Compensation committee

The Compensation Committee includes four Directors: Paolo Di Benedetto (Chairman and independent), Gian Maria Gros-Pietro (independent), Nathalie Tocci and Nicole Verdier-Naves.

Considering the professional competencies and the experience of the Committee members, the Code’s recommendation about adequate knowledge and expertise with regard to financial and compensation policy issues is being met.

The Compensation Committee is responsible for providing consulting support and making recommendations to the Board of Directors in the following areas:

  • render opinions regarding the compensation policy of Directors;
  • submit recommendations about the compensation of the Chairman of the Board of Directors, the Chief Executive Officer and other Directors who perform special functions within the Company (including Directors who serve on Board Committees);
  • evaluate the guidelines and criteria concerning management’s compensation, specifically with regard to executives with strategic responsibilities, and render the corresponding opinion;
  • render opinions on the definition of performance targets related to the short-term and medium/longterm variable component, for those Directors who are awarded such a component and for management, specifically regarding executives with strategic responsibilities;
  • verify that the performance targets have in fact been achieved and, consequently make recommendations or render opinions for determining the amount of the variable component based on the results achieved, respectively for the Directors to whom this component applies and for top management, specifically regarding executives with strategic responsibilities;
  • assess periodically the effectiveness, overall consistency and concrete implementation of the compensation policy for the parties mentioned in the letters above, benchmarking it against the market;
  • provide opinions and recommendations for any medium/long-term compensation plans (LTI) for executive Directors and management;
  • review the Annual Compensation Report and provide its opinion about it to the Board of Directors prior to its submissions to the Shareholders’ Meeting.

The Chairman and the Chief Executive Officer have the right to attend Committee meetings exclusively to provide consulting support but are not allowed to participate in the Committee’s deliberations, it being understood that they cannot be present when issued concerning their compensation are discussed by the Committee.

From time to time, other Directors, employees and independent experts, as well as the Chairman of the Board of Statutory Auditors or another Statutory Auditor may be invited to attend Committee meetings

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.

The Committee reports to the Shareholders’ Meeting, within the framework of the Report on Corporate Governance, on the methods followed in performing its functions.

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.

In organizing its meetings, the Committee is supported by the Secretary to the Board of Directors, who drafts the minutes of the meetings and coordinates the Committee’s activities with the Board of Directors, and by the Manager of the Human Resources & Organization Department, who usually attends Committee meeting to provide the necessary technical support at the Committee’s request.