As noted in section 6 of this report, the board set up a compensation and nominating committee (previously called the remuneration and appointment committee) on July 18, 2012. In addition to the duties assigned under Article 6 of the Code to the compensation committee, it also carries out the duties assigned by Article 5 of the Code to the nominating committee, as the Code rules for the composition of the two committees are complied with and attainment of the objectives is guaranteed.
Composition and duties of the nominating committee (Article 123-bis.2.d) of TUF)
The compensation and nominating committee meets whenever the chairperson deems it necessary and in order to carry out its mandate, as there is no calendar for the year. It is coordinated by its chairperson.
During the year, the compensation and nominating committee met 8 times with meetings averaging roughly one and a half hours.
Three meetings of the compensation and nominating committee have been held in 2015.
Please see the Table provided in Section 4.2 for information on the percentage of meetings attended by each member of the compensation and nominating committee during the year.
The compensation and nominating committee is currently composed of the following independent directors:
The Chairperson (on four occasions), the CEO (on 2 occasions, for issues related to the compensation of the Key Management Personnel) and the 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 items on the agenda.
Duties of the nominating committee
In its meeting of July 18, 2012, the Board of Directors resolved to give the compensation and nominating committee the following duties:
a) the presentation to the Board of Directors of opinions about the board’s size and composition as well as recommendations about suitable board members;
b) 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.
The compensation and nominating committee, pursuant to Article 5 of the Corporate Governance Code, presented proposals on the composition of the Board of Directors, with specific reference to the on the professional profiles whose presence is deemed appropriate for the composition of the Board, taking into account the professional competence, experience, (including managerial experience) gender of its members, number of years as director, also and above all in the light of the upcoming expiry of the term of office of the Board, which will take place with the approval of the financial statements as at December 31, 2014.
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: During the year, no need arose for the use of external consultants to perform the duties assigned to the committee with respect to appointments.
On March 12, 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 authorization of outlays is not necessary although the committee is required to document its expenses. It may also avail of internal information and functions.