Corporate bodies expiring and candidate selection process

In the search, selection and appointment of members of the corporate bodies of directly and indirectly owned companies, CDP adheres to specific principles, namely:

• prior planning of activities;
• use of transparent procedures;
• reference to market best market practices, taking into account the peculiarities of CDP.

For optimal planning of activities, CDP publishes on its website:

• by no later than January of each year
  (i) the list of companies directly and indirectly controlled by CDP (with the exception of companies controlled by listed companies and those controlled by companies not subject to guidance and coordination) with bodies expiring during the year, and updates it if, during the year, changes occur;
  (ii) the link to the software to which any candidates can send their applications for the positions referred to in the previous point, together with their curriculum vitae, in order to expand the search activities;
• by no later than February of each year, the deadline for the submission of applications for each company in question.

The search and selection of candidates and verification that they meet the requirements for the position are carried out by CDP with the support of leading executive search companies.

The search and selection process of members of corporate bodies takes into account specific criteria, namely:

(i) prior verification for each candidate of the eligibility requirements provided for in the reference legislation for the specific company (including the requirements of professionalism, gender requirements, absence of grounds for incompatibility and conflicts of interest, compliance with the limits of accumulation of offices, etc.);
(ii) the qualitative and aptitude assessment of each potential candidate, also taking into account the candidates' possession of proven and qualified professional skills, as well as a number of positions compatible with the effective performance of the office, in relation to the size, complexity and specificity of the portfolio company in question and the business sector in which it operates;
(iii) balanced combination of gender, skills and professionalism, aimed at the appropriate overall composition of the body;
(iv) operating performance of the portfolio company in question, also in a Group perspective;
(v) the enhancement of the internal skills of the Group's employees - identified in compliance with the criteria indicated - for the assumption of the office of director, also in a Group logic. If appointed, CDP employees pay to CDP any remuneration recognized by the shareholders' meeting for the office of director pursuant to art. 2389, paragraph 1, of the civil code.

Each application is assessed both in relation to the characteristics of the individual candidate and in the broader perspective of the overall composition of the body, in consideration of the complexity and peculiarity of the portfolio company in question and the business sector in which it operates.

Within the scope of this process, the Appointments Committee:

(i) examines the need for renewal of the corporate bodies of portfolio companies on an annual basis;
(ii) verifies compliance with the principles, process and criteria concerning the search and selection of the members of said bodies;
(iii) expresses its prior and mandatory but non-binding opinion on the proposals for appointments made by the Chief Executive Officer before they are submitted to the Board of Directors;
(iv) reports to the Board of Directors on its activities.