Activities carried out and planned
Activities carried out in 2016
In 2016, the Remuneration Committee met 10 times in all. Attendance by members stood at 100%. The Chairman of the Board of Statutory Auditors regularly attended the Committee meetings.
The Committee focused its activities for the first part of the year: on the preparation of the guidelines of the Remuneration Policy and the 2016 Remuneration Report; on the final balance of the 2015 company results an on the definition of the 2016 performance targets for the purpose of the variable incentive plans; on the definition of a remuneration proposal for the non-executive directors, the Chairman and the newly appointed CEO.
The following subjects were dealt with in the second part of the year: the results of the vote on the 2016 Remuneration Report and an in-depth look at the topics that the shareholders and proxy advisors focused their attention on; implementation of the long-term variable incentive plans; texts for the way-out agreements for the CEO; remuneration structure of the Senior Vice President of Internal Audit for whom a proposal for discussion at the board meeting was defined.
January |
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1. |
Remuneration proposal for the position of General Manager |
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February |
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1. |
Evaluation of 2015 Remuneration Policy |
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2. |
Evaluation of remuneration of Internal Audit Manager |
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3. |
2016 Remuneration Policy Guidelines |
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4. |
2016 Remuneration Report (first draft) |
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5. |
Definition of 2016 corporate objectives |
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6. |
Board of Directors’ Half-Year Report |
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7. |
2015 corporate objectives final balances |
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8. |
Annual Monetary Incentive Proposal for the CEO |
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March |
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1. |
2016 Remuneration Report |
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May |
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1. |
Remuneration proposal for |
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a. |
Non-executive directors (compensation for participation in board committees) |
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b. |
Chairman |
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c. |
CEO |
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July |
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1. |
Analysis of the result of the Shareholders’ Meeting vote on the 2016 Remuneration Report |
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2. |
Adjusted net profit final balance and Total Shareholders Return for the Long-Term Monetary Incentive plans |
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3. |
Deferred Monetary Incentive Plan |
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a. |
Regulation |
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b. |
2016 allocation proposal for the CEO |
4. |
First hypothesis on contents of way out agreements for the CEO |
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5. |
Board of Directors’ Half-Year Report |
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September |
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1. |
2016 Long-Term Monetary Incentive Plan |
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a. |
Regulation |
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b. |
2016 allocation proposal for the CEO |
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November |
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1. |
2017 Remuneration Report (initial considerations) |
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December |
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1. |
Remuneration proposal for the position of Senior Vice President of Internal Audit |
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The resolutions passed by the Board of Directors in 2016 regarding remuneration came under the exemption cases pursuant to point 10, number 6) of the Related-Parties Procedure taking into account that, as already set out in Article 13 of the “Regulation containing provisions on related-party transactions” (adopted by Consob through resolution 17221 of 12 March 2010 and later amended through resolution 17389 of 23 June 2010): (i) the Company adopted a remuneration policy; (ii) the Remuneration Committee was involved in the definition of the remuneration policy; (iii) the remuneration policy was put to an advisory vote at the Shareholders’ Meeting; (iv) the consistency of the remuneration with this policy was verified every time.
Activities planned for 2017
The Committee has scheduled eight meetings for 2017. As at the date of the approval of this Report, the first five meetings concentrating on the following subjects had already been held: regular evaluation of the remuneration policies implemented in 2016 for the purpose of defining the 2017 Policy proposals; revision of the medium-/long-term incentive system; examination of this Report for later approval by the Board of Directors; final balances of the 2016 company results and definition of the 2017 performance targets for the purpose of the variable incentive plans.