Remuneration Committee
The Remunerations Committee has an advisory role, and performs duties of prior analysis with respect to determination of the compensation payable to Directors with specific duties and to the Group General Manager, and to the staff remuneration and retention policies.
Chairman: Vittorio Pignatti Morano
Committee members:
- Mana Abedi
- Maximo Ibarra
- Sabrina Pucci
- Angel Vilà Boix
The Committee consists of five non-executive and independent Directors.
The Committee has an advisory role, and performs duties of prior analysis with respect to the determination of the compensation payable to Directors with specific duties and to the Group General Manager, and for submitting proposals to the Chief Executive Officer regarding the guidelines for the senior management remuneration system, and the staff remuneration, retention and incentivization policies.
It has the following duties in particular:
- Regularly assessing the adequacy, overall coherence, and application in practice of the remuneration policy for Directors and identified staff;
- Proposing compensation for staff members for whom the remuneration and reward systems are decided by the Board of Directors; and then submitting proposals and/or opinions for the compensation payable to the Chief Executive Officer and Group General Manager and identified staff, evaluating their performance to ascertain whether targets have been met, and giving its opinion on whether the other conditions for remuneration to become payable have been satisfied;
- Exercising supervision to ensure that the rules on the remuneration payable to the heads of the company control units have been applied correctly, liaising closely with the Statutory Audit Committee in this area;
- Expressing its opinion on the remuneration policy to be submitted to the Board of Directors and to shareholders gathered in AGM, with reference in particular to whether or not the performance objectives to which incentives are linked have been met, and to ascertaining whether the other conditions for remuneration to become payable have been satisfied;
- Submitting proposals regarding the allocation of the fixed compensation payable to the Board established by the shareholders in AGM between the individual Directors;
- Preparing the documentation to be submitted to the Board of Directors for the latter to adopt resolutions;
- Working together with the other Board committees, in particular the Risks Committee and the Sustainability Committee;
- Ensuring that the relevant company units are involved in the process of compiling and checking the remuneration and reward policies and practices;
- Monitoring the gender neutrality of the Group Staff Remuneration Policy;
- Providing adequate feedback on its activities to the governing bodies, including to shareholders in Annual General Meeting.
The following parties attend Remunerations Committee meetings: the Secretary to the Board of Directors, the Statutory Audit Committee, the Group Chief Risk Officer, Head of Group Human Resources, and other members of the Group’s staff when invited, including the Chief Executive Officer and Group General Manager.
