The Remuneration Committee

The Board has established, since 2000, the Remuneration Committee from among its members, charged with fact-finding and advisory functions.
In line with the provisions in the new Code of Conduct, this Committee:

  - prepares proposals to the Board regarding the remuneration to the Board of Directors and those who hold certain roles, to ensure that they align with the objective of shareholder value creation in the medium-long term;

- periodically evaluates the remuneration criteria for the upper management of the Company and, upon request of the Board of Directors, prepares related proposals and recommendations, with specific reference to the adoption of possible stock option plans or stock bonuses;

- monitors the application of the decisions made by the relevant bodies and company policy regarding top management compensation. 
 
The Committee - which may also request the assistance of external consultants in fulfilling its mandate - meets whenever its Chairman deems it appropriate or a meeting has been requested by another member of the committee or by a Managing Director. The Board of Statutory Auditors and, when considered appropriate, other Company representatives participate in the Committee meetings.

In full compliance with provisions in the new Code of Conduct, the Remuneration Committee consists exclusively of independent Directors: Berardino Libonati (Chairman), Giampiero Pesenti and Aldo Roveri.

During 2006, the Remuneration Committee met four times during which it examined - and presented to the Board - pay packages to the Chairman, the Managing Director (also in reference to the end of the mandate regarding the roles covered by the same) and the General Managers, also disclosing the criteria underlying its decisions.

All members of the Remuneration Committee participated in the meetings, except for one absence during one meeting.