Directors' Remuneration

  In addition to reimbursement for expenses incurred in performing their duties, Directors receive annual fees determined by the Shareholders' Meeting.
The meeting of 29 April 2008 decided "to establish a maximum of 1,200,000 euros as the total annual remuneration of the Board of Directors pursuant to Art. 2389, subsection 1, of the Civil Code, said amount to be distributed among its members in accordance with the decisions taken in this regard by the Board".

At the same meeting  the Board of Directors established the distribution of the remuneration as follows:


Reserving the right to use the residual amount in the future, to give the Board a margin of organizational flexibility, including for the adoption of any new governance solutions.

A fee of 15,000 euros per annum is also payable to the Board member called on to be a member of the Self-Regulatory Body pursuant to legislative decree no. 231/2001.

The remuneration of directors given particular tasks is established by the Board of Directors upon consultation with the Board of Statutory Auditors as proposed by the Remuneration Committee. The current remuneration system provides37 for payments to comprise a fixed amount and an additional bonus linked to the performance of the Group, and to be related to the attainment of specific objectives set by the Board.

Specifically, Company practice, based on analyses carried out with major executive pay consultants, is to attribute an incentive based on a mechanism that includes a financial type (Net Financial Position) as an access condition (an "on/off " condition), linked to a quantitative parameter of annual profitability (PBIT).

Information on the remuneration of the directors entrusted with special powers can be found in a chart in the notes to the financial statements.
Lastly, it should be noted that there are no stock-option plans for either the executive or the nonexecutive directors.