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
Fixed compensation remunerates in accordance with the role, to assure attractiveness and motivation. It is defined consistently with the complexity and the responsibility the role manages, to assure an equitable treatment and it is monitored with respect to the external market, to assure the right level of competitiveness.
The Short Term Incentive (STI) defines a clear and predetermined tie between compensation and annual performance. The value of the STI depends on the level of attainment of economic-financial and sustainability targets set by the Board of Directors:
2018/2019 Targets |
|
Net financial position |
30% |
Investments |
30% |
Profitability |
20% |
Sustainability |
20% |
The results are measured on a scale of 70/130 points with a minimum threshold set to 85 points.
65% of the STI is paid out annualy, while 35% of the Short Term Incentive is co-invested and transformed into shares (Co-Investment Plan).
The Co-investment assures consistency between the annual and multiannual performance, favouring the active involvement of the management in the risk capital. At the end of the three-year interval, the number of shares allocated to the Beneficiary depends on the level of achievement of the three-year cumulated EBITDA target, evaluated on a linear scale 70-170, with target at 130. If the minimum target is not achieved, no share shall be allocated and the deferred portion of STI will be reduced to zero. Claw-back clauses are provided.
The long-term variable component is characterised by deferral of the incentive with a view to ensuring sustainability in the creation of value for shareholders in the medium to long-term period and it consists, together with the Co-investment Plan.
The LTMI plan is provided for managers who have a greater impact on the corporate results and it provides for the annual allocation of an amount equal to 65% of the fixed compensation, and payment of the incentive after three years (vesting period), as a percentage ranging from 0 to 130% based on the weighted change in the parameters of Consolidated Net Profit (60%) and Total Shareholder Return (40%).
- Performance, in terms of Consolidated Net Profit, is calculated with reference to the budget amounts, measured on a scale of:
- 130% if the result obtained is equal to or greater than the budget +5%;
- 100% if it is equal to the budget;
- 70% if it is equal to the budget -5%;
- 0% if it is less than the budget -5%.
- Performance in terms of Total Shareholder Return is calculated depending on the positioning of Italgas in the panel comprising a peer group made up of the following companies listed on Euro-zone markets (also relevant for the purposes of the P4P method) belonging to the EURO STOXX TMI utilities index: Snam, Terna, A2A (Italy); Red Eléctrica and Enagas (Spain); Elia System Operator (Belgium).
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
Name and Surname | Notes | Office | Period office was held | Expiration of office | Fixed compensation |
Compensation for participating in Committees |
Board of Directors | ||||||
Lorenzo Bini Smaghi |
(1) | Chairman | 01.01 - 31.12 | 04.19 | 238,000 (a) | |
Paolo Gallo |
(2) | CEO | 01.01 - 31.12 | 04.19 | 732700 (a) | |
Nicola Bedin |
(3) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 40,000 (b) |
Federica Lolli |
(4) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 40,000 (b) |
Maurizio Dainelli |
(5) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 20,000 (b) |
Cinzia Farisè |
(6) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 40,000 (b) |
Yunpeng He |
(7) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 15,000 (b) |
Paolo Mosa |
(8) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 15,000 (b) |
Paola Annamaria Petrone |
(9) | Director | 01.01 - 31.12 | 04.19 | 40,000 (a) | 45,000 (b) |
Board of Statutory Auditors |
||||||
Gian Piero Balducci | (10) | Chairman |
01.01 - 31.12 |
04.19 |
60,000 (a) | |
Giandomenico Genta | (11) | Standing Auditor | 01.01 - 31.12 | 04.19 | 40,000 (a) | |
Laura Zanetti | (12) | Standing Auditor | 01.01 - 31.12 | 04.19 | 40,000 (a) | |
Managers with strategic responsibilities (13) | ||||||
Senior Vice President of Legal, Corporate and Compliance Affairs; Senior Vice President of Commercial Development; Senior Vice President of Human Resources & Organisation; Head of External Relations and Communication; Head of Institutional Relations and Regulatory Affairs; Head of Procurement and Material Management; Chief Executive Officer of Italgas Reti | (13) | 1,736,692 (a) | ||||
Grand Total | 3,127,392 | 215,000 |
ultimo aggiornamento 23 September 2019 09:36 UTC