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Remuneration policy of non-executive directors

08/04/2017 - 02:00 PM

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The compensation of the Board of Directors is set out below, as established by the Shareholders' Meeting of 15 December 2015, following the change in the composition of the Board itself from 13 to 17 Directors.

The overall annual compensation of the Board of Directors pursuant to art. 2389, subsection 1, of the Italian Civil Code – until the expiry of the current term of office (approval of the financial statements as at 31 December 2016: Shareholders' Meeting of 4 May 2017) – amounts to 2,484,615 euros gross.

The Board of Directors divided up the compensation thus established, allocating 110,000 euros, gross per annum to each Director (excluding the Chair and the Chief Executive Officer); this sum is fixed. compensation. Non-executive Directors are not entitled to any remuneration linked to the company results, nor any severance allowance.

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

Body

Annual compensation

Members

Strategic Committee

€ 25.000 +

€ 15.000 for the Chairman

Arnaud Roy de Puyfontaine (C), Laura Cioli, Davide Benello, Presidente CdA, Amministratore Delegato 

Control and Risk Committee

€ 45.000 +

€ 20.000 for the Chairman

Lucia Calvosa (C), Laura Cioli, Francesca Cornelli, Félicité Herzog *, Giorgina Gallo e Giorgio Valerio

Nomination and Remuneration Committee

€ 40.000 +

€ 20.000 for the Chairman

Davide Benello (C), Arnaud Roy de Puyfontaine **, Luca Marzotto, Stephane Roussel **, Giorgio Vlaerio*** 

(*)  Ms Herzog joined the Control and Risk Committee on 15 February 2016. 

(**) Mr Puyfontaine and Mr Roussel joined the Nomination and Remuneration Committee on 15 February 2016 (following the resignation of Mr Fitoussi). 

(***) Mr Valerio joined the Nomination and Remuneration Committee on 20 June 2016 (following the resignation of Baroness Kingsmill).

 



The Board of Directors resolved to assign to the Chair of the Control and Risk Committee the role of director "linking” the full board and the heads of Internal Audit and Compliance departments that report directly to the Board of Directors. For this role, additional emoluments of 45,000 euros per year are paid.