Composition

The Nomination and Compensation Committee is made up of three directors all of whom are independent and non-executive. The decision to merge the functions of the Nomination Committee with those attributed to the Compensation Committee was made for reasons regarding the organisation and internal efficiency within the Board as well as in consideration of the similarity of the skills required to be a member of the pre-existing remuneration committee and those required by the nomination committee as established by the Corporate Governance Code of Borsa Italiana.

The current Committee is made up as follows:

• Mirella Pellegrini (Chairman)
• Simonetta Ciocchi
• Daniela Delfrate

The Committee in office until 18 April 2024 was made up by Timothy Guy Michele Santini (as Chairman), Silvia Benzi and Rossella Schiavini.

Functions and meetings

The Committee is responsible for the following functions:

• a propositional and advisory role regarding the definition of the ideal composition of the Board of Directors, the choice of IGD’s prominent figures and the identification of strategically important nominations with regard to directors, statutory auditors and top management of its subsidiaries, in order to guarantee a suitable level of independence of directors with regard to management;
• investigatory, propositional and advisory functions on the matter of remuneration, helping to ensure that the compensation of its directors and top management with strategic responsibilities and the directors of its subsidiaries, whilst inspired by the principles of moderation, is, however, determined to such an extent and form that the remuneration of the activity carried out is adequate enough to retain and motivate those individuals that possess the professional skills and abilities required to manage IGD successfully;
• present candidates for the position of Director to the Board of Directors in the event of co-option, where independent directors need to be replaced;
• express its opinion to the Board of Directors with regard to the periodic self-assessment and to the ideal size and composition of the same and make recommendations with regard to professional figures whose presence within the Board of Directors could be appropriate in order to ensure optimal collective efficiency as well as with regard to the maximum number of director and statutory auditor roles and any exemptions to the non-competition obligation;
• periodically assess the adequacy, the overall consistency and the proper application of the general policy for remuneration, using, as far as members of the top management with strategic responsibilities are concerned, information provided by the Chief Executive Officer;
• express its opinion on the choice of Management Body type (monocratic or collective), on the number of members and on the names to be put forward to the competent bodies responsible for the relevant resolutions regarding the office of Director and Statutory Auditor, as well as the office of Chairman, Vice-Chairman and the Managing Director (and/or Chief Executive Director) of subsidiaries and affiliates.

In 2023 the Nomination and Compensation Committee previously in office met 4 times and the average attendance was equal to 100% for all the members. The average duration of meetings in 2023 was 46 minutes.