Non-executive directors

Shareholders’ Meeting remuneration

At the meetings of 23 February and 14 March 2016, the Remuneration Committee analysed the remuneration position of Non-executive directors, through a specific benchmark with FTSE MIB companies and presented the results to the Board of Directors on 16 March 2016.

The Shareholders’ Meeting of 27 April 2016 approved the annual gross pay for the office of € 70,000, plus the refunding of expenses incurred in relation to the position.

In the light of the recommendations of Article 6 C.4 of the Code of Corporate Governance, the remuneration of Non-executive directors is not linked to the financial results achieved by the company nor are they recipients of the share-based incentive plans.

There is no distinction in terms of remuneration for Independent directors.

Compensation for participation in board committees

The Remuneration Committee, having analysed the position of Non-executive directors at the meeting of 26 May 2016 with regard to pay for attending board committee meetings, using a special benchmark with FTSE MIB companies, submitted a proposal to the Board of Directors on positioning for all Committees on the median market benchmarks.

Based on what the Board of Directors resolved on 31 May 2016, in line with continuity with the previous resolutions of 27 July and 19 December 2011, provision was made for the following annual pay:

• for the Control and Risks Committee, with regard to the increasingly important role exercised in the oversight of company risks,€ 30,000 for the Chairman and € 20,000 for the other members;
• for the Remuneration Committee, the Appointments Committee and the Sustainability Committee € 20,000 for the Chairman and € 15,000 for the other members.

Severance pay

There are no agreements for severance pay for Non-executive directors or compensation in the event of dismissal or termination of employment without just cause or if their employment is terminated following a takeover bid.