Report on corporate governance and ownership 2011 - Indesit


<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
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