Nomination and Remuneration Committee
The Nomination and Remuneration Committee is established by resolution of the Board of Directors of Ansaldo STS S.p.A. It is composed of a number of Directors – all non-executive and independent – established by the Board of Directors at the time of the appointment. At least one member of the Committee has adequate knowledge and experience in financial or remuneration policy subjects to be assessed by the Board of Directors at the time of the appointment.
On 5 April 2011, the Shareholders Meeting of Ansaldo STS S.p.A. elected the new Board of Directors of the Company in office for the 2011 – 2013 financial years.
On the same date, the Board nominated as members of the Remuneration Committee the Directors Maurizio Cereda (Chairman), Giovanni Cavallini and Filippo Milone.
Further to the resignation of Mr. Milone, submitted on 30 November 2011 and effective as of 13 December 2011, until 30 March 2012 the Board of Directors consisted of two Directors, namely Mr. Maurizio Cereda (Chairman) and Mr. Giovanni Cavallini.
On 30 March 2012, the Board of Directors replaced the ceased Director under Art. 2386 of the Italian Civil Code, by co-opting Mr. Bruno Pavesi [who has the independence requirements under law and under the Self-Discipline Code as well as under Art. 37 of the Market Regulation] as member of the Board of Directors.
On the same date, the Board of Directors completed the Committee by appointing Mr. Bruno Pavesi as a member.
Pursuant to Art. 2386, subsection 1, of the Italian Civil Code, the term of such Director expired on the date of the Meeting of the Shareholders convened on 7 May 2012.
The Meeting of 7 May 2012 resolved, among other things, to appoint Mr. Bruno Pavesi as Director of Ansaldo STS, who will remain in office until the expiration of the current Board of Directors, therefore until the date of the Meeting called to approve the financial statements for the corporate year ending 31 December 2013.
At the meeting of 23 May 2012, the Board of Directors completed the Committee by confirming the appointment of Mr. Bruno Pavesi as a member of the same, which is therefore currently composed of Mr. Maurizio Cereda (Chairman), Mr. Giovanni Cavallini and Mr. Bruno Pavesi.
The following Directors, in office until 5 April 2011, were already part of the Committee: Mr. Maurizio Cereda (Chairman), Mr. Gerlando Genuardi, Mr. Francesco Lalli.
On 18 December 2012, pursuant to the provisions of the new Self-Discipline Code approved by the Corporate Governance Committee of Borsa Italiana S.p.A. in December 2011, the Board of Directors of Ansaldo STS resolved to conform to the principles included in the new Self-Discipline Code, also conforming its own Governance system to the new self-discipline provisions.
In particular, it is highlighted that the same Board of Directors resolved to establish a nomination committee consolidated with the existing Remuneration Committee and gave the new committee – vested with both functions – the name of “Nomination and Remuneration Committee”, also approving the relevant regulation.
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