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Non-executive directors

Remuneration determined by the Shareholders’ Meeting

The Shareholders’ Meeting of 26 March 2013 determined the remuneration of directors, providing for a fixed gross annual compensation of € 40,000 plus reimbursement of expenses incurred in relation to the position.

At its meetings of 23 February and 14 March 2016, after analysing the remuneration of the non-executive directors using specific benchmarks with the FTSE MIB companies, the Remuneration Committee indicated to the Board of Directors on 16 March 2016 that the remuneration paid brings about a positioning that falls within the first quartile of the market.

In light of the recommendations of Article 6.C.4 of the Corporate Governance Code, the remuneration of non-executive directors is not linked to the economic results achieved by the Company, nor do these directors benefit from share-based incentive plans.

No distinction is made in terms of remuneration for independent directors.

Compensation for participation in Board Committees

For the non-executive directors, on the basis of the resolutions adopted by the Board of Directors on 30 July 2013 in line with the previous resolutions of 27 July and 19 December 2011, an additional annual compensation is provided for participation in Board Committees:

  • for the Control and Risk Committee, in relation to the increasingly important role that it plays in managing business risks, compensation of € 30,000 is envisaged for the Chairman and of € 20,000 for the other members;
  • for the Remuneration Committee, compensation of € 15,000 for the Chairman and € 10,000 for the other members is respectively envisaged;
  • for the Appointments Committee, compensation of € 10,000 for the Chairman and € 7,000 for the other members is respectively envisaged.

The Remuneration Committee analysed the positioning of the non-executive directors also with reference to their compensation for participation in board committees during its meetings on 23 February and 14 March 2016. During the Board of Directors meeting held on 16 March 2016, it was represented that this compensation is positioned at about the median as regards the Internal Control and Risk Committee, and falls between the median and first quartile of the market regarding the Remuneration Committee and the Appointments Committee.

Severance indemnities

No agreements are provided on severance indemnities for non-executive directors, or any agreements that provide for indemnity in the event of their resignation or dismissal without just cause, or if their working relationship is terminated due to a takeover bid.

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