The Board of Directors appointed by the Shareholders’ Meeting on 29 April 2010 has set up an internal Remuneration Committee – handling the remuneration of Directors and managers and any stock option plans – consisting of the Chairman Sebastien Egon Fürstenberg (non-executive and not independent) and the directors Roberto Cravero, with the role of coordinator, and Andrea Martin (both independent and non-executive). The Board’s membership is the same as it was in the previous 3-year period.

During 2010 the Committee met 3 times in total to express its assessments concerning:

  • Variable remuneration to be assigned to the Deputy Chairman for FY2009;

  • Variable remuneration of the General Manager and of the Corporate Accounting Reporting Officer for FY2009;

  • Implementation of the remuneration policies approved by the Shareholders’ Meeting on 30 June 2009;

  • Information on checks concerning the regulatory compliance of remuneration practices;

  • Recalculation of the strike price of stock option plans;

  • Revision of the remuneration policies approved by the Shareholders’ Meeting on 30 June 2009;

  • Calculations concerning the remuneration of directors vested with specific offices with reference to the 3-year period 2010-2012;

  • Calculation concerning the remuneration of the General Manager as from 1 January 2010.

The meetings were preceded by discussions between members and/or prior individual review of documentation. The meetings lasted 30 minutes on average.

All members attended the meetings held in 2010, saving the absence of the Chairman Sebastien Egon Fürstenberg on one occasion.

At the moment, for 2011 at least one meeting of the Committee is envisaged in order to express its assessments (in time for discussion of the same by the Board of Directors and/or Shareholders’ Meeting) concerning the following topics:

  • Report on implementation of remuneration policies in FY2010;

  • Checks of the regulatory compliance of remuneration practices;

  • Possible revision of the remuneration policies approved by the Shareholders’ Meeting;

  • Variable remuneration of key managers (i.e. strategically accountable managers).

The CEO and General Manager can attend Committee meetings when no items concerning them are on the agenda. In 2010 the CEO attended the meetings, leaving the room during discussion of topics concerning him. The Internal Auditing Officer also attended one of the meetings. The Committee holds office for three years and meets whenever recommendations have to be made to the Board concerning matters for which the Committee is responsible. Proper minutes are taken of every Committee meeting and recorded in the Remuneration Committee Minutes book.

The Committee has to perform the following tasks:

  • Make proposals to the Board of Directors for the remuneration of directors, General Manager and key managers (i.e. strategically accountable managers) of the Bank, linking part of such remuneration – compatibly with regulatory requirements – also to the business results achieved by the Company and possibly to the achievement of specific targets previously set by the Board;

  • Make proposals to the Board of Directors concerning the criteria for the attribution of stock options or granting of stock to the Bank’s directors and employees;

  • As regards the latter task, where possible, provide interpretation in controversial cases and adjust the conditions for the assignment of each tranche, as well as regulating exercise of rights emerging in the event of extraordinary operations on the Bank’s capital (mergers, capital increases without consideration or paid capital increases, share splits and reverse share splits, etc.).

In performing its functions, the Committee is able to access the information and corporate functions necessary to carry out its tasks, and is also able to avail itself of external advisors.

By the end of 2011 the Committee’s set-up will be revised based on application of the new text of Article 7 of the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana on 3 March 2010. The market will be informed of this by the Corporate Governance Report that will be published during 2012.