Contributed By CMS Adonnino Ascoli & Cavasola Scamoni
As a general rule, the directors must be compensated for their office as directors. They can expressly or tacitly waive such right.
The remuneration payable to the directors can be fixed or variable (depending for example on the profit of the company) or mixed (partially fixed and partially variable). In addition, the directors must be reimbursed of the costs borne during the performance of their office.
The rules applicable to the remuneration, fees and benefits payable to officers are subject to HR regulation.
Specific rules are envisaged by the TUF concerning for instance stock option plans as well as the obligation for the company to disclose a report on the remuneration of the directors, pursuant to Article 123-ter TUF.
In this regard, the Corporate Governance Code issued by the Italian Stock Exchange states that the board of directors shall appoint a remuneration committee composed of (at least a majority of) independent directors, which shall periodically assess the adequacy of the policies for the remuneration of directors and statutory auditors and submit proposals and opinions to the board of directors.