- A CORRECT BALANCE BETWEEN THE VARIABLE COMPONENT AND THE FIXED COMPONENT
Compensation Committee
The Compensation Committee plays an advisory and consulting role, in favor of the Board of Directors, in connection with the definition of a policy for compensation of directors and executive officers. Currently no stock option plans are forseen for the top management.
The Compensation Committee consists of the following non-executive directors:
ALESSANDRA STABILINI
CHAIRMAN
CHAIRMAN
CAIO MASSIMO CAPUANO
MEMBER
MEMBER
OLIVIER ELAMINE
MEMBER
MEMBER
The main activities of the Committee involve:
Drawing up proposals to the Board of Directors on the definition of the remuneration policy for company directors and senior managers with strategic responsibilities
Periodically evaluating the adequacy, overall consistency and practical application of the remuneration policy for company directors and senior managers with strategic responsibilities, making use, with regard to the latter, of the information provided by the CEOs; drawing up proposals to the Board of Directors on the subject
Submitting proposals or expressing opinions to the Board of Directors on the remuneration of executive directors and other directors who hold specific offices, as well as on the establishment of performance targets related to the variable component of this remuneration; monitoring the application of the decisions adopted by the actual board verifying, specifically, that the performance targets are effectively reached
The Company’s remuneration policy aims to attract, retain and motivate staff and is consistent with the objectives outlined in the corporate strategy through:
- AN ADEQUATE CONNECTION FOR REMUNERATION BETWEEN INDIVIDUAL PERFORMANCE AND THAT OF THE COMPANY ITSELF
- A PERFORMANCE EVALUATION SYSTEM CONSISTENT WITH THE DEFINED RISK PROFILE
For this purpose, the policy:
Aims to increase transparency on the subject of remuneration and the responsibility of the Recipients in the management of the Company
Pursues the goal of incentivising the Recipients in order to reach the Company's objectives, without encouraging taking inappropriate risks
Requires the remuneration awarded to the Recipients to be proportional to the role performed, the responsibilities delegated and the skills and abilities actually demonstrate
Guarantees the alignment of the Recipients’ interests with those of the Company, with the primary goal of creating value for the Company’s shareholders in the medium/long term
Aims to attract, motivate and retain persons with the professional qualities needed to successfully manage the Company
Provides that, for directors with management responsibilities or who carry out, even if only de facto, functions involving the Company’s management, as well as senior managers with strategic responsibilities, a significant part of their remuneration is connected to their performance
Defines a system of economic and non-economic criteria on which the achievement of the objectives to which the allocation of part of the remuneration is connected is based
Establishes that the remuneration of non-executive directors is commensurate with the commitment requested of each of them, also taking into consideration any participation in one or more committees
| (EURO) | ROLE | FIXED COMPENSATION | COMPENSATION RELATED TO COMMITTEES | VARIABLE COMPENSATION | NON MONETARY BENEFITS | OTHER EMOLUMENTS | TOTAL COMPENSATION | FAIR VALUE OF EQUITY COMPENSATION | TERMINATION INDEMNITY |
|---|---|---|---|---|---|---|---|---|---|
| MEMBERS OF THE BOARD OF DIRECTORS | |||||||||
| Massimo Capuano | Chairman | 140,000 | 140,00 | ||||||
| Feras Abdulaziz Al Naama | Vice-Chairman | 30,000 | 10,000 | 40,00 | |||||
| Manfredi Catella1 | Chief Exe-cutive Offi-cer | 18,182 | 1,818 | 20,00 | 583,942 | ||||
| Olivier Elamine1 | Director | 7,500 | 2,500 | 10,00 | |||||
| Luciano Gabriel | Amministratore | 22.500 | 7.500 | 30.000 | |||||
| Alessandra Stabilini | Director | 31,171 | 10,390 | 41,562 | |||||
| Agostino Ardissone2 | Director | 7,500 | 2,500 | 10,000 | |||||
| Ariela Caglio | Director | 30,000 | 30,000 | ||||||
| Antonella Centra | Director | 30,000 | 30,000 | ||||||
| Paola Bruno3 | Director | 16,538 | 5,513 | 22,051 | |||||
| BOARD OF STATUTORY AUDITORS | |||||||||
| Massimo Laconca | Chairman | 46,800 | 46,800 | ||||||
| Milena Livio | Auditor | 31,200 | 31,200 | ||||||
| Marco Lori | Auditor | 31,200 | 9,360 | 40,560 | |||||
| EXECUTIVES | |||||||||
| N. 1 dirigenti | 153,630 | 69,000 | 8,493 | 231,129 | |||||
| OTHER COMPENSATION | |||||||||
| Matteo Ravà1 | Key Managers | 40,000 | 40,000 | 146,029 | |||||
| Gabriele Bonfiglioli1 | Key Managers | 40,000 | 40,000 | 146,029 | |||||
1 Certain Board Members have renounced to their remuneration in order for the Company to donate such amounts to charities in volved in the emergency caused by the COVID-19 pandemic.
2 In charge up to March 8th, 2020
3 In charge from June 11th, 2020