Comittees are permanent bodies with an informative, advisory and supervisory tasks.
The Nominations and Remunerations Committee assists and reports to the Board of Directors about appointments, re-elections, dismissals, evaluation and remunerations of the members of the Board of Directors.
Pursuant to Article 29 of the Company’s Articles of Association, the Nominations and Remunerations Committee shall consist of no less than three (3) and no more than six (6) Directors. At least one of its members must be independent and shall be the Chairman of the Committee.
The members of this Committee should not be members of the Executive Committee. The Nominations and Remunerations Committee is constituted by independent members of the Board of Directors.
The Nominations and Remunerations Committee is a permanent body with an informative and advisory nature and its recommendations and reports are not binding. As such, the Nominations and Remunerations Committee has no executive functions.
The main functions of the Nominations and Remunerations Committee are to assist and report to the Board of Directors about appointments (including by cooption), re-elections, dismissals and remunerations of the Board and its office, about the composition of the several Committees of the Board, and the appointment, remuneration and dismissal of top management officers. The Nominations and Remunerations Committee shall also inform the Board of Directors about the general remuneration and incentives policy for the Board and for the said top management officers.
In addition to the Articles of Association, the Nominations and Remunerations Committee is governed by the Regulations approved on June 4, 2008, and also by the Board regulations.
This Committee shall meet at least once every quarter and also whenever its Chairman sees fit.
This Committee shall draft minutes of every meeting held and inform the Board of Directors of decisions that it makes at the first Board meeting held after each committee meeting.
The meetings of this committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be adopted by simple majority. The Chairman shall have the deciding vote in the event of a tie.