Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

DIRECTORSIRECTORS’ AND STRATEGIC MANAGEMENTMENT’S REMUNERATIONThe executive Directors’ and Chairman’s remuneration is structured insuch a way as to ensure their interests are aligned with the main objective ofvalue creation for shareholders over the medium and long term. Thecompensation package is structured into three components so that the economicbenefits accruing to executive Directors are diversified over time:– fixed salary;– annual bonus payable at the governing bodies’ discretion based onperformance and results achieved; this may also take the form of stock optiongrants or other financial instruments;– MBO: calculated quarterly, and linked to the earnings targets set in the2008-11 three-year plan being substantially met.Non-executive Directors’ remuneration is set by shareholders in annualgeneral meeting, and does not include incentives linked to the Bank’s performance.The general policy in respect of the remuneration of directors andmanagement with strategic responsibilities is illustrated in the “Remunerationpolicy” which at the Remuneration Committee’s proposal is approved by theBoard of Directors and submitted to shareholders in general meeting. The policyfor the financial year 2010/2011, which was approved by shareholders in generalmeeting and which can be found on the Bank’s website atwww.mediobanca.it/Corporate Governance, as subsequently amended by theBoard of Directors in accordance with the guidance received from the Bank ofItaly and pursuant to the powers granted to it in the same general meeting, will beresubmitted to the approval of shareholders in general meeting.CHAIRMAN OF BOARD OF DIRECTORSThe Chairman of the Board of Directors calls, chairs and directsproceedings at general meetings, Board and Executive Committee meetings, andensures that all the other Directors are provided with adequate informationregarding the items on the agenda. The Chairman of the Board of Directors,Renato Pagliaro, is currently also the Chairman of the Executive andAppointments committees.– 551