IBERSOL • 2023 Integrated Management Report
CORPORATE GOVERNANCE REPORT The independence of the Committee, together with the permanent monitoring of the benchmark as well as use of external consultancy, is an effective way of avoiding possible conflicts of interest with the members of the governing bodies. With regard to the organization of the Board of Directors, the following characteristics were especially considered by the Remuneration Committee: - the existence of an Executive Committee responsible for the current management of the Company - the possible existence of directors with executive functions who do not belong to the Executive Committee - the possibility of creating new committees, namely specialized committees in which non-executive directors are invited to participate. Taking into account the current organizational model and the aforemen- tioned principles of the remuneration policy, the Remuneration Commit- tee considered the following measures: - To ensure that the remuneration of Directors with executive functions is in line with the best practices in the international market, the importance of maintaining a process of defining objectives and evaluating performance was reinforced, which should be reviewed and/or updated on a regular basis; - Ensuring consistency between the most relevant quantitative perfor- mance indicators defined for the annual assessment of the Company’s Executive Committee and those that are also considered, in accordance with their responsibilities, in the annual performance assessment of the Company’s staff. - The remuneration of non-executive directors will consist of a fixed component that meets the specific responsibilities and availability of such directors. - For the remuneration of executive directors, a remuneration with a fixed and variable component is foreseen, in the following terms: (I) The fixed component of the remuneration corresponds to a fixed annual amount, with payment in instalments, the respective amount being established according to the assigned responsibilities and the comparison with the market for similar functions; 374
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