The Remuneration and Appointments Committee

Members Office in Iren Role on the Committee Executive / Non-executive / Independent
Pietro Paolo Giampellegrini Committee Councilor Chair Non-executive - Independent
Francesca Grasselli Committee Councilor Member Non-executive - Independent
Maurizio Irrera Committee Councilor Member Non-executive / Non-Independent

 

The Remuneration and Appointments Committee (CRN), as provided for in the Code of Conduct on remuneration and appointments and implemented in the Regulations approved by the Board of Directors, performs the following functions:

  • make proposals to the Board of Directors regarding the definition of the remuneration policy for Directors and Executives with Strategic Responsibilities of the Group, after interaction with the Risk and Sustainability Control Committee, with regard to risk profiles;
  • submit the annual Remuneration Report (art. 123-ter TUF) for the approval of the Board of Directors, for presentation to the Shareholders' Meeting called to approve the Financial Statements;
  • periodically assess the suitability, overall consistency and actual application of the remuneration policy, by making use of the information provided by CEOs and submitting proposals on the subject to the Board of Directors;
  • submit proposals or express opinions to the Board of Directors on the remuneration of executive Directors and other Directors holding specific office, as well as on the setting of performance targets related to the short and medium/long-term variable component of such remuneration;
  • monitor the application of the decisions taken by the Board of Directors, verifying, in particular, the actual achievement of the short and medium/long-term performance objectives;
  • make proposals to the Board of Directors regarding the remuneration of the members of the Committees set up within the Board itself;
  • instruct the annual self-assessment procedure (Board evaluation) on the functioning of the BoD and its Committees, formulate opinions to the Board of Directors on the size and composition of the Board and its Committees and to express recommendations on the professional and managerial figures whose presence on the Board is deemed appropriate;
  • express recommendations to the BoD in relation to the maximum number of appointments that members can take as Director or Statutory Auditor in other listed companies in regulated markets (even foreign), in financial, banking, insurance or relatively large companies, compatible with the efficient performance of the office of company Director, bearing in mind the participation of Directors in the Committees established within the Board, as well as the exceptions to the bans on competition provided for by Article 2390 of the Italian Civil Code;
  • proposes candidates to the BoD, compatibly with the provisions of the Articles of Association in force, for the office of Director in cases of co-opting, where independent Directors need to be replaced, ensuring compliance with the requirements on the minimum number of independent directors and on the percentages reserved for the less represented gender;
  • perform enquiries into preparation of the plan for the succession of executive Directors, if the BoD decides to adopt such a plan;
  • report, through its Chairman, on the most important issues examined by the Committee at the first useful meeting of the BoD;
  • report on the procedures for the exercise of its functions to the Shareholders' Meeting called to approve the Financial Statements. 

 

 

RELATED DOCUMENTS: 

Report on the 2020 Remuneration Policy and Compensation paid in 2019