Nominations and Remuneration Committee

Paolo Francesco Lanzoni

  Chairman
Massimo Belcredi  
Lino Cardarelli  

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 2010, the Committee held 7 meetings at which recommendations were made concerning the emoluments of the CEO and other Directors who hold office within the Board of Directors and of the Corporate General Manager, the setting of objectives for FY 2010 with regard to the short-term incentive scheme, the value creation achieved in 2009, the determination of extraordinary bonuses as a result of the completion of the joint venture with Total Holdings Europe S.A.S.
The Committee also prepared a support document for the Board of Directors, pertaining to the Board Performance Review it conducted.