Remuneration & Appointment
The Remuneration and Appointments Committee comprises three exclusively non-executive Directors, the majority of whom are independent.
|Camilla Cionini-Visani||Independent Director|
|Thomas Ingelfinger||Independent Director|
With respect to appointments, the Remuneration and Appointments Committee:
- recommends candidates for Director positions to the Board, pursuant to article 2386, paragraph 1 of the Civil Code, when an independent Director is to be replaced;
- proposes candidates for independent Director positions for submission to the shareholders’ meeting, taking into account any recommendations from shareholders;
- does not formulate opinions for the Board regarding the size and composition of the Board or the professional profiles that would be appropriate within it.
With respect to remuneration, the Remuneration and Appointments Committee:
- makes proposals to the Board for general policy regarding the remuneration of executive Directors, Directors with specific duties and Directors with strategic responsibilities;
- periodically assesses the adequacy, overall consistency and concrete application of the general policy adopted for remuneration of executive Directors, Directors with specific duties and Directors with strategic responsibilities, on the basis of information provided by the Managing Directors, and formulates general recommendations on the subject for the Board if considered appropriate;
- presents proposals to the Board regarding the remuneration of executive Directors and Directors with specific duties, and regarding performance goals in relation to the variable component of their remuneration, monitoring application of the Board’s decisions and measuring effective achievement of performance goals.
Remuneration policy for executive Directors, Directors with specific duties and Directors with strategic responsibilities is defined by the Board in response to the proposals of the Remuneration and Appointments Committee, after consulting the Board of Auditors.