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The remuneration policy, meaning the set of principles and tools adopted to define the compensation packages of Directors and Managers with Strategic Responsibilities involves the bodies named below.

 

Shareholders' Meeting

Role 

  • It determines the remuneration of the Board of Directors as a whole, with the exception of Directors holding special offices, Statutory Auditors and the Chairman of the Board of Statutory Auditors
  • It makes a binding vote on the first section and a non-binding vote on the second section of the Remuneration Report
  • It approves remuneration plans based on the allocation of financial instruments.

Board of Directors

Role 

  • Resolves on the allocation of the remuneration determined by the Shareholders’ Meeting for the Board (when established in a total amount for the body as a whole)
  • Defines the remuneration policy
  • Determines the remuneration of Directors holding special offices
  • Defines the objectives and performance targets of the Executive Directors and assesses their achievement with regard to short- and long-term incentive schemes
  • Defines the remuneration of control function managers (Audit, Compliance, IT & Security Compliance)
  • Formulates proposals to the Shareholders’ Meeting on remuneration plans based on the allocation of financial instruments
  • Prepares the Remuneration Report.

In order to ensure that the choices made with regard to remuneration are adequately prepared, the Board of Directors avails itself of the support of the Nomination and Remuneration Committee.

Nomination and Remuneration Committee 

Role

  • It proposes to the Board of Directors the criteria for allocating the total remuneration established by the Shareholders’ Meeting for the Board as a whole, as well as the remuneration of Directors holding special offices
  • Examines with the support of the Human Resources, Organization & Real Estate Function the policy for the remuneration of the managerial population, with particular regard to Key Managers with Strategic Responsibilities
  • Examines proposals to the Board of Directors for remuneration plans based on financial instruments
  • Evaluates the adequacy, the concrete application and the consistency of the remuneration policy, also with reference to the actual company performance, making suggestions and possible corrective proposals
  • It ascertains the level of achievement of the objectives set out in the short- and long-term variable incentive plans of the Executive Management in application of the measurement criteria determined at the time of allocation, and instructs the architecture of the objectives and performance targets linked to the following year's variable incentive scheme
  • It follows the evolution of the reference regulatory framework and market best practices in the field of remuneration, collecting insights for the design and improvement of the remuneration policy
  • It takes care of the engagement process towards proxy advisors when defining the Remuneration Policy to be submitted, subsequently, to a vote at the Shareholders’ Meeting.

Board of Statutory Auditors

Role 

  • The Board of Statutory Auditors formulates the opinions required by current legislation on proposals for the remuneration of Directors holding special offices. In accordance with the Company’s Corporate Governance Principles, it also expresses its opinion on the remuneration of the managers of the control functions.