Nomination and remuneration committee

The Nomination and Remuneration Committee was established by the Board of Directors on April 22, 2021 in accordance with the provisions of the Corporate Governance Code of listed companies.

The Nomination and Remuneration Committee is composed by three non-executive and independent Directors in the person of Anna Zanardi Cappon(Chairman), Umberto Tombari and Annalisa Loustau Elia.

In its function as Nomination Committee, the Committee has the task of assisting the Board of Directors in the folloqind activities:

  • self-assessment of the Board of Directors and its committees
  • definition of the optimal composition of the Board of Directors and its committees
  • preparation, updating and implementation of the Chief Executive Officer and other executive directors’ succession plan that identifies at least the procedures to be followed in the event of early termination of office
  • identification of candidates for the office of director in cases of co-optation

Moreover the Committee gives opinions with reference to:

  • the maximum number of offices as director or statutory auditor that can be considered compatible with performing the office of director or statutory auditor of the Company, also taking into account the provisions of the Regulation of the Board of Directors adopted on January 28, 2021
  • Board of Directors’ evaluations according to article 2390 of the Italian civil code

In its function as Remuneration Committee, the Committee performs the following activities:

  • supports the Board of Directors in the preparation of the remuneration policy for directors, general managers, managers with strategic responsibilities and the supervisory body
  • submits proposals and express opinions to the Board of Directors on the remuneration of executive directors and other directors who hold particular offices as well as on the setting of performance objectives related to the variable component of said remuneration
  • monitors the application of the remuneration policy, verifying, in particular, the achievement of the performance objectives
  • periodically assesses the adequacy and overall consistency of the remuneration policy for directors and top management
  • evaluates and formulates proposals to the Board of Directors regarding share-based remuneration plans
  • ensures suitable functional and operational links with the competent corporate structures
  • reports to the shareholders on its functions