On November 16, 2011, Professor Francesco Profumo resigned from the post of director and member of executive committee, due to incompatibility with his new position as Minister for Education, University and Research.

On 19 January 2012, following the resignation of Francesco Profumo from the Appointments and Remuneration Committee, the Board of Directors appointed Massimo Egidi in his place.

The Appointments and Remuneration Committee is made up of four non-executive directors, the majority of whom are independent, including at least one director chosen from a minority slate.

In 2011, the Committee held eleven meetings. The average duration of the meetings was 2 hours and the percentage of attendance was of 96.5% (100% for the independent directors).

The Committee is charged with advisory functions and the formulation of proposals on:

• the remuneration of the Chairman and the Chief Executive Officer (in order to ensure alignment with the objective of creating value for shareholders)
• the criteria for the remuneration of the company's top management
• the adoption of share-based remuneration plans

The Committee monitors the application of the decisions taken and corporate policy on the remuneration of top management.

It is also responsible for proposing candidates for co-option to the Board of Directors in the event of the replacement of independent directors during their term of office.

In addition, the Board of Directors on April 13 2011 attributed to the Committee for Appointments and Remuneration responsibility for management succession planning and replacement tables and the selection/designation of the external member of the Supervisory Body, as well as the task of furnishing recommendations concerning the criteria for apportioning the total compensation decided by the Shareholders' Meeting for the full Board of Directors.

To support its activities, the Committee may use Company facilities and external consultants. It reports to the Board on its evaluations and monitoring activity at the first suitable meeting and when the budget is examined.