The Compensation Committee was originally created on 7 October 2009, by resolution of the Board of Directors of 3 September 2009. It was created as a result of the start of trading of ordinary shares on the MTA, pursuant to art. 2.2.3, paragraph 3 (n) of the Stock Exchange Regulation, applicable to issuers admitted to the STAR segment, and in accordance with the Corporate Governance Code.
The current Committee was formed by resolution of the Board of Directors of 30 April 2015. It comprises the following 3 non-executive Directors, two of whom are independent:
|Name and surname||Role|
|Robert Kunze-Concewitz||Independent Director and Chairman|
|Catherine Gérardin Vautrin||Independent Director|
|Stefano Valerio||Non-Executive Director|
Functions attributed to the Compensation Committee
The Compensation Committee has a consultative and advisory role; its main duty is to submit proposals to the Board of Directors on compensation policies, including any stock option plans or stock allocation plans, relating to the Chief Executive Officer and managers with specific roles. In addition, on the recommendation of the Chief Executive Officer, it determines the criteria for the compensation of the Company’s managers with strategic responsibilities.
The establishment of this committee ensures the full and transparent disclosure of the Chief Executive Officer’s compensation, and the procedures by which this is determined. It is however understood that, in accordance with article 2389, paragraph 3 of the Civil Code, the Compensation Committee has a purely consultative role, while the Board of Directors, after consultation with the Board of Statutory Auditors, is responsible for determining the compensation of Directors with specific roles.
The Compensation Committee is responsible for the duties set out in article 6 of the Corporate Governance Code. Specifically:
- it periodically assesses the adequacy, overall consistency and practical application of the policy for the compensation of Directors with strategic responsibilities, based on the information provided by chief executive officers, and formulates proposals in relation thereto to the Board of Directors;
- it submits proposals or expresses opinions to the Board of Directors on the compensation of Executive Directors and other Directors with specific roles, and sets performance objectives associated with the variable component of their compensation; it also monitors the application of the decisions adopted by the Board, checking in particular that the performance objectives are actually achieved.
The Compensation Committee is also assigned duties in relation to the management of any incentive-based plans approved by the Company’s management bodies.
The meetings of the Compensation Committee are duly minuted.
In performing its functions, the Compensation Committee has access to the information and Company departments necessary to fulfil its duties, and may also use external consultants, within the terms established by the Board.