“Without prejudice to other tasks it may be entrusted by the Board of Directors, and to other powers it may be reserved by these Regulations, the Remuneration Committee shall have the following basic responsibilities:

1. To propose to the Board of Directors the policies on remuneration of the directors and senior executives as well as the regular review and update thereof;
2. To propose to the Board of Directors the system and amount of the annual remuneration of directors, to be submitted to the General Meeting of Shareholders, as well as the individual remuneration of executive directors and the remaining basic terms and conditions of their contracts, including the eventual compensation or indemnities which may be payable in the event of removal, pursuant to the provisions of the Company’s corporate governance system and the remuneration policy for directors approved by the General Meeting of Shareholders;
3. To propose to the Board of Directors the basic terms and conditions of the contracts of senior executives;
4. To verify that the remuneration policy fixed by the Company is observed; and
5. To ensure that no eventual conflict of interest situation would affect the independence of the external advice given to the Committee.”

“With regard to remuneration, remuneration policy for directors and senior officers, the Committee shall have the following main duties:

1. To regularly review the remuneration policy for directors and senior executives, including share based remuneration systems and the application thereof and to ensure that their individual remuneration is proportional to that of the remaining directors and senior executives of the Company.
2. To propose the individual remuneration of executive directors and the remaining terms and conditions of their contracts, to be approved by the Board of Directors, including any eventual compensation or indemnity which may be payable in the event of early removal from office and the amounts to be paid by the Company as insurance premiums or contributions to savings schemes, pursuant to the provisions of the internal regulations of the Company and to the remuneration policy approved by the General Meeting of Shareholders;
3. To prepare and submit to the Board of Directors, for approval, the Annual Report on Remuneration of Directors, and to verify the information on the remuneration of directors and senior executives provided in the corporate documents, the notes to the annual accounts and the interim financial statements of the Company; and
4. To propose to the Board of Directors the cancellation of payment or, if appropriate, the refund of variable items which make up the remuneration of directors based upon results, where such items have been paid on the basis of information later shown clearly to be inaccurate; likewise, to propose the termination of the relation with the releva nt supervisor(s) and the filing of the relevant claims.”