Nomination, Remuneration and Human Capital Committee

The Committee submits proposals and provides advice to the Board on matters related to the remuneration of the members of the corporate bodies and top management. It supports the Board in evaluating and defining the composition of the Board and its Committees and in appointing Executive Directors in subsidiaries with strategic importance.

Composed of at least three non-executive directors, the majority of whom are independent, who choose the Chairman from among the directors who meet the independence requirements. At least one member of the Committee has adequate knowledge and experience in financial matters and remuneration policies. 
On 18 February 2021, the Board of Directors resolved to assign the functions previously carried out by the Nomination Committee to the Human Resources and Remuneration Committee, which then took the name " Nomination, Remuneration and Human Capital Committee".

Composition of the Committee

Riccardo Bruno

Chairman (Independent Director)
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Andrea Boitani

Independent Director
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Giuseppe Guizzi

Independent Director 1
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Anna Chiara Invernizzi

Independent Director
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Carlo Malacarne

Independent Director
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(1) Minority List Candidate

Role of the committee

The Nomination, Remuneration and Human Capital Committee carries out proposal and advisory functions vis-à-vis the Board of Directors with reference, inter alia, to:
•    the remuneration of the members of the corporate bodies and top management; 
•    the strategic development of human capital; 
•    the self-assessment activity of the Board of Directors and its committees; 
•    the drafting, updating and implementation of any plans and/or procedures for the succession of the Chief Executive Officer and any other executive director; 
•    proposals of candidates for the position of director of the Company in the event of co-optation or as executive director of the Strategic Companies.
 

Committee activities

The Committee meets on the basis of the annual calendar of meetings and in any case whenever the Chairman deems it appropriate or at the request of one of its members.
The Chairman of the Board of Directors and the Chief Executive Officer are permanently invited to Committee meetings, it being understood that no Director attends meetings in which proposals are made to the Board of Directors in relation to his/her own remuneration.
During 2020, the Human Resources and Remuneration Committee met 15 times. The average attendance at meetings was 96 %. 
During 2020, the Nomination Committee met 7 times. The average attendance at meetings was 100%.

Rules of the Committee

The Committee has adopted a Regulation governing its composition, duties and functioning, updated in February 2021 with a view to implementing also the recommendations contained in the New Corporate Governance Code 2020 and taking into account the new functions assigned to the Committee.