Composition

Foto ritratto Mazza

Rosario Mazza

Chairman
Not executive
Remuneration and Appointments Committee
Independent
Foto ritratto D'alfonso

Franco Maria Antonio D’Alfonso

Committee member
Not executive
Remuneration and Appointments Committee
Ethics Committee
Independent

The Remuneration Committee, which was set up in 2003, performs a proposal-making and advisory function, among other things, with respect to the Board of Directors concerning the remuneration of directors and executives with strategic responsibilities, particularly by reviewing and approving general and operating guidelines and formulating proposals to the Board concerning the remuneration of executive directors holding special offices, as well as the remuneration policy for directors and executives. 

The Board of Directors’ meeting of 20 December 2016 extended the Committee’s powers, changing its name to the Remuneration and Appointments Committee, assigning it advisory and proposal-making functions with respect to the Board itself, including with regard to the composition of the administrative body of the Parent Company and the subsidiaries, with regard to the replacement of independent directors, in the event of co-opting, as well as possible exceptions to the non-competition clause for directors, and with regard to the preparation of possible succession plans for directors.

The Remuneration and Appointments Committee consists of three non-executive directors.

Currently, the Remuneration and Appointments Committee is composed of:

  • Franco D’Alfonso
  • Rosario Mazza
  • Luciana Sara Rovelli

The Committee is chaired by the director Rosario Mazza.
The Chairman of the Board of Statutory Auditors or another member of the Board of Statutory Auditors attends the meetings of the Remuneration and Appointments Committee.

The composition, functioning, organisation and activities of the Remuneration and Appointments Committee are governed by regulations that were last amended by a resolution of the Board of Directors on 27 July 2022.

On 31 May 2022, the Board of Directors resolved to pay the Chairman of the Remuneration and Appointments Committee a gross annual fee of €20,000 and a gross annual fee of €10,000 to the other members of the Committee.