The current Compensation Committee was appointed by the Board of Directors on March 31, 2022 after the election, on the same date, by the Shareholders’ Meeting of the new Board of Directors, and its term of office will end at the natural end of the term of office of the Directors sitting on the committee, and therefore with the Shareholders’ Meeting called upon to approve the 2024 financial statements.
It currently consists of the following three non-executive Directors, two of whom are independent: Paolo Di Benedetto (independent with the role of Chairman), Angela Gamba (independent) and Florence Schreiber. The members were appointed by the Board of Directors, upon proposal of the Chairman of the administrative body.
The composition of the committee complies with the Code’s requirement that it be made up only of non-executive Directors, the majority of whom are independent, and that it be chaired by an independent Director other than the Chairman of the Board of Directors.
The Board deemed, having examined the responsibilities of the members making up the committee, that all the professionalities of the Directors appointed, met the professional requirements established by the Code, so the recommendation with regard to adequate knowledge and experience of financial and compensation policy issues was observed.
Attributions and operation of the Compensation Committee
The Compensation Committee consists of three non-executive Directors, the majority of whom are independent and on of them has adequate knowledge and experience in financial matters or compensation policies, as required by the Code.
The Chairman of the committee is appointed, from amongst its members, by the Board of Directors; otherwise, he is appointed by the committee itself.
The responsibilities assigned by the Board of Directors to the Compensation Committee, as most recently amended in June 2021 to be consistent with the Guidelines of Operation and the Code, and as reproduced in the committee’s own rules of operation, are as follows:
- to assist the administrative body in drawing up the Compensation Policy, also by making proposals and/or expressing opinions on such policy;
- to formulate proposals or express opinions to the Board of Directors on the compensation of the Chairman of the Board of Directors, the Chief Executive Officer and members of the Board Committees;
- to evaluate the guidelines and criteria concerning the Top management’s compensation, specifically with regard to executives with strategic responsibilities and the management, proposed by the Company, expressing the corresponding opinion;
- to formulate proposals or express opinions on the definition and breakdown of the objectives (which also include ESG objectives) and performance levels correlated with the short- and medium/long-term variable component for the Directors to whom this component is provided and for the Company’s Top management and management;
- to monitor the correct application of the compensation policy and verify the achievement of performance targets, consequently expressing to the administrative body proposals and/or final opinions on the variable component on the basis of the results achieved by the Directors to whom this component is provided, and more generally expressing opinions on the level of achievement of the shared corporate objectives assigned to the Company’s Top management and management;
- to periodically assess the adequacy and overall consistency of the compensation policy for the parties mentioned in the points above, benchmarking it against the market and making recommendations in this area;
- to provide opinions and recommendations for any medium/long-term compensation plans (“LTI”) for executive Directors, the Top management and the management of the Company and the Group;
- to express, even if the conditions set out in art. 13, paragraph 3, letter b) of Consob’s Related-party Regulation are not satisfied, in place of the Related Party Transactions Committee, and in the case of temporary exemptions, in the presence of exceptional circumstances, to the compensation policy approved by the Shareholders’ Meeting, its assessments on the issues concerning the compensation of Directors with special roles and other executives with strategic responsibilities subject to Consob’s Related-party Regulation, unless the Compensation Committee decides to obtain the opinion from the Related Party Transactions Committee.
The committee is assisted in the organisation of its meetings by a secretary, chosen also among persons other than committee members, as well as the competent corporate functions, in particular the manager of the Human Resources & ICT Division.
The Secretary ensures that minutes are taken at the meetings and the coordination of activities with the Board of Directors.
Committee meetings are convened by the Chairman, are quorate when a majority of the members are present and adopts resolutions with an absolute majority of the attendees.
The manager of Human Resources & ICT is regularly invited to committee meetings.
Other Directors, experts, and, after informing the Chief Executive Officer, managers and employees, may also be invited to attend committee meetings from time to time, in a merely advisory capacity.
The Chairman of the Board of Statutory Auditors and the other Statutory Auditors are regularly invited to the meetings.
The Committee Chairman, with the support of the Secretary, ensures that the documentation on the items on the agenda contains adequate and complete information on the issues to be discussed and is sent at least two days before the date of the meeting.
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 usually communicates to the Board of the Directors the resolutions adopted by the committee, which may take the form of a proposal, regarding assessments and opinions on 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.