ERG Site | Directors' remuneration

Directors' remuneration

Directors’ remuneration is determined, for each financial year, by the Ordinary General Shareholders’Meeting called to approve year-end financial statements.

The Shareholders’Meeting also fixes the remuneration of the Directors serving on committees within the Board.

The emoluments of the Chairman, Deputy Chairmen, and Chief ExecutiveOfficer are determined by the Board of Directors on the basis of a recommendation made by the Nominations and Remuneration Committee.

Shareholdings owned by Directors, Statutory Auditors, General Managers and strategically accountable Managers, in 2010.

Pursuant to applicable CONSOB Resolutions,the following table illustrates the equity investments owned by the Directors, Statutory Auditors,General Managers and Executives with strategic responsibilities at the company and its subsidiaries.

Name and Surname	Company in which shares are owned	No. of shares owned at the end of the previous year	No. of Shares owned	No. of Shares sold	No. of Shares owned at the end of the year
Alessandro Garrone	ERG S.p.A.	2,000	-	-	2,000
Fabrizia Giordano⁽¹⁾	ERG S.p.A.	12,725	-	-	12,725
Riccardo Giordano⁽¹⁾	ERG S.p.A.	12,725	-	7,700	5,025
Senior Managers with strategic responsibilities	ERG S.p.A.	11,350	-	3,300	8,350
Senior Managers with strategic responsibilities	ERG Renew S.p.A.	10,000	-	10,000	-

^{(1) sons of Pietro Giordano}

Stakes held by Directors, Statutory Auditors, General Managers and Managers with strategic responsibilities

(From the 2010 Management Report)

Stock options assigned to Directors, General Managers and key executives

		Options held at the start of the year			Options assigned during the year			Options exercised during the year			Options exercised during the year	Options held at the end of the year
Full Name	Office Held	N. Opt.	Av. Exerc. Price	Av. Expir.	N. Opt.	Av. Exerc. Price	Av. Expir.	N. Opt.	Av. Exerc. Price	Av. Market Exerc. Price	N. Opt.	N. Opt.	Av. Exerc. Price	Av. Expir.
Edoardo Garrone	Chairman	156,182	15.88	4/2/ 2011							78,091	78,091	16.14	10/1/ 2011
Pietro Giordano	Deputy Chairman	195,228	15.87	4/2/ 2011							97,614	97,614	16.14	10/1/ 2011
Giovanni Mondini	Deputy Chairman	26,030	15.88	4/2/ 2011							13,015	13,015	16.14	10/1/ 2011
Alessandro Garrone	CEO	262,689	15.78	2/2/ 2011							173,536	89,153	14.13	10/1/ 2011
Luca Bettonte	Director	43,384	14.13	11/20/ 2011							-	43,384	16.14	11/20/ 2011
Aldo Garozzo	Director	65,076	15.88	4/2/ 2011							32,538	32,538	16.14	10/1/ 2011
Giuseppe Gatti	Director	84,599	15.81	2/17/ 2011							52,061	32,538	16.14	10/1/ 2011
Dirigenti Strategici	Man.Dir./ Division Head	203,905	16.26	5/10/ 2011							138,829	65,076	16.14	10/1/ 2011

Stock options granted to Directors, General Managers and Managers with strategic responsibilities

Table 2 from the 2010 Financial Statements

Person	Description of Office			Compensation
Full Name	Office Held	Period in office	Expiration of term in office	Emoluments for the office	Non monetary Benefits	Bonus and other incentives	Other Fees
Edoardo Garrone	Chairman	1/1/10 -12/31/10	April 30, 2012	791,086.89	8,913.11	125,000.00⁽¹⁾	-
Pietro Giordano	Deputy Chairman	1/1/10 -12/31/10	April 30, 2012	604,158.75	15,847.58	3,300,000.00⁽¹⁾⁽²⁾	291,666.67⁽³⁾
Giovanni Mondini	Deputy Chairman	1/1/10 -12/31/10	April 30, 2012	110,833.84	9,311.04	30,000.00⁽¹⁾	259,233.00⁽⁴⁾
Alessandro Garrone	CEO	1/1/10 -12/31/10	April 30, 2012	992,313.90	13,547.86	200,000.00⁽¹⁾	8,330.48⁽⁵⁾
Massimo Belcredi	Director Internal Control Committee Chairman Nominations and Remuneration Committee Member	1/1/10 -12/31/10	April 30, 2012	47,416.00 40,000.00 25,000.00	2,584.00	-	-
Luca Bettonte	Director	1/1/10 -12/31/10	April 30, 2012	50,000.00	14,756.78	75,000.00⁽¹⁾	1,011,639.0^(4)(14)
Lino Cardarelli	Director Nominations and Remuneration Committee Member	1/1/10 -12/31/10	April 30, 2012	50,000.00 25,000.00	-	-	-
Aldo Garozzo	Director	1/1/10 -12/31/10	April 30, 2012	43,907.00	7,072.20	-	-
Giuseppe Gatti	Director	1/1/10 -12/31/10	April 30, 2012	100,000.00	3,290.40	-	7,843.33⁽⁵⁾
Antonio Guastoni	Director Internal Control Committee Member	1/1/10 -12/31/10	April 30, 2012	50,000.00 40,000.00	-	-	-
Paolo Francesco Lanzoni	Director Nominations and Remuneration Committee Member Internal Control Committee Member	1/1/10 -12/31/10	April 30, 2012	44,782.07 25,000.00 40,000.00	5,217.93	-	37,250.00⁽⁷⁾
Graziella Merello	Director	1/1/10 -12/31/10	April 30, 2012	293,072.00	6,928.00	-	-
Mario Pacciani	Chairman of Board of Auditors	1/1/10 -12/31/10	April 30, 2013	60,000.00	-	-	50,205.16⁽⁸⁾
Lelio Fornabaio	Auditor	4/15/10 -12/31/10	April 30, 2013	28,646.84	-	-	96,332.67⁽⁹⁾
Paolo Fasce	Auditor	1/1/10 -12/31/10	April 30, 2013	40,000.00	-	-	18,706.23⁽¹⁰⁾
Andrea Manzitti	Auditor	1/1/10 -4/14/10	-	11,353.16	-	-	45,000.00⁽¹¹⁾
Key Executives⁽¹³⁾	Managing Directors and Division Heads	-	-	-	25,843.70	142,000.00⁽¹⁾	2,121,659.00⁽¹²⁾

Notes to the table

(1) Bonus accrued in 2010, to be paid out in May 2011 by ERG S.p.A.
(2) Extraordinary bonus of EUR 3,000,000.00, paid in 2010 for extraordinary transactions;
(3) Compensation as Chairman of ERG Petroli S.p.A. and ERG Renew S.p.A.;
(4) Employment wages from ERG S.p.A.;
(5) Fees as director in I-Faber S.p.A.;
(6) Fees as director ERG Nuove Centrali S.p.A. and Isab Energy Services S.r.l.;
(7) Fees as Chairman of the Supervisory Committee in ERG S.p.A., ERG Petroli S.p.A., ERG Raffinerie Mediterranee S.p.A., ERG Power & Gas S.p.A. and ERG Renew S.p.A.;
(8) Fees as Chairman of the Board of Statutory Auditors in ERG Petroli S.p.A., ERG Power & Gas S.p.A., TotalErg S.p.A. and as Auditor in ERG Oil Sicilia S.p.A., ISAB Energy S.r.l. and Raffineria di Roma S.p.A.;
(9) Fees as Chairman of the Board of Statutory Auditors in ERG Renew S.p.A., ERG Nuove Centrali S.p.A., ERG Power S.r.l. and as Auditor in Ionio Gas S.r.l., ISAB S.r.l., ERG Eolica Italia S.r.l., ERG Power & Gas S.p.A. and ERG Raffinerie Mediterranee S.p.A.;
(10) Fees as Chairman of the Board of Statutory Auditors in I-Faber S.p.A. and as Auditor in ERG Power & Gas S.p.A. and Ionio Gas S.r.l.;
(11) Fees as Auditor in ERG Renew S.p.A. and ISAB S.r.l.;
(12) Employment wages from ERG S.p.A. and fees as managing directors in subsidiaries, net of emoluments collected directly from the company by which they are employed. Includes extraordinary bonus of Euro 320,000.00 disbursed in 2010 for extraordinary operations;
(13) Includes 5 executives;
(14) Includes extraordinary bonus of Euro 450,000.00 disbursed in 2010 for extraordinary operations