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Remuneration policy - qualified bodies

06/07/2016 - 02:00 PM

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The remuneration policy for Directors and Key Managers with Strategic Responsibilities involves the bodies specified below.

Shareholders' Meeting
   Role
  • Determines the compensation of the Board of Directors, with the exception of the Directors holding specific offices (Chairman and Chief Executive Officer).
  • Expresses a non-binding vote on the first section of the Report on Remuneration.
  • Resolves on the remuneration plans based on the allocation of financial instruments.
Board of Directors
   Role
  • Resolves on the division of the remuneration determined by the Shareholders'      Meeting for the Board of Directors (when a total amount is established for the board in its entirety).
  • Defines the remuneration policy of Executive Directors and Key Managers with Strategic Responsibilities.
  • Determines the remuneration of Directors holding specific offices.
  • Makes proposals to the Shareholders' Meeting on the remuneration plans based on the allocation of financial instruments to directors and employees and prepares the Report on Remuneration.

In order to ensure that the decisions taken regarding remuneration are appropriately investigated, conform to the rules on transparency and strictly governing potential conflicts of interest, the Board of Directors is supported by the Nomination and Remuneration Committee.

Nomination and Remuneration Committee
   Role
  • Proposes the criteria for allocating the total compensation established by the Shareholders’ Meeting for the whole Board of Directors as a whole and the remuneration of Directors holding specific offices, to the Board of Directors.
  • Examines, with the assistance of the People Value Department, the remuneration policy for managers, with specific regard to the Key Managers with Strategic Responsibilities;
  • Examines proposals made to the Board of Directors for compensation plans based on financial instruments;
  • Assesses the appropriateness, practical application and consistency of the general remuneration policy, particularly with reference to actual corporate performance, making suggestions and proposals for corrective measures;
  • Ascertains the level of achievement of the variable short and long-term incentive targets by the Executive Directors and management in general, applying the measurement criteria determined when these targets were assigned, and sets the performance targets linked to the short-term variable incentive system for the following year. These activities are carried out in support of the resolutions to be adopted on the subject by the Board of Directors;
  • Monitors the development of the relevant regulatory framework and of market best practices in remuneration, collecting ideas for setting up the remuneration policy and identifying aspects for improving the Report on Remuneration
  • Reports on its own activities to the Board of Directors, normally at the next meeting
 Board of Statutory Auditors
   Role

The Board of Statutory Auditors expresses the opinions required by current legislation on the proposed remuneration of Executive Directors.

The Committee's meetings are attended by the Chairman of the Board of Statutory Auditors or, if he is unavailable, by another Statutory Auditor designated by him.