Remuneration

We are committed to guaranteeing a remuneration system aimed at supporting and promoting the sustainable development of Italgas, in line with our strategic plan and with international best practices, inspired by principles of merit, equity and sustainability.

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, defined in accordance with the governance model adopted by the company and with the recommendations of the Corporate Governance Code, contributes to the 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;
• the strong link between the remuneration of the company management and the principles of sustainability and the objectives in the Group's Strategic Plan.

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.

TOTAL SHARHOLDERS (% OF VOTERS 2018-2019-2020)

2021 Guidelines

The 2020 Remuneration Policy guideline focused on two convergent tasks: on the one hand to ensure continuity with the system established over the past three years, particularly in view of the broad consensus expressed by shareholders regarding the 2020 Compensation Report, which summarized its contents. On the other hand, an innovative review was carried out of some aspects of the incentive systems with the aim of ensuring an even better reflection of the short and long-term corporate objectives set out in the 2020-2026 Strategic Plan. Italgas believes this meets the expectations of Italgas stakeholders and implements national and international best practices.

The 2021 Remuneration Policy is based on some structured elements:

• CONSISTENCY: through intense internal and external benchmarking to ensure full alignment with the main market and governance practice.

• LISTENING: through constant 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 the link between remuneration and medium to long-term objectives, the connection with the stock, maintaining a constant focus, already initiated in previous years, on the inclusion of the main ESG objectives of Italgas in the incentive plans of Top Management, on which even more importance has been placed, further strengthening the link with the priorities identified in the materiality matrix.

On this innovation line, particularly relevant is the further strengthening of the link between remuneration and sustainability objectives, through the increase of the relative weight as regards the short-term variable remuneration and the confirmation of what was defined in the previous remuneration policy in terms of objectives envisaged for the long-term variable component.

The Appointments and Remuneration Committee has assessed the 2021 remuneration policy guidelines congruent with the applicable market references.

The Italgas management remuneration structure

The existing managerial remuneration architecture is based on three components:

2020 Remuneration

The implementation of the 2020 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 2020 Compensation Policy, as regards market benchmarks, both in terms of overall positioning and pay-mix.

The incentives for 2020 were defined based on the final balance of the results for the year accrued within the Italgas Group and approved by the Italgas Board of Directors upon verification and proposal of the Italgas Appointments and Remuneration Committee.