COMPENSATION POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS, FISCAL COMMITTEE, COMMITTEES AND EXECUTIVE BOARD OF ROMI S.A.
1.1. This Compensation Policy aims to determine guidelines to be observed and, consequently, applied to determine the remuneration of the Officers, members of the Board of Directors and Fiscal Committee of Romi S.A. (“Company”), as well as of the advisory committees of this body, statutory or not, considering the responsibility of the position, the time dedicated to their duties, competence and professional reputation and the value of services in the market.
1.2. In addition, this Policy aims to attract and retain professionals with the skills and values required by the Company, motivate them to achieve results and create value for shareholders, providing alignment of the interests of professionals with the long-term interests of the Company.
2.1. This Compensation Policy must be interpreted in conjunction with the Company’s Articles of Incorporation, the Bylaws of the Board of Directors and its Committees, the Novo Mercado Regulation, Law No. 6404/76, and other applicable regulations.
3.1. Compensation of the Board of Directors
3.1.1. The Directors’ compensation shall consist of (a) fixed monthly fee (“Monthly Fee”) and (b) Profit Sharing as provided for in the Company’s Articles of Incorporation. Such compensation shall be defined by resolution of the Board, observing the provisions of the Shareholders Meeting regarding the maximum amount of the global annual fees of the managers, as well as the total annual budget of expenses of the Company.
3.1.2. The definition of the amount must be aligned with the current market practice, with the purpose of compensating the services provided by the Directors in proportion to their duties, responsibilities and time demand, attracting professionals who add value to the Company.
3.2. Fiscal Committee’s Compensation
3.2.1. The Directors’ compensation shall be fixed annually by the Shareholders Meeting that elects them and cannot be less, for each member in office, than ten percent (10%) than, on average, attributed to each Executive Director, not counting benefits, representation and profit-sharing funds.
3.2.2. The expenses of transportation and subsistence of the Fiscal Committee members shall be reimbursed by the Company, in accordance with the legal provisions in force, respected to the Company’s internal Policies, upon presentation of proof of expenses or through a pre-determined amount referring to the average calculation of travel expenses and tolls from the city of residence of the Director to the Company’s headquarters.
3.3. Compensation of Officers
3.3.1. The compensation of Officers is deliberated annually by the Board of Directors, established based on performance, costs, risks involved, and is linked to the Company’s results and medium and long-term goals.
3.3.2. The compensation of Officers has fixed and variable elements, comprising: (a) fees (fixed and approved annually), (b) profit sharing, (c) private pension (defined contribution), and (d) medical assistance (part paid by the Company), as described below:
(i) Fixed Compensation: portrays the reflection and acknowledgment of the value of the position internally and externally, as well as the individual performance, experience, training and knowledge of the executive.
(ii) Benefits: it is a package of benefits compatible with market practices and aimed at helping executives and their dependents to be safe on fundamental issues, such as Medical-Hospital Assistance and Private Pension.
(iii) Profit-Sharing: it is a variable annual installment for profit sharing of the Company and defined in terms of the Articles of Incorporation, provided for in the strategic planning and in the annual budget approved by the Board of Directors. The payment of this variable installment, in addition to ensuring competitiveness with the market, is a way of acknowledging the executive’s participation in the Company’s performance.
3.3.3. The compensation review shall take place through periodic market research, coordinated by the Human Resources Committee.
3.4. Compensation of Committees
3.4.1. The Board of Directors deliberates and annually approves the compensation of the members of the constituted Committees.
3.4.2. Committee members who are employees or Officers of the Company will not be entitled to compensation.
3.4.3. The compensation shall be set according to the Company’s total annual expense budget and provided by the Shareholders Meeting as to the maximum amount of global annual fees for managers, as well as the Company’s total annual expense budget.
4. APPROVAL, TERM OF EFFECTIVENESS AND AMENDMENTS
4.1. This Policy was approved by the Company’s Board of Directors at the meeting held on December 10, 2019, and shall come into force on March 2, 2020, for an indefinite period, until there is a resolution to the contrary, which can be found on the company’s website: https://www.romi.com.
4.2. In case of doubts about the application or interpretation of this Policy, the Legal and Compliance Department should be consulted.
4.3. Updates to this Policy, when necessary, shall be previously evaluated by the Audit Committee and submitted to the Board of Directors for deliberation.