The compensation of the Board of Directors is determined by the Shareholders’ Meeting, while the compensation of the Chairman, the Chief Executive Officer and the Directors who serve on Board Committees is determined by the Board of Directors, upon a proposal by the Compensation Committee and based on the input of the Board of Statutory Auditors.
Initially, the compensation payable to the current Directors was determined by the Shareholders’ Meeting that elected them on March 31, 2022. It consisted of a fixed annual fee payable to each Director and an attendance fee for each meeting attended by each Director. The compensation of Directors that perform special functions or are members of Board Committees was determined by the Board of Directors.
In addition to compensation as a Director, the Chairman has a monetary compensation articulated only at one fixed component.
The Chief Executive Officer, in addition to compensation as a Director, entitled to a compensation consist on a a fixed gross annual, a variable gross annual component (MBO) and medium-term variable cash linked to the achievement of predefined and measurable targets assigned by the Board of Directors, further to a recommendation by the Compensation Committee and with the input of the Board of Statutory Auditors.
The Company has identified twelve executives with strategic responsibilities.
The compensation of the Board of Statutory Auditors is determined by the Shareholders’ Meeting that elects them. The compensation of the Board of Statutory Auditors currently in office was determined by the Shareholders’ Meeting of April 5, 2023, setting it at a gross annual amount of 75,000 euros for the Chairwoman and of 50,000 euros for each standing Statutory Auditor. The compensation also includes an attendance fee of 1,000 euros for the Chairwoman and of 750 euros for each standing Statutory Auditor, for each meeting of the Board of Statutory Auditors, of the Board’s Committees and of the Oversight Board pursuant to Legislative Decree June 8, 2001, no.231, attended by them, plus the reimbursement of the expenses actually incurred and duly documented.
