Report on corporate governance and ownership 2011 - Indesit


<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 – Annex
of the statutory audit committee. In expressing their opinion as required by the aforementioned law
and procedure, the statutory auditors also make sure that proposals are in line with the Policy and the
RPT Procedure.
Subject to the provisions of the RPT Procedure, remuneration of Other ESR is fixed by the CEO in
concert with the Chairman, as required by the Policy.
Regarding the variable part of the annual remuneration of ESR who are entitled to it under this
Policy, the Board first consults the RC and the Statutory Audit Committee (the latter pursuant to art.
2389, clause 3, c.c.) on the occasion of approving the consolidated financial statements for each
year and the annual budget, it ascertains the percentage of accomplishment of the year’s objectives
and determines the level of payment of the incentive, as well as setting objectives and the incentive
scale for the new year.
Section 6 of this document illustrates how the remuneration of each ESR is determined.
The <strong>Report</strong> indicates, in the second part:
• in detail, the emoluments paid to directors and statutory auditors;
• cumulatively, the remuneration paid to Other ESR.
5. Human Resources
& Remuneration
Committee
The Board set up an HRRC consisting of three non-executive directors, of whom two independent.
The following have been the members of the HRRC since 29/4/2010:
• Mario Greco (HRRC chairman and independent director);
• Maria Paola Merloni;
• Paolo Monferino (independent director).
As required by art. 6 of the Code and the RPT Procedure, when the HRRC has to vote on matters of ESR
remuneration, it meets as the RC and therefore only in the presence of independent directors and the
chairman of the statutory auditors (who is not, however, entitled to vote).
The RC performs the following functions in particular:
• it periodically reviews the adequacy, overall coherence and actual application of the general policy
used for remuneration of ESR and makes recommendations to the Board on such matters;
• its makes recommendations to the Board regarding the remuneration of executive directors and
directors holding special posts and the setting of performance objectives to correlate with the
variable part of such remuneration;
• it monitors application of decisions adopted by the Board and verifies, in particular, the attainment
of objectives;
• in accordance with the rules in the RPT Procedure, it expresses a reasoned opinion on decisions and
any other kind of operation concerning remuneration;
• it makes recommendations to the Board regarding the remuneration of the honorary chairman;
• it drafts the <strong>Report</strong>.
At least once a year, on submitting the Remuneration <strong>Report</strong>, the Group HR Director reports to the RC
on compliance with the Policy.
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