The Board of Directors vested the Remuneration and Appointments Committee with the following functions and competences: _ consultative and advisory functions vis-àvis the Board of Directors in relation to the definition of the remuneration policies for directors and executive managers with strategic responsibilities and periodic review, in cooperation with Human Resources and Group Organisation, of the congruence of executive activities with the principles defined in the policies, giving reports to the Board of Directors; _ advisory functions vis-à-vis the Board of Directors in relation to the remuneration of directors holding special offices (i.e. Chairman, CEO, directors with special powers and directors appointed to committees); _ submission to the Board of Directors of initiatives undertaken by the Committee in relation to the identification and definition of corporate guidelines relating management retention and incentive schemes; _ advisory functions relating to the implementation of stock option plans approved by the Shareholders’ Meeting; _ providing advice to the Board of Directors regarding its size and composition , the professional whose presence on the Board is deemed appropriate, as well as any limits on the number of other offices that may be taken up by directors; _ advisory functions to the Board of Directors relating to candidates for the position of director in the event of appointment by co-option to replace independent directors.