As noted in section 6 of this report, the board set up a compensation and nominating committee which, as mentioned above, in addition to the duties assigned under Article 5 of the Code to the nominating committee (see section 7), also carries out the duties assigned by Article 6 of the Code to the compensation 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 compensation and 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.
As concerns the related activities, specifically the definition of the 2015 remuneration policies, the committee met during the year on the basis of a detailed work plan, a total of 8 times, with each meeting lasting about one hour and thirty minutes, on average.
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 directors, all independent:
Compensation and nominating committee
Given the personal and professional characteristics of its members, the board has found that the members of the compensation and nominating 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 (on four occasions), the CEO (on two occasions) 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 a number of items 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 items 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.
Duties of the Compensation and Nominating Committee:
In line with the resolutions passed by the Board of Directors on July 18, 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.
During 2014, for the activities related to the definition of the 2015 remuneration policies, the compensation and nominating committee was assisted by an advisor after checking that the advisor was not in situations that could interfere with his/her exercise of independent judgment.
During 2014, the compensation and nominating Committee, pursuant to Article 6 of the Corporate Governance Code, 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.
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 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.