Compensation Committee
The Compensation Committee is established by means of a Board of Directors’ resolution, according to Article 19, last comma, of Saipem’s Articles of Association and in compliance with the provisions of the “New Corporate Governance Code of Listed Companies” issued by Borsa Italiana S.p.A. on March 14, 2006, adopted by Saipem on December 14, 2006.
The Committee is made up of three independent non-executive directors. At least one member of the Committee has adequate knowledge and experience in financial matters; this competency is assessed by the Board of Directors at the time of their appointment.
The Executive Vice President for Human Resources, Organisation and ICT acts as the Secretary to the Committee.
The Committee is provided by the Board of Directors with the resources required to fulfil its responsibilities and is entitled to have access to information as well as to any Company department in order to fulfil its tasks; it may also avail itself of external consultants.
The Committee advises the Board regarding the remuneration of Directors vested with executive powers and members of the Board Committees, and in matters concerning:
- annual and long-term incentive Plans;
- general criteria for the remuneration of managers with strategic responsibilities;
- objectives and results of the Performance and Incentive Plans.
The Committee expresses its opinion whenever and within the terms required by the procedure on related parties transactions.
The responsibilities and operation of the Compensation Committee are governed by the Regulations approved by the Board of Directors on June 16, 2011.
The current Committee is made up as follows:
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