Compensation of the Board of Directors
The CNC reviews and proposes to the Board of Directors the resolution
to be submitted to the Ordinary Annual Shareholders' Meeting for the maximum total compensation of the Board of Directors. The
CNC will also request approval by the Board of Directors of the individual compensation packages to be paid to members of the Board
The compensation for members of the Board typically consists
|•||Annual cash compensation
Both components do not depend on the achievement of corporate
goals or the individual performance of a Board member. Additionally, the Company pays the employer’s social security contributions
due on these amounts. Board members do not receive any variable compensation.
Compensation of the Executive Committee
The CNC evaluates annually the performance of the CEO and the
Executive Committee and submits such evaluation for review and discussion by the Board of Directors, in each case in executive
session without the presence of the CEO or the Executive Committee.
Subject to and within the bounds of the maximum compensation
approved by the Ordinary Annual Shareholders' Meeting, the CNC reviews and recommends for approval by the Board of Directors the
annual base salary, incentive compensation (bonus) and equity compensation of the CEO, and in consultation with the CEO, of the
Executive Committee, and the overall compensation of the CEO and the Executive Committee. The CNC also requests approval by the
Board of Directors regarding the determination of the compensation-related targets for the Executive Committee and requests approval
by the Board of Directors of the individual compensation packages to be paid to members of the Executive Committee.
Elements of Compensation for 2016
Base salaries are highly competitive in order to attract, motivate,
and retain persons with the necessary skills and character. The salary level is based on the scope of the position and market conditions
and the individual’s profile in terms of experience and skills. The fixed compensation for the EM members includes base salary,
social security contributions and payments to the pension fund by the Company. Base salaries are reviewed annually by the CNC,
taking into account individual performance and the results of the external benchmarking.
Incentive Plan (Bonus)
The CNC proposes to the Board of Directors an incentive compensation
plan providing for variable compensation of the members of the Executive Committee based on the achievement of the Company’s
corporate goals and in relation to the Executive Committee based on the individuals’ performance, and approve any changes
to such plan as may be proposed by the CEO from time to