IGD SiiQ

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Nominations and Compensation Committee

Establishment and composition

At the meeting of 19 April 2012, the Board of Directors resolved to form a Nominations and Compensation Committee comprised of three directors, all independent and non-executive. The Compensation and the Nominations Committees were combined into a single committee for organizational purposes within the Board as well as because of the strong correlation between the competencies of the former Company's Compensation Committee and those of the Nominations Committee.

 

Functions

The Committee's duties are as follow:

  • to submit proposals regarding the optimal composition of the Board of Directors,  Company management and selection of directors, statutory auditors and management for subsidiaries held to be of strategic importance in order to guarantee an adequate level of separation between directors and management;
  • to provide recommendations relating to remuneration in order to ensure that the compensation of the Company’s directors, the Managers with Strategic Responsibilities and directors of subsidiaries  are determined in such a way as to retain and motivate the individuals with the professional characteristics needed to successfully manage the Company and its subsidiaries;
  • to propose candidates to the Board in the event it’s necessary to substitute the independent directors;
  • to provide the Board of Directors with an opinion about the periodic self-assessment, the optimal size and composition of the Board and to express opinions regarding the members of the Board and the characteristics of the professionals that could improve the functioning of the Board, as well as the maximum number of assignments as director and statutory auditor in other companies, as well as any allowable exceptions to the non compete clauses;
  • to periodically assess the adequacy, the coherence and the implementation of the compensation policy availing itself, with regard to the Managers with Strategic Responsibilities, of the information provided by the Chief Executive Officer;
  • to express an opinion about the type of administrative body to be formed (single party or board), the number of members and the candidates to be presented for director, statutory auditor, chairman, vice chairman and general manager (and/or chief executive officer) of the subsidiaries or affiliates.

 

The Nominations and Compensation Committee currently in charge met 5 times in 2016 and each meeting lasted approximately 45 minutes.

The actual Committee, appointed in the Board of Directors' meeting of 17th April 2015, is composed as follows:

 

Name Role Attendance
Andrea Parenti Independent director (Chairman) 100%
Milva Carletti Independent director 100%
Elisabetta Gualandri Independent director 100%
 

 
 
 
 
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