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 seven meetings in 2020, 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 in 2020 and 2021 covered:
- assessments with regard to the Corporate Governance Recommendations for 2020;
- approval proposal 2020 Remuneration Report, Vesting PS Plan 2017-2019, approval proposal PS Plan 2020-2021;
- hypothesis for termination of the contract with Director Oddone Maria Pozzi;
- update on selection for the position of CFO;
- update on the application of the Policy in the first half and analysis of shareholder vote and impact of Covid on the MBO incentive plan;
- update on the application of the Policy in the second half and impact of Covid on active LTI incentive plans;
- update on the drafting of a Succession Plan for the post of CEO of the Mondadori Group;
- the preparation of a Guidance document on the qualitative and quantitative composition deemed optimal, also taking into account the results of the self-assessment process;
- the preparation of the Policy regarding the criteria for assessing the independence requirements of directors, containing an indication of the quantitative and qualitative criteria for assessing the significance of the relationships indicated in Recommendation 7 letters c) and d) of the Corporate Governance Code.