Nominations and Remuneration Committee
Paolo Francesco Lanzoni
Chairman» Curriculum vitae
Massimo Belcredi» Curriculum vitae
Pasquale Cardarelli» Curriculum vitae
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.