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Remuneration policy of non-executive directors

03/29/2018 - 02:00 PM

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This section describes the remuneration measures for the members of the Board of Directors and the Key Managers with Strategic Responsibilities in 2017.

The Shareholders’ Meeting held on 4 May 2017 appointed the new Board of Directors, determining the total annual remuneration of the body as 2,200,000 euros, to be divided between its members in accordance with the resolutions to be made by the Board itself.


On 27 July 2017, the Board of Directors divided the aforementioned total remuneration in the terms summarised in the corresponding chapter of Section One of this Report, all corresponding to the arrangements previously adopted by the Board of Directors in office in the three year period 2014-2016.


The detailed analysis of the remuneration received by the named Directors in office in the period is shown in Table 1 in the second part of this section.


The following additional remuneration will be also paid to the current Directors who are members of Committees:

Body

Annual compensation

Members

Strategic Committee

€ 25.000 +

€ 15.000 for the Chairman

Giuseppe Recchi (P), Franco Bernabè, Frédéric Crépin (*), Dario Frigerio, Arnaud Roy de Puyfontaine (**)

Control and Risk Committee

€ 45.000 +

€ 20.000 for the Chairman

Lucia Calvosa (P), Camilla Antonini (***), Francesca Cornelli, Félicité Herzog, Marella Moretti

Nomination and Remuneration Committee

€ 40.000 +

€ 20.000 for the Chairman

Anna Jones (P), Ferruccio Borsani, Frédéric Crépin, Hervé Philippe, Danilo Vivarelli

(*)  Director Frédéric Crépin was appointed a member of the Strategy Committee on 27 July 2017.

(**) The remuneration for serving as Chairman and Member of the Strategy Committee was received until 4 May 2017.

(***)
The Board of Directors accepted the resignation of Frédéric Crépin (a non-independent Director) on 27 July 2017, replacing him with Camilla Antonini (an independent director), who became a member of the Control and Risk Committee on the same date.

 

 


Pursuant to the Company’s Corporate Governance Principles, the Board of Directors also attributed the role of director to act as link between the full board and the Heads of the control departments reporting directly to the Board of Directors to the Chair of the Control and Risk Committee. For this role, an additional emolument of 45,000 euros per year is paid.

 

Finally, for completeness, it should be noted that on 1 June 2017 the Board of Directors also appointed Mr Franco Bernabé the Lead Independent Director for 2017.