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.
Functions
This Committee submits 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. The Nominations and Compensation Committee is also called upon to express opinions with regard to the type of Administrative Body (single party or board), the number of members and the candidates to be presented for director and statutory auditor, as well as Chairman, Vice-Chairman and General Manager (and/or Chief Executive Officer) of subsidiaries and affiliates.
The Committee's duties, in accordance with the Compensation policy, are as follow:
- to submit proposals to the Board of Directors regarding the general policy for the remuneration of executive directors, other directors with particular responsibilities;
- to evaluate periodically the adequacy, overall consistency and the practical application of the general policy for the remuneration of key managers with the information provided by the CEO;
- to submit proposals to the Board of Directors on the remuneration of executive directors and directors with special duties, as well as the establishment of performance goals related to the variable component of the remuneration, and monitors the implementation of decisions adopted by the Board of Directors and verifying, in particular, the actual achievement of performance targets;
- to submit opinions regarding the compensation of the Chairmen, Vice-Chairmen and General Managers (and/or Chief Executive Officers) of the subsidiaries deemed strategic based on the proposals submitted by the Chairman and the Parent Company's Chief Executive Officer;
- to submit opinions regarding the overall compensation to be granted the Board members of the subsidiaries and affiliates;
- to report to the shareholders of the Company on the exercise of their functions.
| Name | Role |
|---|---|
| Parenti Andrea | Independent director (Chairman) |
| Carpanelli Fabio | Independent director |
| Magalotti Tamara | Independent director |



