Page 15 - enav_27052016

Report on operations

Directors’ Remuneration
In accordance with the Remuneration Committee proposal and the opinion of the
Board of Statutory Auditors, pursuant to Paragraph 3 of Article 2389 of the Italian
Civil Code, the Board of Directors defines the Chairman and the Chief Executive
Officer remuneration, taking into account the applicable regulation as well as the
comparable companies, in terms of size and complexity.
The remuneration of the Chairman of the Board and the Chief Executive Officer is
currently articulated in a fixed amount within the maximum limits provided by the
applicable regulations. On 27 November 2015 the Board of Directors requested the
Remuneration Committee to formulate a remuneration proposal for Directors with
delegated powers as per Paragraph 3 of Article 2389 of the Italian Civil Code.
The remuneration the Chief Executive Officer and the Director General of ENAV are
entitled to receive for their participation as members of the Board of Directors of the
subsidiary Techno Sky S.r.l. is entirely transferred to ENAV.
The appointment of ENAV Director General, an ENAV manager and a Techno Sky
manager to serve as members of the management committee of Consortium Sicta
is unpaid.
The remuneration of ENAV Asia Pacific Sdn.Bhd, Chief Executive Officer - who is
ENAV Business Development manager - is entitled to receive is entirely transferred
to the controlling company ENAV.
Lastly, pursuant to the articles of association, it is prohibited to pay any attendance
charges to Directors sitting on the Board of Directors and members of the Board
of Statutory Auditors and a limit has been set for the remuneration of members of
advisory committees within the Board.
With reference to the 2014–2016 three year period: i) the remuneration for the office
of Chairman of the Board and for Directors was established by the Shareholders’
Meeting of the 19 September 2014; ii) the emoluments to be paid to the Chief
Executive Officer and the Chairman of the Board of Directors were established,
due to the powers conferred upon them, in the Board meetings of 20 July 2015
(effective date 7 July 2015) and 30 September 2015 (effective date 20 July 2015).
In consideration of the additional duties of the Chief Executive Officer and the
Chairman of the Board for their involvement in the IPO currently in progress as
of the date of approval of the Financial Statements and in view of the regulations
applicable in determining the remuneration to be paid to Directors with delegated
powers after the Bond issued in 2015, the definition of the emoluments to be paid
pursuant to Paragraph 3 of Article 2389 of the Italian Civil Code are under review by
the Remuneration Committee.
The remuneration paid to the Director employed by the Ministry of Infrastructure
and Transport - appointed Chairman of the Board from 19 September 2014 to 30
June 2015, and currently acting as non-executive Director since 30 June are paid
back to the related public administration.

14 ENAV - Annual financial report 2015