Committee for Remuneration Policy

Since 2000, a "Committee for Remuneration Policy" was established within the Board of Directors, entrusted with investigating and consulting powers.

In full compliance also with provisions set forth by the Self-Regulatory Code, the "Committee for Remuneration Policy" includes independent Directors only, and at present they are the following:

• Mr. Berardino Libonati (Chairman)  
• Mr. Alberto Bombassei;
• Mr. Giampiero Pesenti.

The Secretary of the Board of Director is also appointed Secretary of this Committee.

The "Committee for Remuneration Policy" is entrusted with investigating and consulting powers relating to the following tasks.

• Expressing some suggestions about Director's consideration and for compensation to those Directors in special positions, taking into account that value creation for Shareholders' must be ensured in the medium-long term;
• Performing recurrent evaluation of the criteria adopted for Company Top Management remuneration, and under Director's indication, expressing suggestions and recommendations on such matter, specially referring to possible Stock Option and Participation plans;
• Monitoring the enforcement of resolutions taken by competent bodies and of Company policies related to Top Management compensation.

The Committee may be supported by external consultants; its Meeting is called every time its Chairman deems it necessary, or under request by any other member of the Committee or of the Board. The Board of Auditors is expected to attend every Meeting of the Committee, as well as – if deemed appropriate – other Representatives of the Company and/or the Group, and of the Auditing Firm.

According to the recommendations set forth by the Self-Regulatory Code, the Directors in charge of any special operation shall not be attending the Meeting of the Committee for Remuneration Policy.

All the members have always been provided in reasonable advance with the necessary information and documentation to acknowledge them on the subject matters under their examinations, thus allowing them to express their opinion, as far as such information/documentation have been available.

In order to perform its tasks, the Committee is fully independent as regards incurred expenses.

In addition, the Committee is granted the power to access any necessary information and Company Departments to perform its tasks; for such purpose, the Committee is supported by the Secretary of the Board of Directors.