The Board of Directors held on 24 April 2024 established a Remuneration and Appointments Committee consisting of three non-executive directors of which two independent, including the Chairman:

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 2026.

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 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 5 meetings in 2024, 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 2024 covered:

  • examination of the Remuneration and Compensation Report to be submitted to the Board of Directors for approval;
  • verification of Vesting Conditions related to the 2021-2023 Performance Share Plan;
  • assessment of the proposal to the Board of Directors regarding the establishment of the Performance Share Plan 2024-2026 and the MBO Plan 2024;
  • analysis of the results of the shareholders’ meeting vote referring to the Remuneration and Compensation Report sections;
  • update on the application of the Remuneration Policy in the Year.