Remuneration Committee

The Committee is comprised of four non-executive Directors, three of whom are independent pursuant to article 19 of the Articles of Association, including the Chairman.

Main duties

The Committee performs advisory and consultation functions for the determination of the fees of Directors with special duties and the General Manager’s remuneration, as well as with respect to the CEO’s proposed guidelines for the remuneration of senior management and for personnel remuneration, retention and incentive policies.
In particular, it:

• periodically assesses the adequacy, overall consistency and effective tangible application of the remuneration policy for Directors and key personnel;
• submits proposals and/or opinions on the remuneration of the CEO, General Manager and key personnel and verifies the achievement of performance targets;
• monitors the correct application of the rules applicable to the remuneration of the control function heads;
• expresses opinions on the remuneration policy to submit to the Board and the general meeting, particularly with respect to the achievement of the performance targets to which the incentive plans are linked and the assessment of whether the other conditions for the payment of remuneration have been met;
• submits proposals to the Board for the Directors’ allotment of the fixed fees established by the general meeting.

The Chairman of the Board of Directors, the Secretary, the Board of Statutory Auditors, the Chief Risk Officer and the head of Human Resources participate in the committee’s meetings. The CEO and General Manager also attend in an advisory role.

Meetings and activities

The Committee met eight times in the year ended 30 June 2019, including the meeting held without the executive Directors, to draft proposals to the Board on their remuneration and the outline of the long-term incentive plan that was subsequently approved.

The average rate of participation was 94%.