Governance systems and rules are aimed at ensuring the clear, transparent and efficient definition and management of the group’s remuneration and incentive policies.
The main players in the process are:
- the shareholders
- the board of directors
- the appointment and remuneration committee.
Upon the proposal of the board of directors and having heard the opinion of the appointment and remuneration committee, the shareholders determine the maximum total amount, including both fixed fees and payments for meeting attendance, of all board members’ remuneration.
The directors receive fixed fees for their responsibilities as a steering and control body, while financial incentives will be introduced if the company is listed.
There are no share-based incentive plans or early severance package agreements signed in advance.
BOARD OF DIRECTORS
Upon the proposal of the appointment and remuneration committee and having heard the opinion of the statutory auditors, the board of directors determines the fees for directors with specific duties, within the aforementioned amount.
It also defines an incentive plan (MBO), considering proposals by the appointment and remuneration committee and budget constraints. The plan is for:
- executive directors;
- senior management (managing director and SBU managers);
- other key management personnel1;
- Junior managers or managers heading departments or projects.
APPOINTMENT AND REMUNERATION COMMITTEE
The appointment and remuneration committee is entrusted with preliminary and proposal duties for the determination of fees and the remuneration criteria of the parent’s subsidiaries as well, in order to encourage the application of consistent criteria throughout the group.
The appointment and remuneration committee is set up within the board of directors and consists of at least two non-executive and/or independent directors.
The term of the office coincides with that of the board of directors. Early termination of office – for any reasons – entails the immediate lapse of the committee. The board of directors may revoke committee members at any time.
The chairman of the board of statutory auditors attends the committee’s meetings.
No director attends the meetings of the appointment and remuneration committee when the proposals of the board of directors for their remuneration are being formulated.
The Human Resources Manager serves as the committee’s secretary, and the Human Resources Department is responsible for implementing the committee’ proposals once they have been approved by the board of directors.
The board of directors approves the incentive system. Managers and junior managers participate in the short-term merit-based plans provided for by their individual employment contracts. This clause is included in the initial or renewed employment contract depending on the type and breadth of the employee’s or contractor’s responsibilities. ↩