The Board of Directors has established the functions of the Compensation Committee, making them fully compliant with the Code, specifically laying down that:
- it presents proposals to the Board regarding the remuneration of Chief Executive Officers and directors holding particular office, in order to ensure that this matches the goal of medium/long-term creation of value for the shareholders, evaluating its application in practice;
- t periodically evaluates the criteria adopted for the remuneration of the Company’s top management and, at the request of the Deputy Chairman & Chief Executive Officer, presents proposals and recommendations accordingly, with particular reference to the adoption of stock option or stock granting plans, evaluating their application in practice;
- it monitors the application of decisions taken by the competent bodies and of company policies relating to top management remuneration.
As far as the operation of the Compensation Committee is concerned:
- it is allowed to have access to the information and company functions needed for it to perform its duties;
- it is allowed to request the Board of Directors to engage the services of outside consultants in order to carry out its activities;
- it meets every time its Chairman decides or at the request of any of its members or a chief executive officer, giving notice of such at least one day in advance of such meeting.
In full compliance with and actually going beyond the recommendation contained in art. 7.P.3 of the Code, the Compensation Committee consists of three directors, all of whom independent: Claudio Recchi (Chairman); Reginald Bartholomew and Carlo Emilio Croce.