The remuneration policy adopted by CIR is designed to promote the creation of sustainable long-term value, in line with the strategy of the company and the group, while ensuring attractiveness, motivation, and retention of resources with high skills and adequate professionalism.
The Board of Directors, with the support of the Appointments and Remuneration Committee, defines and updates the policy for the remuneration of directors, statutory auditors, and top management. This policy is developed in accordance with the recommendations of the Corporate Governance Code and is inspired by the following principles:
- Alignment with sustainable success: the remuneration policy supports the pursuit of the company’s strategic objectives, with a balance between fixed and variable components and a strong link between performance and pay;
- Fairness and transparency: the criteria adopted are transparent and consistent with the roles and responsibilities assigned, also in comparison with market best practices;
- Meritocracy and competitiveness: the remuneration structure is designed to attract key figures, rewarding individual and collective results in a measurable way and consistent with the performance of CIR and the group.
Within the framework of the remuneration policy, the Board:
- defines and approves annually the company’s remuneration policy;
- determines the fees of non-executive directors for participation in board committees;
- defines the remuneration of executive directors and top management, including:
- the variable component (annual bonuses and/or multi-year plans);
- performance objectives (predetermined, measurable, consistent with strategic goals);
- the adoption of share-based incentive plans, aimed at aligning with long-term shareholder interests;
- economic conditions in the event of termination of office (with ceilings and, where applicable, claw-back and malus mechanisms).
The remuneration of non-executive directors and members of the Board of Statutory Auditors is defined taking into account the role held, the expertise and commitment required, in line with best practice recommendations and with a view to transparency and adequacy.
The remuneration policy is submitted annually for approval by the Board of Directors and for a consultative vote by the Shareholders’ Meeting, as required by current legislation.
