Remuneration governance

• Group HR
  Responsible for the process, coordinates the units involved in checking the performance and equity figures.
• Group Audit
  Examines the data and controls the process.
• Group CFO
  Supplies the data to determine the performance of the business areas based on actual figures.
• Compliance
  Assesses the compliance of policies with the legislative and regulatory framework.
• Group Risk Management
  Helps determine the metrics used to determine risk-adjusted performance.

This Committee has an advisory role for the remuneration and incentives of the CEO, senior management and staff. In particular, it:

• proposes the remuneration of personnel whose remuneration and incentive models are decided by the Board of Directors;
• advises on the determination of remuneration calculation criteria for all the most important personnel;
• monitors the correct application of the rules applicable to the remuneration of the heads of control functions, liaising closely with the board of Statutory Auditors;
• monitors the adequacy, fairness and effective application of the remuneration policies;
• handles the preparation of the documentation to be submitted to the Board of Directors for its decisions;
• collaborates with other internal Committees, particularly with the Risk Committee and Sustainability Committee;
• ensures the involvement of the relevant company functions in the preparation and control of remuneration and incentive policies and practices;
• expresses its opinion - based on, inter alia, the information received from the relevant company functions - on the achievement of the performance targets to which the incentive plans are linked and the assessment of whether the other conditions for the payment of remuneration have been met;
• monitors the policy’s gender neutrality;
• reports on its work to the governing bodies, including the general meeting.

The General meeting’s, duties include:

• establishing the Directors’ annual base fees whenever the new Board of Directors is appointed;
• approving the remuneration policies and the equity-based payment plans for the group’s Directors, employees and freelancers;
• approving the criteria for the determination of severance pay in the event of early termination of employment or office;
• upon the proposal of the Board of Directors, the General Meeting may set the group employees’ and freelancers’ performance-based pay up to 200% of their base salary or fees or up to any other threshold that has been set.