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.
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
| societa | Name | Role | % of partecipation |
| COFIDE PRE-MERGER | Francesco Guasti | Chairman | 100% |
| COFIDE PRE-MERGER | Massimo Cremona | Committee member | 100% |
| COFIDE PRE-MERGER | Paola Dubini | Committee member | 100% |
| CIR PRE-MERGER | Guido Tabellini | Chairman | 100% |
| CIR PRE-MERGER | Philippe Bertherat | Committee member | 100% |
| CIR PRE-MERGER | Claudio Recchi | Committee member | 100% |
