Report on corporate governance and ownership 2011 - Indesit

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<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 – Annex • “Total gross annual remuneration or Overall remuneration”: the sum of the fixed gross annual component, the variable annual component (MBO) that a beneficiary receives on attaining target objectives and annualization of the variable medium/longterm target component (L-TRI) where applicable. 54
<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 – Annex Section I – IndesitCo’s general policy on the remuneration of executives with strategic responsibilities 1. Introduction This document illustrates IndesitCo’s general policy on the remuneration of executives with strategic responsibilities (ESR) and the procedures used to adopt and implement said policy (the “Policy”). The Policy was defined by the Board on the basis of a proposal by the RC, in line with Issuers’ Regulations, the recommendations in art. 6 of the Code and the RPT Procedure. 2. Contents of the Policy This Policy defines principles and guidelines for the remuneration of: • the members of the Board; • the standing members of the Statutory Audit Committee; • the Other ESR; • the officer charged with preparing the Company’s accounting documents; • the Internal Control officer. The RC plays a central role in the process of defining the Policy, as established by section 5 hereunder. The Board approves the Policy, which is subsequently submitted to the shareholders in accordance with the provisions of art. 123-ter, TUIF, art. 84-quater, Issuers’ Regulations, and art. 6 of the Code. In drafting the Policy, the RC availed itself of consulting and assistance from Mario Consiglio, who in addition to acting as secretary/coordinator of the HRRC, has decades of experience in human resources management. 3. General principles The Policy’s aim is to guarantee adequate balancing between the fixed and variable components of the remuneration of the persons in special positions or with strategic functions indicated in section 2 above, and to attract and retain resources capable of successfully pursuing the Group’s strategic objectives. Said scope includes the definition of guidelines for implementing and actuating remuneration programmes and plans based on a set of remunerative elements depending on roles and responsibilities. Special efforts are made to ensure a direct link, reflecting the Group’s strategic objectives and its risk management policy, between performance and the variable part of remuneration (with suitable balancing of short- and medium/long-term components). The fixed part of remuneration is in any case deemed sufficient to compensate the work of executive directors and other ESR in the event that the variable components are not paid due to failure to achieve the objectives approved by the Board. Overall Remuneration is also defined using studies by specialists in remuneration analysis to ensure that levels are as competitive as possible and in line with the market. 4. Process of determination and approval of the Policy Pursuant to art. 2389 c.c., the remuneration of the entire Board is fixed at the time of its appointment: the shareholders’ meeting, in fact, decides on the overall amount of remuneration for the Board (see 6.1 hereunder). The remuneration of directors holding special posts is fixed, in accordance with art. 2389, clause 3, c.c., and the RPT Procedure, by the Board on the basis of proposals from the RC, having heard the opinion 55
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Report on corporate governance and ownership 2011 - Indesit

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