Nominations and Remuneration Committee

Lanzoni_small

Paolo Francesco Lanzoni

Chairman

» Curriculum vitae
Belcredi_small

Massimo Belcredi

» Curriculum vitae
CardarelliSmall

Pasquale Cardarelli

» Curriculum vitae

Mission

The Nominations and Remuneration Committee makes recommendations to the Board regarding the remuneration of the CEO and Directors holding specific offices, as well as recommendations, at the CEO’s request, for setting criteria for remuneration of the company’s senior management and for the definition of the Group management incentive scheme.
 
The Committee also (i) submits to the Board of Directors, where requested, the candidates to the office of Board member in the cases set forth by Article 2386, first paragraph, of the Italian Civil Code, whenever it is necessary to replace an independent director; (ii) assesses, on the specific request of shareholders who intend to submit lists, the independence of the candidates to the role of Director to submit to the shareholders’meeting; and (iii) performs preliminary activities in order to allow the Board of Directors to carry out their annual evaluation regarding the size, composition and functioning of the Board as effectively as possible. To this end, it can express its opinion on the professional figures whose presence in the Board is considered appropriate.
In order to optimise performance of these tasks, the Committee may use the services of outside consultants, paid by the company.
Whenever the Committee discusses elaboration of its recommendations for remuneration of the Chairman and the CEO, such persons leave the meeting.

In 2012, the Committee held 7 meetings1– duly recorded in minutes – in which it: (i) formulated proposals for setting the remuneration of the Chairman, Deputy Chairmen, CEO and, more in general, of Directors with powers or specific duties and of the Directors called to serve on the Strategic Committee who do not hold positions in the Board of Directors; (ii) made determinations on the definition of the targets for the year 2012 with reference to the short and long term incentive system and to the value creation achieved in 2011, (iii) issued opinions – and proposals, when warranted – as to the recognition and setting of bonuses to some of the Company’s managers. The members of the Nominations and Remuneration Committee formulated the aforesaid proposals or assessments also taking into account the Procedure for transactions with related parties, issuing – when required – its opinion with the reasons for it.
The Committee also actively participated in the process for the design and subsequent adoption of a new short-term incentives system – the MBO System2, and of the new mediumlong term incentives systems undergoing design – the LTI System3 .
The MBO System and the LTI System are integral, substantial parts of the Remuneration Policy for the members of the Board of Directors and Key managers adopted by the Board of Directors – always at the proposal of the Nominations and Remuneration Committee – on 20 December 2011 in accordance with the Corporate Governance Code most recently revised on 18 December 2012 to take into account the powers delegated by the new Board of Directors of ERG S.p.A. – appointed by the Shareholders’ Meeting of 20 April 2012 – and the medium/long term incentive System (LTI System).
The Committee also prepared a support document for the Board of Directors on the Board Performance Review carried out by the Committee using the assessment criteria used in past years.
The average duration of the meetings held by the Committee was 2 hours.


1 Specifically: 4 times before the end of the mandate awarded to the previous Board of Directors and 3 times after the appointment of the new Board of Directors (which took place at the Shareholders’ Meeting on 20 April 2012) which confirmed the terms of office of the members of the previous Committee; therefore the composition of the Committee was unchanged even after the renewal of the Board of Directors.
2 Management by objectives.
3 Long term incentive.