The Board of Directors held on 24 April 2018 established a Remuneration and Appointments Committee consisting of three independent non-executive directors:
- Angelo Renoldi – Chairman, independent non-executive director;
- Elena Biffi – independent 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 2020.
The Board of Directors has granted the Remuneration and Appointments Committee the following functions and authority:
- the capacity to provide counsel and make recommendations to the Board of Directors in matters regarding remuneration policies for Directors and Key Management Personnel (covered by the Remuneration Report, pursuant to Article 123-ter of Italian Legislative Decree 58/1998);
- the responsibility to carry out periodic checks – in conjunction with the Director of Central Group Human Resources and Organisation– to ensure that the Remuneration Policy is being implemented in compliance with its principles, and then reporting their findings to the Board of Directors;
- to make recommendations to the Board of Directors regarding the remuneration of Directors holding special positions (e.g. Chairman, Managing Director, Executive Directors and Directors on committees);
- the task of making presentations 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 incentive plans featuring the granting of financial instruments in accordance with Article 114-bis of Legislative Decree 58/1998;
- the task of expressing opinions to the Board of Directors on “the size and composition of the Board and who would be the most appropriate to include as Board members”, in addition to any limitations on the number of other positions a Board member may assume;
- the task of proposing new candidates for the position of director on the Board of Directors, in the event of an appointment by co-optation to replace an independent director.
The committee held 4 meetings in 2019, 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 medium/long-term incentives plan (for the three years 2018-2020);
- approval of the Remuneration Report for financial year 2019;
- the start-up of the 2019-2021 Rolling Performance Share Plan;
- an update from the Personnel Manager on actual application of the Remuneration Policy financial year 2019 in the first half of 2018;
- an extraordinary meeting to discuss assignment of a one-off extraordinary bonus on in relation to the sale of Mondadori France;
- considerations on the voting patterns of the Funds and the Proxy at the 2019 Shareholders’ Meeting;
- an update on actual application of the 2018 Remuneration Policy in the second half.