The Board of Directors held on 27 April 2021 established a Remuneration and Appointments Committee consisting of three non-executive directors of which two independent, including the Chairman:
- Angelo Renoldi – Chairman, independent non-executive director;
- Elena Biffi – independent non-executive director;
- Cristina Rossello – 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 2023.
The Board of Directors has tasked the Remuneration & Appointments Committee with the following functions and duties:
- to assist the Board of Directors, in an advisory capacity, in the formulation of the remuneration policy for the Directors and Key Management Personnel as per art. 123-ter TUF;
- to present proposals or express opinions on the remuneration of the executive Directors, the other Directors with special responsibilities and the Directors who are members of Board Committees, and on the setting of performance targets linked to variable remuneration;
- to monitor the actual application of the remuneration policy and, specifically, to verify that performance targets are met;
- to perform a regular assessment of the overall adequacy and consistency of the remuneration policy for Directors and Key Management Personnel;
- to draw up proposals for the Board of Directors with regard to the criteria, categories of beneficiaries, quantities, terms, conditions and procedures of the share-based remuneration plans and to support the Board of Directors with regard to the execution of such plans;
- to assist the Board of Directors in the self-assessment of the Board of Directors and its Committees and in the formulation of guidelines for the qualitative and quantitative composition of the Board of Directors deemed to be optimal, taking into consideration the outcome of the self-assessment;
- subject to legal requirements, to identify and propose candidates for the post of Director in the event of co-optation;
- to support the Board of Directors with regard to the eventual presentation of a list by the outgoing Board of Directors, through use of procedures that ensure its composition and transparent presentation;
- to propose to the Board of Directors the possible adoption of a succession plan for the Chief Executive Officer and the other executive Directors.
The Committee held four meetings in 2022, each duly minuted. Each meeting was also attended by the Chair of the Board of Statutory Auditors, at the request of the Committee itself. The meetings in 2022 covered:
- approval of the proposal for an ESG objective in the LTI and the new MBO computing mechanism;
- approval of the draft 2022 Remuneration Report, ascertainment of the vesting conditions for the 2019-2021 Performance Share Plan;
- approval of the proposal for the Board of Directors to set up a 2022-2024 Performance Share Plan;
- approval of the proposal for assignment of management powers for the 2022-2024 Performance Share Plan and vote analysis;
- update on the application of the Policy in the first half of 2022;
- approval of the guidelines of the 2023 Remuneration Policy and update on the application of the Policy in 2022.