As noted in section 6 of this report, the board set up a remuneration and appointment committee which, as mentioned above, in addition to the duties assigned under article 5 of the Code to the appointment committee (see section 7), also carries out the duties assigned by article 6 of the Code to the remuneration 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 remuneration and appointment committee (article 123- bis.2.d) of the Consolidated Finance Act)
The remuneration and appointment committee meets whenever necessary as there is no calendar for the year. 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 increased the number of members of the remuneration and appointment committee to four by appointing Director Nicola Greco as a member of the committee.
This committee currently has four independent directors as members.
- Given the personal and professional characteristics of its members, the board has found that the members of the remuneration and appointment committee have suitable financial or remuneration policy knowledge and experience.
- The directors did not attend the committee meetings held to decide on their remuneration to be proposed to the Board of Directors.
- 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.
- The committee approved rules for its working which establish that its works are coordinated by the chairperson and that all the members of the Board of Statutory Auditors may always attend its meetings as may the CEO, other directors, managers and external consultants, upon invitation and depending on the matters on the agenda. Moreover, the other directors may always be present at the meetings. The chairperson of the Board of Statutory Auditors or another statutory auditor designated by him participated in the committee meetings and the other statutory auditors were also able to participate.
- In line with the resolutions passed by the Board of Directors on 18 July 2012, the committee has consulting and proposing duties on the matters provided for under article 6 of the Code, specifically related to:
- the presentation to the Board of Directors of the remuneration report and, specifically, the remuneration policy for the directors and key management personnel for presentation to the shareholders in their meeting called to approve the financial statements, within the legal terms;
- regularly assessing the adequacy, overall consistency and actual application of the general policy adopted for the remuneration of the directors and key management personnel; the latter’s conduct is assessed based on the information provided by the CEOs; making the relevant proposals to the Board of Directors;
- the presentation to the Board of Directors of proposals about the remuneration of the executive directors and other directors with special positions, setting performance objectives tied to the variable part of the remuneration; monitoring the decisions taken by the board and ensuring specifically that the performance objectives are met.
The remuneration and appointment committee checked that the external consultants used to provide assistance in formulating their opinions, were not in situations such to comprise their independent judgement.
- During the year, the remuneration and appointment committee presented proposals to the board concerning: a) the compensation system for the CEO; b) the guidelines for the remuneration of key management personnel; c) the remuneration report pursuant to article 123-ter of Legislative Decree no. 58/1998 d) the size and composition of the Board of Directors with respect to criterion 5.C.1 letter a) of the Code.
- Minutes of its meetings are drawn up regularly.
- When carrying out its duties, the committee had access to internal information and functions, as necessary, and to external consultants.
- 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.
- The committee checked that its consultants, engaged to provide information about market remuneration policies, were not in situations such to comprise their independent judgement.