Appointments and remuneration committee

The appointment functions are entrusted to the Appointments and Remuneration Committee, made up of three directors, all non-executive and independent (Philippe Bertherat, Francesca Pasinelli (Chair), and Serena Porcari), with adequate experience in accounting and finance and in remuneration policies.
As provided for in the “Regulation of the Appointments and Remuneration Committee,” the work is coordinated by the Chair of the committee (Ms. Francesca Pasinelli); the meetings are duly minuted with the assistance of the Secretary of the Board of Directors (who also serves as secretary of the ARC); the Board of Statutory Auditors attends the meetings; and the Chair of the committee reports on the work carried out to the Board of Directors at the first subsequent meeting.
Persons who are not members of the committee or of the control body do not attend committee meetings, except for the Secretary of the Board of Directors and (after prior notice to the Chief Executive Officer) other employees of the Company invited by the committee to provide support or information.
In particular, the Committee supports the Board of Directors on the following matters:

• definition of the optimal composition of the administrative body and its committees (size, managerial and professional profiles and the skills deemed necessary, diversity criteria);
• formulation of recommendations on the composition of the Board of Directors in view of each renewal;
• identification of candidates for the office of director in the event of co-optation pursuant to Art. 2386, paragraph 1, of the Italian Civil Code;
• definition of the maximum number of positions as director or statutory auditor that the Company’s directors may hold in companies listed on regulated markets (including foreign markets), financial companies, insurance companies, and companies of significant size, taking into account the directors’ participation in the committees established within the Board;
• carrying out the self-assessment process of the administrative body and its committees; preparation and review of the Succession Plan in the event of early replacement of the chair or the chief executive officer and performance of the preparatory functions therein for the identification of the replacement.