Nominations and Remuneration Committee

Paolo Francesco Lanzoni
Chairman
Mara Anna Rita Caverni
Member
Silvia Merlo
Member

In compliance with the provisions of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana SpA, the Nominations and Remuneration Committee is comprised of three Non-Executive Directors, with a majority of independent directors, who have adequate expertise in financial matters and remuneration policies.*

The Nominations and Remuneration Committee (which carries out the role and the duties prescribed by the Corporate Governance Code for Listed Companies promoted by Borsa Italiana SpA for the Nominations Committee and for the Remuneration Committee) makes recommendations to the Board regarding the remuneration of the CEO and executive directors as well as recommendations, at the CEO's request, concerning pay policies for the Company's top management and the Group's management incentive plans:

- it periodically assesses the adequacy, overall consistency and concrete application of the Remuneration Policy for members of the Board of Directors and Executives with Strategic Responsibilities;
- it proposes to the Board of Directors the candidates for the office of Director in the case provided by Article 2386, first paragraph, of the Italian Civil Code, if it is necessary to replace and Independent Director;
- it assesses, at the specific request of the shareholders who intend to present lists, the independence of candidates for the office of Director to be submitted to the Shareholders' Meeting of the Company;
- it provides the Board of Directors, with annual periodicity, with an evaluation of the size, composition and operation of the Board itself, and it may express its indications on the professional profiles that should be included in the Board;
- it expresses its indications with regard to the maximum numbers of directorships or auditorships in other companies listed on regulated markets, including foreign ones, in financial, banking, insurance companies or companies of significant size that can be considered compatible with an effective performance of the duties of a director of the Company;
- in accordance with the Procedure for transactions with related parties, it issues its opinion both with reference to transactions of "Minor Relevance" and with reference to transactions of "Major Relevance" (i) on the Company's interest in the completion of transactions involving the assignment or increase of remuneration and economic benefits, under any form, to a member of an administrative or control body of the Company or to an Executive with strategic responsibilities thereof or otherwise to one of the persons who hold the offices indicated in Annex 1 to the Procedure for transactions with related parties and (ii) on the advisability and the substantial correctness of their conditions is constituted by the members of the Nominations and Remuneration Committee, unless the aforesaid transactions under Article 3.2, letter c) of the Procedure are excluded from the scope of the Procedure itself. If a member of the Committee is the counterparty of the transaction to be assessed or a related party thereof, the other Committee members shall call upon another non related independent director to participate in the meeting or, if none is available, a non related standing member of the Board of Statutory Auditors.

In 2015, the Committee held 8 meetings – duly recorded in minutes – during which in particular, it:

- 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;

- made determinations on the definition of the targets for the year 2015 with reference to the short and long term incentive system and to the value creation achieved in 2014;

- issued opinions – and proposals, when warranted – on the recognition and establishment 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 provisions of the current Procedure for transactions with related parties;

- prepared a supporting document for the evaluation of the Board of Directors regarding the size, composition and operation of said Board and its Committees during the year 2015 using the evaluation criteria previously applied in the previous year and the results of a self-assessment questionnaire sent to the members of the Board of Directors and of the Board of Statutory Auditors - actively participated in determining the Company's remuneration policy, effective 2015, in order to take account of the Company itself to the current Code of Conduct and the general principles of the LTI 2015-2017 System; to define the conditions necessary to give effect to the above LTI System - assessed the adequacy, overall consistency and actual application of the Remuneration Policy of the Company, also on the basis of the information provided by the CEO and by the Executive Vice Chairman.

The average duration of the meetings held by the Committee was approximately 1 hour and 30 minutes