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Compensation

CIR’ compensation policies are aimed at guaranteeing competitiveness in the labour market in line with the objectives of growth and rewarding the loyalty of human resources, as well as using different instruments of compensation for different types of professionalism, competences and roles in the company. The guidelines of the policy are established according to criteria that can attract, retain and motivate persons with adequate professional qualities to manage the group effectively.

The company ensures that compensation is aligned with market benchmarks, applying bonus compensation criteria and parameters in particular situations of merit. It was not necessary to draw up agreements allowing the company to obtain repayment of variable items of compensation because the assignment of the same through financial instruments is linked to a combination of two elements: the passage of time and the appreciation of the stock in the market, both of which are established upfront and are measurable. The compensation (as per Art. 2389 of the Civil Code) assigned to the Chairman and to the Chief Executive Officer and General Manager (as an Executive Director), and to the non-executive Directors for being on one or more committees, is established every year as a fixed amount on the basis of the commitment required of each of them. The compensation package of the General Manager and of the Executives with strategic responsibilities is made up partly of cash and partly of financial instruments.

The part in cash does not exclude variable items, although CIR, as a holding company, operates both in mature sectors with relatively constant cash flows and in sectors with higher growth potential and in very different kinds of businesses, for which it is particularly difficult to identify specific performance parameters. The compensation plans based on the shares of the company are approved by the Shareholders’ Meeting and take into account the indications given in Art. 6 of the Code of Conduct, with a view to the pursuit of the top-priority objective of creating value for the Shareholders in the medium-long term.

The following pages show information about the compensation and incentive plans awarded to directors, statutory auditors and managers of CIR.