Annual Report Remuneration 2017

5 c) An attendance allowance of €2,000 for each meeting of the Audit and Control Committee, without fixed remuneration. d) An attendance allowance of €2,000 for each meeting of the Appointments and Remuneration Committee, without fixed remuneration. In 2017, the following number of meetings were held: Board of Directors: ten, Executive Committee: eleven, Audit and Control Committee: five and Appointments and Remuneration Committee: four. The Executive Chairman receives a specific fixed remuneration, which adds to the fixed remuneration received as member of the Board of Directors and the Executive Committee and the allowances paid for the attendance to the meetings of the Executive Committee and the Board of Directors. The Deputy Chairman ceased to be an executive director in July 2017, and since then, he has been included in the category “other external directors”. This change entailed an adjustment of his remuneration since, as he is no longer an “executive” officer, he cannot be included among the beneficiaries of the ordinary variable remuneration. His current remuneration comprises the following items: a fixed remuneration for the discharge of his functions as Deputy Chairman; a fixed remuneration as director and member of the Executive Committee; allowances paid for the attendance to the meetings of the Executive Committee and the Board of Directors; and a fixed remuneration as external advisor. The CEO receives a single payment, different from the remaining directors, with a fixed part and a variable component, which includes benefits not paid in cash (health and life insurance), as indicated in sections A.10 and D.1 of this report. He does not receive specific remuneration as director, or fees for attendance at meetings of the Board of Directors and the Executive Committee. The Executive Chairman and the CEO form part of the group of beneficiaries of the long-term Variable Remuneration Plan through the delivery of own shares. A.4. Explain the amount, nature and main characteristics of the variable components of the remuneration systems. In particular:  Identify each of the remuneration plans of which the directors are beneficiaries, their scope, their approval date, implementation date, period in force and their main characteristics. In the case of share options and other financial instruments, the general characteristics of the plan will include information on the conditions to exercise such options or financial instruments for each plan.  Indicate any remuneration for participation in profits or premiums, and the reason for which it is granted.  Explain the fundamental parameters and bases of any annual premium system (bonus).  The types of directors (executive directors, significant-shareholder appointed non-executive directors, independent non-executive directors or other non-executive directors) who are beneficiaries of remuneration systems or plans that include variable remuneration.  The bases of these variable remuneration systems or plans, the performance assessment criteria chosen, and the assessment methods and components to determine whether such assessment criteria have been met or otherwise, and an estimate of the absolute amount of the variable remuneration arising from the remuneration plan in force, based on the degree of compliance with the assumptions or objectives taken as reference.  Where appropriate, information will be provided on the payment deferral or deferral periods stipulated and/or the withholding periods for shares or other financial instruments, if any. The possible beneficiaries of variable remuneration in cash are exclusively the executive directors, i.e.: (i) those who perform management duties at the Company or its Group, whatever the legal relationship held; and (ii) those who perform management functions and, at the same time, are, or represent, a significant shareholder, or those who are represented on the Board of Directors.