The Board of Directors has established a Remuneration and Appointments Committee consisting of three non-executive directors, of which two, including Chairman, are independent:
- Marco Spadacini – Chairman, independent non-executive director;
- Alfredo Messina – non-executive director;
- Cristina Rossello – independent non-executive director;
Members of the Remuneration and Appointments Committee hold office until the expiry of their mandate as directors and, therefore, until the approval of the financial statements for the year ending 31 December 2017.
The Board of Directors has granted the Remuneration and Appointments Committee the following functions and authority:
- to provide advice and recommendations to the Board of Directors regarding the Remuneration Policy for Directors and Key Management Personnel; and to periodically check – in conjunction with the Department of Human Resources and Organisation – that the Policy is being implemented in conformity with the principles laid down in its framework, reporting their findings to the Board of Directors accordingly;
- the capacity to provide counsel to the Board of Directors in matters concerning the remuneration of directors who hold key positions (e.g. Chairman, Chief Executive Officer, Executive Directors and Directors on Committees);
- the task of making proposals to the Board of Directors regarding the Committee’s work on identifying and laying down corporate guidelines aimed at retaining and motivating management personnel;
- the capacity to make recommendations on the implementation of Shareholder-approved Stock Option Plans, in accordance with Art. 114-bis of Italian Legislative Decree no. 58/1998;
- the capacity to make recommendations to the Board of Directors on the size and composition of the Board and on whom it would be most appropriate to include as Board members, in addition to any limitations on the number of other positions a Board member may take on;
- the task of proposing new candidates for the position of director to the Board of Directors, in the event of an appointment by co-optation to replace an independent director.
The committee held 4 meetings in 2017, each duly recorded in their respective minutes. Each meeting was also attended by the chairman of the Board of Statutory Auditors, at the request of the committee itself.
The meetings dealt with the following issues:
- the report of the Director of Central Group Human Resources and Organisation on the practical application of policy in 2016;
- the proposal to adopt a new medium/long-term incentive plan (2017–2019 Three-Year Plan) and the proposed report on remuneration policy (implementation in 2016 and outlook for 2017);
- reports by the Director of Central Human Resources and Organisation regarding the role of a key manager;
- the 2014–2016 Three-Year Plan;
- reports by the CFO on economic performance in 2016;
- remuneration policy for 2017: update by the Director of Central Human Resources and Organisation on the application of the policy in practice in the first half of 2017;
- considerations on the voting trends of funds and proxies at the Shareholders’ Meeting of 27 April 2017.