Remuneration

We are committed to ensuring a remuneration policy compliant with national and international best practices, which supports and encourages our development, is consistent with our Strategic Plan and responds to the values and culture of the company.

Our Remuneration Policy has a strong link with the Strategic Plan and represents an element of fundamental importance to ensure the pursuit of the strategic objectives of business sustainability and value creation in the medium to long term. Consistent for the generality of the corporate population and developed taking into consideration the feedback from shareholders and investors, it is also designed to ensure complete alignment of the risk profile between the Group and Management.

Remuneration Policy

The Italgas Remuneration Policy, assessed and approved by the Board of Directors on the proposal of the Nomination and Remuneration Committee and defined in accordance with the governance model adopted by the company and with the recommendations of the Corporate Governance Code, is aimed at:

Promote sustainable success

Through the pursuit of the objectives of the Strategic Plan and the improvement of long-term financial and non-financial results.

Pursue the creation of value

For the various corporate stakeholders: employees, shareholders, local communities, suppliers.

Attract, retain and motivate

Through the recognition of the responsibilities assigned, the results achieved and the quality of the profuse professional contribution.

Promote the commitment of key resources

Through the definition of incentive systems connected to the achievement of economic-financial, business development, sustainability, operational and individual objectives.

Stimulate actions and behaviors

Responding to the values and culture of the company, in compliance with the principles of meritocracy, inclusion and plurality, equal opportunities, enhancement of people’s knowledge and professionalism, fairness, non-discrimination and integrity provided for by the Code of Ethics.

The remuneration of the Chief Executive Officer and Executives with Strategic Responsibilities is suitably balanced between a fixed component in line with the powers and responsibilities assigned and a variable component defined within maximum limits and aimed at linking remuneration to actual performance.

 

Moreover, in line with international best practices, there are “claw-back” mechanisms have been established 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.
The Remuneration Policy was approved by the Shareholders’ Meeting with a favourable vote again above 94% in the last 5 years. Details of the results for the last 3-years period.

 

2022 Guidelines

The 2022 Remuneration Policy was defined in consideration of specific remuneration benchmarks and the best practices of the national and international market.

It is based on some key principles:

Consistency

Through intense internal and external benchmarking to ensure full alignment with the main market and governance practice.

Listening

Through constant and deep dialogue with all internal and external stakeholders in order to ensure full consistency between the Remuneration Policy and the key drivers of the Strategic Plan and the creation of value for shareholders.

Sustainability and inclusion

Ensuring, in addition to the connection of remuneration to medium and long-term objectives and the link with the stock title, constant and increasing attention, already initiated in recent years, to all ESG issues, for example through the inclusion of the main ESG objectives in incentive plans aimed at Top Management, ensuring strong alignment with the materiality matrix and with the Italgas sustainability strategy.

The strong link between remuneration and sustainability objectives is therefore consolidated, by the alignment of the weight of the sustainability objectives to that of the main economic-financial metrics as regards short-term variable remuneration and the confirmation of what was defined in the previous remuneration policy in terms of the objectives set for the long-term variable component.

What our policy envisages

  • Remuneration policy and variable incentive plans closely linked to the Strategic Plan and Sustainability Plan, with predetermined, measurable and consistent objectives with the interests of the various stakeholders.
  • Objectives that entail an assessment of corporate performance both in absolute and relative terms.
  • Consistency of comprehensive remuneration with respect to the market references subject to annual assessment to make sure of being constantly in line with best practices.
  • Balanced pay mix, aimed at aligning remuneration with performance effectively achieved, with a significant incidence of the medium/long-term variable components (including with equity instruments) for the Top Management.
  • Adequate vesting and deferral periods of incentives over a time frame of at least three years.
  • Adoption of claw-back mechanisms in the event of error, negligence and gross intentional violation of laws and/or regulations.
  • Structured engagement plans to obtain shareholders’ expectations and feedback.
  • Remuneration policy strongly oriented towards meritocracy and defined in compliance with the principles of plurality, equal opportunities, enhancement of people’s knowledge and professionalism, fairness, non-discrimination and integrity.

Remuneration Structure for Italgas’ Management Team

The architecture for managerial remuneration in place is based on three components:

Fixed remuneration

 

Remunerates for the role held, in order to ensure attractiveness and motivation. It is defined in accordance with the complexity and responsibilities that the role manages, in order to guarantee internal equity, and is monitored with respect to the external market, to guarantee the right level of competitiveness.

Short-term incentive

 

This defines a clear and predetermined tie between remuneration and annual performance. The value depends on the level of attainment of economic-financial and sustainability targets set by the Board of Directors:

2022 objectives for the Chief Executive Officer

Profitability (EBITDA)

30%

Investment (spending)

25%

Net Financial Position

20%

Sustainability

  • Accident frequency index
  • Gas Leakage Rate
  • Energy intensity
  • Diversity and inclusion

25%

The results of the individual objectives are measured on a performance scale (minimum, target and maximum) associated with a score ranging from 70% (against the minimum performance) to 130% (against the maximum performance). In the event of an overall score of less than 85%, no incentives will be paid (so-called performance gate).

65% is paid up-front in monetary form (Short-Term Incentive – IBT), while the remaining 35% is deferred for 3 years and transformed into Italgas shares (Co-investment Plan).

Long-term incentive

 

Co-investment plan

Assures consistency between the annual and multi-annual performance, favouring active involvement of the management in the company risk capital and significant alignment with shareholders’ interests.

The actual allocation of the shares is subject to a performance condition represented by the cumulative EBITDA of the three-year reference period, according to the budget and Strategic Plan values, measured on a performance scale equal to 70 points against the minimum performance, 130 points against the target performance and 170 points against the maximum performance. Depending on the level of performance achieved, a matching is also envisaged by the company, which consists of a predefined number of shares in addition to those initially assigned. If the minimum target is not achieved, no share shall be allocated, also deleting the deferred portion of STI.

Long-Term Monetary Incentive Plan (IMLT)

Prepared for managerial roles with the greatest impact on results, it favors the alignment of individual objectives with those of stakeholders, also performing a retention function.

The plan provides the annual allocation of a monetary amount equal to a predefined percentage of the fixed remuneration and the disbursement of the incentive after three years (vesting period) in a percentage between 0 and 130% and to an extent connected to the weighted variation of the following parameters

2022 Objectives of the Long-Term monetary incentive plan (2022 assignment)
Consolidated net profit

55%

Relative Total Shareholder Return

30%

Sustainability

  • Inclusion in sustainability indices and ratings
  • Reduction of emissions

15%

Our remuneration Policy does not provide for Stock Options.

2021 Remuneration

The 2021 Compensation Policy, as verified by the Appointments and Compensation Committee during the periodic assessment required by the Corporate Governance Code, was implemented in accordance with the general principles referred to in the resolutions passed by the Board of Directors and was consistent with the 2021 Remuneration Policy, both in the market references found and in terms of overall positioning and pay mix.

The incentives pertaining to 2021 were defined on the basis of the final statement of results for the year, as accrued within the Italgas Group and approved by the Board of Directors following the verification carried out and proposal made by the Appointments and Compensation Committee of Italgas.

Compensation paid to Directors, Statutory auditors and Executives with Strategic Responsibility

1. ALBERTO DELL’ACQUA – CHAIRMAN OF THE BOARD OF DIRECTORS
a. The amount includes the fixed annual compensation for the duties assigned by the Board of Directors’ meeting of 23 September 2019 and includes the compensation of 50,000 euros established by the Shareholders’ Meeting of 4 April 2019 for the office of Director.

2. PAOLO GALLO – CHIEF EXECUTIVE OFFICER
a. The amount of 813,177 euros includes: | the G.A.C. of 810,000 euros approved by the Board of Directors at the meeting held on 23 September 2019, which includes the compensation of 50,000 euros established by the Shareholders’ Meeting of 4 April 2019 for the office of Director; | the allowances due for national and international travel undertaken, in accordance with the national collective labour agreement for the relevant Executives and supplementary company agreements (in the total amount of 3,177 euros).
b. The amount relates to 472,165 euros of the 2021 annual monetary incentive to be paid during 2022 and to 632,290 euros relating to the Long-Term Monetary Incentive assigned in 2019 and to be paid with the salary of October 2022. In addition, in 2021 the following incentives pertaining to 2020 were paid: 462,899 euros relating to the 2020 annual monetary incentive; 493,660.50 euros relating to the LongTerm Monetary Incentive assigned in 2018 and paid in October 2021.
c. The amount corresponds to the value of the fringe benefits assigned, on an accrual and taxability basis.
d. The amount relates to the gross-up value of the Chief Executive Officer’s car.
e. The amount corresponds to the fair value on the date on which compensation pertaining to the financial year was allocated with respect to the incentive plans based on financial instruments, estimated according to international accounting standards.

3. ANDREA MASCETTI – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros).
b. The amount includes the fixed annual compensation for participation, as Chairman, in the Appointments and Compensation Committee (40,000 euros).

4. GIANDOMENICO MAGLIANO – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros).
b. The amount includes the fixed annual compensation for participation, as Chairman, in the Sustainability Committee (30,000 euros) and for participation, as a Member, in the Control, Risk and Related Party Transactions Committee (20,000 euros).

5. VERONICA VECCHI – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros).
b. The amount includes the fixed annual compensation for participation, as Member, in the Sustainability Committee (20,000 euros).

6. SILVIA STEFINI – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros).
b. The amount includes the fixed annual compensation for participation, as Member, in the Appointments and Compensation Committee (20,000 euros) and participation, as Member, in the Control, Risk and Related Party Transactions Committee (20,000 euros).

7. MAURIZIO DAINELLI – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros). The compensation is paid to the company to which he belongs (Cassa Depositi e Prestiti S.p.A.).
b. The amount includes the fixed annual compensation for participation, as Member, in the Appointments and Compensation Committee (20,000 euros). The compensation is paid to the company to which he belongs (Cassa Depositi e Prestiti S.p.A.).

8. YUNPENG HE – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros).
b. The amount includes the fixed annual compensation for participation, as Member, in the Sustainability Committee (20,000 euros).

9. PAOLA ANNAMARIA PETRONE – DIRECTOR
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting on 4 April 2019 for the office of Director (50,000 euros).
b. The amount includes the fixed annual compensation for participation, as Chairman, in the Control, Risk and Related Party Transactions Committee (45,000 euros).

10. PIER LUIGI PACE – CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting of 4 April 2019 for participation, as Chairman, in the Board of Statutory Auditors (70,000 euros).

11. MARILENA CEDERNA – BOARD OF STATUTORY AUDITORS
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting of 4 April 2019 for participation, as a Standing Auditor, in the Board of Statutory Auditors (45,000 euros).

12. MAURIZIO DI MARCOTULLIO – BOARD OF STATUTORY AUDITORS
a. The amount includes the annual fixed compensation established by the Shareholders’ Meeting of 4 April 2019 for participation, as a Standing Auditor, in the Board of Statutory Auditors (45,000 euros).

13. ANTONIO PACCIORETTI – GENERAL MANAGER OF FINANCE AND SERVICES
a.
The amount of 184,572.56 euros includes: : | the RAL of 168,472.96 euros, pro rata temporis until the date of termination of employment; | the allowances due for national and international travel undertaken, in accordance with the national collective labour agreement for the relevant Executives and supplementary company agreements (in the total amount of 255 euros).
b. The General Manager of Finance and Services, with the employment contract termination agreement, waived all rights relating to the 2021 Short-Term Incentive and existing assignments regarding the 2017-2019 and 2020-2022 Long-Term Monetary Incentive Plans. It is also specified that in 2021, in accordance with the cash principle, the bonus relating to the upfront Short-Term Incentive of 189,958.40 euros, pertaining to FY 2020, was paid.
c. The amount corresponds to the value of the fringe benefits assigned, on an accrual and taxability basis.
d. The General Manager of Finance and Services, with the employment contract termination agreement, waived all rights relating to existing assignments regarding the 2018-2020 and 2021-2023 Co-investment Plans.
e. The amount includes the payment for the redundancy incentive and the novation settlement.

EXECUTIVES WITH STRATEGIC RESPONSIBILITIES
a. The amount of 2,396,594.02 euros corresponds to the Gross Annual Compensation (G.A.C.) and the allowances for national and international travel undertaken, in accordance with the national collective labour agreement for the relevant Executives and supplementary company agreements, totalling 226,300 euros.
b. The amount of 1,621,917 euros includes: | the gross aggregate value of the 2021 annual monetary incentive to be paid during 2022, amounting to 919,295.24 euros; | the gross aggregate value of the Long-Term Monetary Incentive awarded in 2019 and to be paid with the salary of October 2022, amounting to 548,419 euros; | the monetary value of the rights relating to the 2018- 2020 Co-investment Plan paid to two Executives with Strategic Responsibilities appointed as Independent Operators / Compliance Managers, equal to 154,202.69 euros. In addition, in 2021 the following incentives pertaining to 2020 were paid: 548,166.29 euros relating to the 2020 annual monetary incentive; 341,845.50 euros relating to the Long-Term Monetary Incentive assigned in 2018 and paid in October 2021.
c. The amount corresponds to the value of the fringe benefits assigned, on an accrual and taxability basis.
d. The amount corresponds to the fair value on the date on which compensation pertaining to the financial year was allocated with respect to the incentive plans based on financial instruments, estimated according to international accounting standards.

Last update: