Process for Definition and Implementation of the Policy and Parties Involved

Definition of the Policy is the result of a clear and transparent process in which the Remuneration Committee and the Board of Directors play a key role.

On motion by the Remuneration Committee, the Board of Directors adopts:

  • the Policy and
  • the “Criteria for Application of the General Remuneration Policy for Senior Managers and Executives” (“Application Criteria”).

The Policy is submitted by the Remunerations Committee to the Board of Directors for approval every year.

After reviewing and approving the Policy, the Board of Directors submits it to the advisory vote of the Shareholders’ Meeting.

The Board of Statutory Auditors gives its own opinion on the Policy, particularly in the part concerning Directors holding special offices.

The Remuneration Committee, the Board of Statutory Auditors and the Board of Directors supervise its application. For this reason, the Senior Advisor for Human Resources reports on compliance with the Policy and its Application Criteria to the Remuneration Committee at least once annually, upon presentation of the Remuneration Statement.

The 2012 Policy – which has been approved by the Remuneration Committee, and then approved by the Board of Directors, after obtaining the favourable opinion of the Board of Directors at its meeting on March 12, 2012 – is submitted for examination and advisory vote by the Shareholders’ Meeting.

For the sake of thoroughness, note that pursuant to applicable laws, the Board of Directors has the prerogative of adopting (or if envisaged by law, propose to the Shareholders’ Meeting) incentive mechanisms involving the grant of financial instruments or stock options, which if approved are published at the latest in the annual Remuneration Statement (without prejudice to any other disclosure obligations imposed by applicable laws and regulations). At the date of this Report, the Company does not have any stock option plans in place.