Sanlorenzo Remuneration Committee Regulation.pdf

Sanlorenzo S.p.A. regulates its Remuneration Committee as follows: The Committee consists of three non-executive directors, at least two of whom must meet independence requirements under Italian Legislative Decree no. 58 and the Corporate Governance Code. The chairperson must be independent. At least one member possesses relevant financial or remuneration expertise. Committee members serve for the duration of their board terms, automatically terminating if removed from the board. The Board appoints the Committee, sets its budget, and determines participation fees. The Committee supports the Board in developing director and strategic manager remuneration policies, setting performance targets for variable compensation, monitoring policy implementation, assessing policy adequacy, reviewing annual remuneration reports, and evaluating share-based compensation plans. It also proposes cash incentives for strategic managers. Meetings occur at least annually or upon written request from the Board chair, statutory auditors, or two members. The Committee may appoint a permanent secretary or temporary one per meeting. Statutory auditors and relevant directors may attend meetings. The Committee reports to the Board and shareholders on its functioning, with the chair or designated member participating in annual shareholder meetings.