The activities of the Nomination and Remuneration Committee are governed by Rules of Procedure – in line with the provisions of the Code of Conduct of the Italian Stock Exchange – approved by the Board of Directors on 29 January 2007 and later amended on 5 March 2012 and, most recently, on 18 December 2012 in order to implement certain provisions of the Corporate Governance Code for listed companies, December 2011 edition.
The Nomination and Remuneration Committee performs the tasks assigned to it by the Board of Directors as set out below:
- express opinions to the Board of Directors regarding its size and composition and express recommendations with regard to the professional skills necessary within the Board as well with regard to the topics indicated by articles 1.C.3. (maximum number of offices as director or statutory auditor) and 1.C.4. (derogations from the rule prohibiting competition) of the Corporate Governance Code;
- submit, to the Board of Directors, candidates for the office of director in the event of cooptation, should the replacement of independent directors be necessary;
- upon appointment by the Board of Directors, carrying out the necessary investigations for the purposes of the preparation of the succession plan for executive directors;
- present proposals to the Board of Directors regarding the remuneration of directors and key management personnel, where identified;
- evaluate, on a periodic basis, the adequacy, overall consistency and actual application of the remuneration policy referred to above, on the basis, in addition, where key management personnel are concerned, of the information provided by the Chief Executive Officer formulating proposals to put to the Board of Directors in that regard;
- submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and other directors who cover particular roles as well as on the identification of performance objectives related to the variable component of that remuneration, monitoring the implementation of decisions adopted by the Board of Directors and verifying the actual achievement of performance objectives;
- evaluate the proposals by the Chief Executive Officer regarding the general remuneration and incentive policy as well as the plans and systems for managerial development, the Group's key resources and the directors of the companies in the Group who have been granted powers;
- assist the company's top management in drawing up the most appropriate policies for the management of the Group's managerial resources;
- propose share-based compensation plans for Directors and Senior managers in the company and in the companies in the Group as well as the relevant implementation regulations, carrying out the duties assigned to it regarding the operation of the plans adopted from time to time by the Company;
- report to the Shareholders on the manner in which it has carried out its duties.
In performing its tasks, the Committee maintains appropriate functional and operational relationships with the competent corporate structures.
The Committee reports to the Board of Directors at least once every six months.
The company’s Human Resources Manager and other managers suggested by the Chairman as being expert in the matters under discussion, take part in the Committee’s deliberations. The Chairman of the Board of Statutory Auditors and other statutory auditors appointed by him also participate in the deliberations of the Nomination and Remuneration Committee. The other statutory auditors may also contribute.