We are committed to ensuring that the remuneration system is aligned with international best practices, that it supports and facilitates our development, is consistent with our strategic plan and inspired by the principles of merit, fairness and sustainability.
Our remuneration system recognises the responsibilities assigned and the results achieved, enhances the quality of the professional contribution, and encourages the merit and development of people and the management team, observing the principles of equal opportunities established in the Code of Ethics which have always been part of our organisational culture.
The remuneration policy aims to attract, retain and motivate talented people with high professional qualities, capable of successfully achieving the company objectives, contributing to align managerial action with the interests of stakeholders and shareholders with a view to creating value in the medium to long-term.
The remuneration policy, assessed and approved by the Appointments and Compensation Committee and defined in keeping with the governance model adopted by the company and with the recommendations of the New Corporate Governance Code, contributes to implementation of the company strategy and achievement of the main objectives of the Group through:
Promotion of actions and conduct
The promotion of actions and conduct that respect the values and culture of the company, in compliance with the principles of plurality, equal opportunity, enhancement of people’s knowledge and professionalism, fairness, non-discrimination and integrity.
Responsibilities, achievements, quality
Recognising the responsibilities assigned, the achievements and quality of the professional contribution made, while taking account of the reference context and the compensation markets.
Defining incentive systems connected to the achievement of economic/financial, business development objectives, both operational and individual, defined with a view to the sustainability of long-term results, in line with the aims of the Strategic Plan and the responsibilities assigned.
Remuneration and objectives
The remuneration of the company management team being strongly linked to sustainability principles and the objectives defined in the Group’s strategic plan.
Moreover, 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.
Lastly, we point out that, in line with international best practices, “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 4 years. Details of the results for the years 2018, 2019, 2020 and 2021 are provided below.
The 2021 Compensation Policy focused on two convergent tasks: on the one hand to ensure continuity with the system developed over the past three years, particularly in view of the broad consensus expressed by shareholders regarding the 2020 Compensation Report, which summarized its contents. However, 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. We believe this meets the expectations of the stakeholders and implements national and international best practices.
The 2021 Remuneration Policy is therefore based on some key principles:
Through intense internal and external benchmarking to ensure full alignment with the main market and governance practice.
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 consistent with the creation of value for shareholders and ensuring a constant focus on the inclusion of the main ESG objectives in the incentive plans of top management, further strengthening the link with the priorities identified in the materiality matrix.
Along this line of innovation, particular importance is given to the further strengthening of the link between remuneration and sustainability objectives, by increasing the relative weight 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
- Variable incentive plans with predetermined, measurable objectives that are consistent with the Strategic Plan, Sustainability Plan and 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 Structure for Italgas’ Management Team
The architecture for managerial remuneration in place is based on three components:
The fixed remuneration is determined based on the role and responsibilities assigned, with reference to the levels adopted for equivalent positions in the market of large national companies and with any annual adjustments established for merit (continuity of individual performance) or due to progression of the role/responsibilities.
Short-term variable remuneration
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:
|2021 objectives for the Chief Executive Officer|
|Net Financial Position|
|Sustainability (Accident frequency index – gas leakage rate – diversity and inclusion)|
The results are measured on a scale of 70/130 points with a minimum performance threshold set to 85 points.
65% is disbursed in monetary form (Short-Term Incentive – STI), while 35% is invested and transformed into Italgas shares (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. At the end of the three-year period, the number of shares allocated to the Beneficiary depends on the level of achievement of the three-year cumulated EBITDA target, assessed with a linear scale of 70-170 with the target set at 130, in addition to company matching based on performance levels.
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.
For the managerial roles with the greatest impact on company results there is another instrument: the long-term monetary incentive (LTI). The long-term variable component is linked to accrual of the incentive over many years, with a view to sustainability and value creation for shareholders.
The amount to be disbursed, after a three-year period (vesting period) depends on the level of achievement of the objectives. The performance conditions of the LTI Plan are linked to the following parameters:
- The consolidated net profit, with a weighting of 55%, calculated with reference to the three-year budget and Strategic Plan values. Performance is assessed according to a linear scale of 70-130 (0 for values below budget -5%; 70 for values at budget -5%; 100 for values at budget; 130 for values at or above budget +5%).
- Total Shareholders Return, weighted 30%, calculated on a linear scale of 70-130 with reference to ltalgas’ positioning with respect to a panel made up of ltalgas itself and another six peer companies (Snam, Enagas, Italgas, Red Elèctrica, Terna, A2A, Elia System Operator).
- In terms of Sustainability, performance, weighted 15%, is assessed on the basis of two objectives:
- Inclusion, over the three-year period 2020-2022, in the DJSI, FTSE4GOOD and CDP Climate Change sustainability indexes, with a weighting of 10%. Performance is assessed according to a linear scale which awards: 130% if the result is 8 inclusions over the three-year period; 100% for 6 inclusions over the three-year period; 70% for 5 inclusions; 0% for less than 5 inclusions.
- Reduction of emissions, with a weighting of 5%, measured as the decrease in quantity of gas emitted into the atmosphere by dispersions.
Our remuneration policy does not provide for Stock Options.
The 2020 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 2020 Remuneration Policy, both in the market references found and in terms of overall positioning and pay mix.
The incentives pertaining to 2020 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
|Name and Surname||Notes||Office||Period office was held||Expiry of office||Fixed compensation|
Compensation for participation in Committees
|Board of Directors|
|(1)||Chairman||01.01- 31.12||04.22||270.000 (a)|
|(2)||CEO||01.01- 31.12||04.22||811.360 (a)|
|(3)||Director||01.01- 31.12||04.22||50.000 (a)||40.000 (b)|
|(4)||Director||01.01- 31.12||04.22||50.000 (a)||46.191,78 (b)|
|(5)||Director||01.01- 31.12||04.22||50.000 (a)||20.000 (b)|
|(6)||Director||01.01- 31.12||04.22||50.000 (a)||40.000 (b)|
|(7)||Director||01.01- 31.12||04.22||50.000 (a)||20.000 (b)|
|(8)||Director||01.01- 31.12||04.22||50.000 (a)||20.000 (b)|
Paola Annamaria Petrone
|(9)||Director||01.01- 31.12||04.22||50.000 (a)||45.000 (b)|
|Board of Statutory Auditors|
|Marilena Cederna||(11)||Standing Auditor||01.01- 31.12||04.22||45.000 (a)|
|Maurizio di Marcotullio||(12)||Standing Auditor||01.01- 31.12||04.22||45.000 (a)|
|General Manager of Finance and Services and Executives with Strategic Responsibilities|
|Antonio Paccioretti||(13)||General Manager of Finance and Services||01.01- 31.12||404.952 (a)|
|Head of Legal, Corporate Affairs and Compliance; Head of Commercial Development; Head of Human Resources & Organization; Head of External Relations and Communication; Head of Institutional Relations and Regulatory Affairs; Head of Procurement and Material Management; CEO Italgas Reti.||(14)||1.484.658 (a)|