.