Compensation Committee

The current members of the Compensation Committee are Fernando Napolitano (acting as chairman), Alessandro Banchi and Pedro Solbes, all of whom are non-executive Directors, the majority of which are independent.

This Committee has the following advisory and proactive tasks:

a) to submit to the Board of Directors proposals for the general policy for the remuneration of the executive Directors and the other Directors who hold particular offices and the Executives with strategic responsibilities, periodically evaluating the adequacy, overall consistency and actual application of the policy adopted;

b)  to submit to the Board of Directors proposals for the compensation of the executive Directors and the other Directors who hold particular offices, and for the determination of the performance objectives linked to the variable component of such compensation, monitoring the implementation of the decisions adopted by the Board;

c) to examine beforehand the annual report on compensation to be made available to the public before the Shareholders’ Meeting convened for the approval of the annual financial statements.

As part of its duties, the Committee shall devise, submit to the Board of Directors, and oversee the application of incentive systems for the management, including, if any, plans for share-based remuneration.

The Committee shall also assist the Chief Executive Officer and the corporate functions concerned with regard to making the best use of managerial resources, finding talent, and promoting initiatives with university institutions for such purpose.

The composition, duties, and functioning of the Compensation Committee are established in detail by the related organizational regulations.