Compensation Committee

The current Board of Directors, based also on recommendations provided by the Committee, assigned to the Compensation Committee the following tasks:

a) Submit recommendations and/or proposals to the Board of Directors and monitor their implementation concerning:

• The compensation of the Chairman of the Board of Directors, the Chief Executive Officer and Directors who perform special functions within the Company or receive special assignments from time to time or serve on Board Committees;
• Long-term share-based or cash compensation plans and any related benefits;
• At the request of the Board of Directors, the compensation policies applicable to senior executives of the Company or the Group. When appropriate, the Audit Committee can perform all of these tasks using the support of external consultants paid by the Company.

b) Review proposals by the Chief Executive Officer concerning the compensation of the Chief Financial Officer and the Chief Operating Office and render an opinion about such proposals.

The Compensation Committee established on May 13, 2008 is comprised of four non-executive Directors, including three independent Directors. In 2010, its members were: Gregorio Gitti (Chairman and independent), Marc Boudier, Mario Cocchi (independent) and Gian Maria Gros-Pietro (independent). On January 14, 2011, the Director Marc Boudier resigned and was replaced by Jean-Louis Mathias. Considering the professional competence and the experience of the Committee members, the Code’s recommendation about the adequate financial knowledge and expertise is met.

Committee meetings are duly convened when a majority of its members are present, provided that the absent Director consented to the meeting being held, and adopts resolution with an absolute majority of the votes.

From time to time, the Chairman of the Committee, may invite employees and independent experts to attend meetings in a consulting capacity. As a rule, the Chairman of the Board of Statutory Auditors is invited to attend Committee meetings.

The Chairman and the Chief Executive Officer may never be present when recommendations about their compensation are submitted to the Committee.

The Committee Chairman provides the Chairman of the Board of Directors and the Chief Executive Officer with recommendations about items that should be included in the Agenda of Board meetings. At the first Board meeting held after each Committee meeting, the Committee Chairman communicates to the Board of the Directors the resolutions adopted by the Committee, which may take the form of a proposal, with regard to issues within its jurisdiction.

Even though the Board of Directors did not approve a specific budget, the Committee is provided on an ongoing basis with the financial resources it needs to perform the tasks assigned to it.

The secretary to the Board of Directors and the manager of the Human resources Department provide the Committee with support in organizing its meetings.

In 2010, the Compensation Committee met four times. On those occasions:

• It verified the achievement of the objectives tied to the variable portion of the compensation payable to the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer for 2009 and proposed those upon which the variable portion of the compensation would be based in 2010. Moreover, it completed the proposal concerning the objectives chosen as benchmarks of the specific LTI of the involved Management, including the Chief Executive Officer.
• It reviewed the guidelines for the Group’s merit-based policy for management personnel for 2010 and submitted a an opinion to the Board of Directors in the light of an analysis on the current trend of the market.
• Taking into account the consequent competitive positioning of the company and the current general economic scenario, the committee engaged a specialized external company for the drafting of such an opinion.

The Committee held three meetings since the beginning of 2011 during which it verified the level of achievement of the objectives chosen as benchmark for the variable component of the compensation payable to the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer for 2010. It also was informed about the results of the LTI for the Chief Executive Officer and the Management involved.

The Committee submitted its recommendations to the Board of Directors for review and approval, insofar as issues under the Board’s jurisdiction are concerned, and shared with the Chief Executive Officer any considerations concerning issues under his jurisdiction.

The average attendance of Directors at Committee meetings was 100%. A breakdown is provided in the table below.