The Board of Directors of CIR defines the remuneration policy for Directors, members of the control body and top management. Said policy is directed towards the pursuit of sustainable success for the company and its group and takes into account the need to ensure the competitiveness of the company in the labour market and thus its ability to have, retain and motivate people with adequate competence and professionalism.
Assisted by the Appointments and Remuneration Committee, the Board:
- defines the policy for the remuneration of directors, statutory auditors and top management and periodically monitors its adequacy;
- establishes the remuneration of non-executive directors for sitting on one or more committees;
- determines the remuneration of directors holding special positions and top management, including the setting of criteria and targets for the implementation of variable remuneration and the vesting of rights linked to share-based incentive plans.
In defining the above, the Board shall take into account the recommendations of the Corporate Governance Code, and in particular shall ensure that:
- the remuneration of executive directors and top management meets reward criteria, making sure that the variable part has a significant weighting in the overall remuneration, that the targets to which the payment of the same is linked are predetermined, measurable and consistent with the strategic objectives of the company and the group it heads, and that caps are defined;
- the share-based remuneration plans for management promote alignment with the interests of the shareholders over a long-term horizon;
- the remuneration of non-executive directors and members of the control body is adequate for the competence, professionalism and commitment required by the duties assigned to them;
- the conditions for terminating the directorships of executive directors are clear and predetermined with the possibility of identifying a maximum limit to the amount payable as termination indemnity and the possible application of claw-back or “malus” clauses on part of the sum.
Each year, the remuneration policy is submitted for review and approval to the Board of Directors and put to an advisory vote of the Shareholders Meeting.
