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Remuneration policy - qualified bodies

03/29/2018 - 02:00 PM

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The remuneration policy, meaning the set of principles and tools adopted to define the compensation packages of Directors and Managers with Strategic Responsibilities involves the bodies named below.

Shareholders' Meeting
   Role
  • Determines the compensation of the Board of Directors, with the exception of the Directors holding specific offices.
  • 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 as a whole).
  • Defines the remuneration policy of Executive Directors and Key Managers with Strategic Responsibilities.
  • Defines the performance targets and objectives of the Executive Directors and assesses whether or not they have been achieved, for the purposes of the short- and long-term incentive systems
  • Determines the remuneration of Directors holding specific offices.
  • Defines the structure of the remuneration of those in charge of the control departments (Audit, Compliance and IT& Security Compliance)
  • Makes proposals to the Shareholders' Meeting on the remuneration plans based on the allocation of financial instruments to directors and employees
  • Prepares the Report on Remuneration.

In order to ensure that the decisions taken regarding remuneration are appropriately investigated, the Board of Directors avails itself of the support of 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.
  • With the support of the Human Resources and Organizational Development Department, reviews the remuneration policy for managers, particularly regarding the policy for Key Managers with Strategic Responsibilities
  • 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;
  • Reviews the structure of the remuneration for the heads of the control departments, , as a rule in coordination with the Control and Risk Committee
  • 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 holding specific offices. As required by the Company’s Corporate Governance Principles, the Board of Statutory Auditors expresses also on the remuneration of the heads of the control departments and supervises the correct implementation of the self-regulation rules regarding resolutions on remuneration and other benefits.