Remuneration

We are committed to guaranteeing a remuneration system aligned with international best practices, which supports and facilitates our development, is consistent withour strategic plan and is inspired by the principles of merit, impartiality and moderation.

Our remuneration system, under the guidance of the Appointments and Remuneration Committee, recognises the responsibilities assigned and the results achieved, evaluates the quality of the professional contribution, encourages the development of individuals and the management team and complies with the principles of equal opportunity stated in the Code of Ethics and always present in our organisational approach.

The remuneration system is designed to attract, retain and motivate a management team with strong professional qualities, able to successfully manage the company, contributing to the alignment of the shareholders’ and stakeholders’ interests with the actions of management with a view to creating medium/long-term value.

Remuneration Policy

The Remuneration Policy is defined in accordance with the governance model adopted by the company and with the recommendations of the Corporate Governance Code, contributing to achievement of the mission and corporate strategies by:

• promoting activities and conduct in line with the company's culture, while respecting the principles of diversity, equal opportunity, and the development of skills, professionalism, impartiality, non-discrimination and integrity;
• recognising the responsibilities assigned, the achievements and quality of the professional contribution made, while taking account of the reference context and the reference remuneration markets;
• defining incentive systems linked to the achievement of economic/financial, business development and operational and individual objectives, defined in terms of the sustainability of results in the long term, in line with guidelines in the Strategic Plan and the assigned responsibilities.

In addition, the remuneration for the Chief Executive Officer, the General Director of Finance and Services and key managers have a suitable balance between a fair fixed component in line with the powers and/or responsibilities assigned and a variable component defined within maximum limits and aimed at linking remuneration to actual performance.

Lastly, note that in line with international best practices, we have adopted claw-back mechanisms aimed at recovering the variable part of the compensation that is not payable since it was received on the basis of targets achieved as a result of intentional misconduct or gross negligence or on data that have proven to be manifestly incorrect.

2019 Guidelines

The 2019 Compensation Policy continues along the lines of the 2018 policy, which provided for the comprehensive revision of the variable compensation system for the Chief Executive Officer, for the General Manager of Finance and Services, for Managers with Strategic Responsibilities, and for all Managers, based on the objectives for the simplification of the overall architecture of the incentive system (which will comprise of two incentive plans instead of three) and for the further alignment of the performance targets to the shareholders’ expectations.

In particular, the new incentive system introduced the Short Term Monetary Incentive Plan with the deferral of a portion of the accrued bonus.

The Appointments and Remuneration Committee has assessed the 2019 remuneration policy guidelines to be consistent with the applicable market references.

The Italgas management remuneration structure

2018 Remuneration

The implementation of the 2018 Compensation Policy, as verified by the Nominations and Compensation Committee on the occasion of the periodic assessment prescribed by the Code of Corporate Governance, remained in line with the general principles referenced in the resolutions passed by the Board of Directors and it was found to be consistent with the 2018 Compensation Policy, as regards market benchmarks, both in terms of overall positioning and pay-mix.

The incentives disbursed in 2018 were paid out as a result of the final accounting for the 2017 results accrued within the Italgas Group and resolved by the Board of Directors of Italgas upon verification and proposal of the Italgas Nominations and Compensation Committee. The 2017 results have been brought forward in the 2018 Compensation Report