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, proposal and monitoring.

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 provides support to the Board of Directors in the following areas:

  • definition of the optimal composition of the board and its committees (size, managerial and professional profiles and skills deemed necessary, diversity criteria), taking into account the outcomes of the self-assessment process;
  • formulation of recommendations on the composition of the Board of Directors, prior to each renewal of the Board;  
  • identification of candidates for the office of Director, in the event of co-option pursuant to art. 2386, first paragraph, of the Civil Code;
  • definition of the maximum number of positions of Director or Statutory auditor that the Directors of the company can hold in companies listed on regulated markets (including foreign markets), financial companies, insurance companies and companies of a significant size, taking into account whether or not the Directors concerned sit on the Board’s internal Committees;
  • preparing and reviewing the succession plan in the event of early replacement of the chief executive officer and performing the preliminary functions provided therein to identify the replacement;
  • carrying out the self-assessment process of the Board of Directors and its Committees.

Committee functions with regard to remuneration

On the subject of remuneration, the Committee also has the following duties:

  • it assists the board of directors in drafting the remuneration policy and monitors its implementation;
  • it makes proposals or expresses opinions on the remuneration of the company’s Directors holding particular offices, executive Directors and top management;
  • it makes proposals or expresses opinions on the criteria and objectives for the application of the variable component of remuneration and for the vesting of rights linked to share-based incentive plans for executive directors and top management, verifying whether such objectives are actually achieved.

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%