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

Appointments committeeAppointments committeeRenato Pagliaro (Chairman)Alberto Nagel (CEO)Francesco Saverio Vinci (GM)Independent (Code)*Independent (Finance Act)**Roberto Bertazzoni ♦ X XVincent BollorèDieter RamplMarco Tronchetti Provera* Independent as defined in Code of conduct for listed companies** Independent as defined in Article 148, para. 3 of Italian Legislative Decree 58/98.♦ Independent as defined in the Articles of Association, who takes part in committee meetings for certain resolutions.XXXThe Appointments committee is made up of six members and including dejure the Chairman of the Board of Directors, the General Manager/DeputyChairman of the Executive Committee and the Managing Director. Based onproposals made by the Managing Director and having first sought the Chairman’sopinion, the Appointments Committee approves the decisions to be adopted in thegeneral meetings of Assicurazioni Generali, RCS MediaGroup and Telco withrespect to appointments to these companies’ governing bodies.The Appointments Committee also has duties of enquiry in respect ofproposals of submission of lists for the Board of Directors and for the appointmentof the Executive Committee, Managing Director and General Manager, in thiscase with the addition of an independent member.The fact that only one member of the committee qualifies as independentunder the Code of conduct for listed companies, whereas the Code recommendsthat such members should be in the majority, is justified by the differentresponsibilities: i.e., appointments to posts in strategic investee companies,rather than identifying candidates for the post of director.The Committee met twice in the period from 1 July 2010 to 30 June 2011.Minutes are taken of committee meetings which are kept in specific registers.– 555