After the issuing of an opinion by the Appointments, Remuneration & Governance Committee, the Board of Directors submits for approval to the Shareholders’ Meeting an annual fixed sum to be allocated to the Directors based on the distribution approved by the Board. The Board, meeting on 13 February 2020, decided to submit to the Shareholders’ Meeting scheduled for 7 May 2020 an annual budget of €440,000 for the 2020 fiscal year.

The terms and conditions for the distribution of this annual budget, applicable since the 2011 fiscal year, were re-examined and confirmed by the Board of Directors on 13 February 2020. The total budget is distributed between a fixed portion and a variable portion, each representing half of the budget, distributed as follows:

• the fixed portion is shared equally among the Directors in question; 50% of the fixed annual portion is paid during the fiscal year it is allocated and the remaining 50% at the beginning of the following fiscal year;
• the distribution of the variable portion among the Directors is established through the application of a specific coefficient depending on the type of meetings (Board or Committee) and depending on the particular positions held by each Director (Committee member or Chairman): a coefficient of 2 for the presence of a Director at a meeting of the Board of Directors, a coefficient of 1 for the presence of a Director as a member at a Committee meeting and a coefficient of 2 for chairmanship of a Committee. The variable portion is divided by the total of the coefficients for the fiscal year in order to set the unit value of the coefficient; the variable portion for a fiscal year is fully paid at the start of the following fiscal year.

4.6.2 Stock options – Bonus shares

The Company has not implemented any stock options plans and the corporate officers receive no allocation of bonus shares⁽¹⁾.

(1) With the exception of any Directors elected by the employees who may benefit from the systems implemented by the Company for the benefit of all its employees.