Appointments and remuneration committee

The Appointments and Remuneration Committee, instituted by the Board of Directors, is composed of four independent directors and endowed with functions of consultation and proposal.

Composition

The Appointments and Remuneration Committee of CIR comprises profiles with the suitable competencies in matters of finance and/or remuneration policy.

Francesca Pasinelli

CHAIRMAN – Non-executive and independent director

Philippe Bertherat

Non-executive and independent director

Silvia Giannini

Non-executive and independent director

Maria Serena Porcari

Non-executive and independent director

Committee functions with regard to appointments

The purpose of the Committee is to ensure the transparency and balanced composition of the Board, guaranteeing a sufficient number of independent directors. In particular, the Committee:

  •  proposes candidates for the role of director to the Board of Directors, if the substitution of an independent director is necessary
  • formulates opinions for the Board of Directors with regard to the size and composition of the board itself, as well as, eventually, with regard to the professional profiles whose presence on the Board it considers opportune 
  • carries out preliminary activity with regard to the succession Plan for executive directors, which is subsequently approved by the Board of Directors

Committee functions with regard to remuneration

The Committee proposes to the Board remuneration for directors with particular roles (Chairman and Chief Executive Officer) and develops proposals relative to share incentive plans and criteria for the remuneration of top managers. In particular, the Committee:

  • submits to the Board of Directors proposals relative to the retribution of directors and managers with strategic responsibilities.
  •  formulates proposals, at the indication of Chief Executive Officer, with regard to the criteria for the remuneration of the company’s executives
  • periodically evaluates the suitability, consistency and concrete application of the remuneration policy for directors and executives with strategic responsibility

Participation in meetings of the Appointments and Remuneration Committee

The table presents the participation of directors, in percentages, in the meetings on the Appointments and Remuneration Committee. In 2019 the COFIDE Committee met twice.

Participation in 2019 meetings of the Appointments and Remuneration Committee

COFIDE PRE-MERGER

AZZERA_FILTRI_NO

societaNameRole% of partecipation
COFIDE PRE-MERGERFrancesco GuastiChairman100%
COFIDE PRE-MERGERMassimo CremonaCommittee member100%
COFIDE PRE-MERGERPaola DubiniCommittee member100%
CIR PRE-MERGERGuido TabelliniChairman100%
CIR PRE-MERGERPhilippe BertheratCommittee member100%
CIR PRE-MERGERClaudio RecchiCommittee member100%