The Committee shall be composed of three non-executive directors, for the majority independent, as defined in the Corporate Governance Code.
In accordance with the Articles of Association, the Committee has proposal-making and advisory functions with regard to the Board of Directors, in general on the functions specified by the Corporate Governance Code, and in particular:
Functions of the Committee concerning the appointment of directors
- it proposes to the Board candidates for the position of director, should the office of one or more directors be vacated during the year, ensuring compliance with the requirements for the minimum number of independent directors and for the quota reserved for the less represented gender;
- at the proposal of the Chief Executive Officer, in agreement with the Chair, it submits to the Board of Directors the candidates for the position of members of the corporate bodies of Subsidiary Companies included in the consolidation area;
- it prepares and proposes: procedures for the annual self-assessment of the Board and its Committees; opinions on the maximum number of offices as a director or statutory auditor held in other listed companies; criteria for assessing both the requirements of professionalism and independence of the Board members of the Company and its Subsidiaries; opinions to support the evaluation by the Board regarding specific problematic situations in the presence of a general and prior authorisation of derogations from the competition prohibition contained in article 2390 of the Italian Civil Code; for the Board, opinions on its size and composition and makes recommendations on the professional and managerial figures whose presence within the Board is deemed opportune;
Functions of the Committee regarding the remuneration of the directors and executives with strategic responsibilities
- it submits the Compensation Report and, in particular, the compensation policy for Directors and executives with strategic responsibilities, to the Board, for its approval and presentation to the Shareholders’ meeting convened for the approval of the financial statements, under the terms provided for by law;
- it reviews the vote on the Compensation Report taken by the Shareholders’ Meeting in the previous financial year and expresses an opinion to the Board of Directors;
- it formulates proposals on the compensation of the Chairman and the Chief Executive Officer, with regard to the various forms of compensation and economic treatment;
- it makes proposals or expresses opinions concerning the compensation of members of the Board Committees;
- it expresses opinions, also on the basis of the indications of the Chief Executive Officer, with regard to:
- the general criteria for the compensation of Executives with strategic responsibilities;
- general guidelines for the compensation of other Executives of the Company and its Subsidiaries;
- annual and long-term incentive plans, including share-based plans;
- it expresses opinions, also on the basis of the Chief Executive Officer's proposals regarding the definition of performance targets, the final accounting of company results; proposes the definition of clawback clauses related to the implementation of incentive plans and the determination of the variable compensation of directors with powers;
- it proposes the definition, in relation to directors with powers, of: i) of the indemnification to be paid in the event of termination of their employment; ii) of the non-competition agreements;
- it monitors the application of decisions made by the Board; it periodically evaluates the adequacy, overall consistency and practical application of the policy adopted, in this latter regard making use of the information provided by the Chief Executive Officer, preparing proposals for the Board on this subject;
- it performs any duties that may be required by the procedure concerning related-party transactions carried out by the Company;
- it reports on the exercising of its functions to the Shareholders’ Meeting convened to approve the separate financial statements for the year, through the Chairman of the Committee or another member appointed by the latter.
The Committee reports to the Board, at least once every six months, not later than the latest date for the approval of the annual and half-yearly report, at the meeting specified by the Chairman of the Board of Directors; in addition, subsequently to its own meeting the Committee updates the Board of Directors in a communication, at the first available meeting, on the topics discussed and the comments, recommendations and opinions formulated therein.