Table 1: Remuneration paid to directors, statutory auditors and managers with strategic responsibilities

(amounts in € thousand)

 

 

 

 

 

Non-equity variable compensation

 

 

 

 

 

First name and surname

Notes

Post

Term of office

Expiry of office

Fixed remun­eration

Com­pen­sation for Committee mem­ber­ship

Bonuses and other incentives

Profit-sharing

Non-mone­tary benefits

Other com­pen­sation

Total

Fair Value of equity compen­sation

Severance indemnities for end of office or termi­nation of employ­ment

*

On the recommendation of the Appointments Committee and with resolution approved by the Board of Statutory Auditors, on 26 January 2015 the Board of Directors co-opted Yunpeng He as a new non-executive and non-independent member of the Board of Directors to replace the Director Roberta Melfa. The Shareholders' Meeting confirmed the director on 29 April 2015.

**

Executives who, during the course of the year and together with the Chief Executive Officer, were permanent members of the Company’s Executive Committee.

1

Lorenzo Bini Smaghi - Chairman of the Board of Directors
(a) The amount includes fixed annual compensation set by the Shareholders' Meeting of 26 March 2013 (€ 40,000) and fixed annual compensation for
awards approved by the Board on 26 October 2012 (€ 360,000).
(b) The amount includes annual compensation (€ 7,000) for participating in the Appointments Committee as member.

2

Carlo Malacarne - Chief Executive Officer
(a) The amount of € 860,000 corresponds to the actual gross annual compensation (set by the Board of Directors at its meeting of 27 February 2013)
and includes compensation of € 40,000 set by the Shareholders’ Meeting of 26 March 2013 for the office of director. Added to this amount are
the allowances payable in respect of travel expenses, both in Italy and abroad, in line with the relative National Collective Labour Agreement for
Executives and the company's supplementary agreements, totalling € 3,650.
(b) The amount includes the payment of € 559,000 relating to the annual monetary incentive awarded in 2015, € 461,890 relating to the deferred
monetary incentive awarded in 2012 and the payment of € 165,785 relating to the long-term monetary incentive awarded in 2012.

3

Alberto Clô - Director
(a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
(b) The amount includes fixed annual compensation (€ 10,000) for participating in the Appointments Committee as Chairman.

4

Andrea Novelli - Director
(a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). This amount of
compensation is paid to his company of origin (Cassa Depositi e Prestiti S.p.A.).
(b) The amount includes fixed annual compensation for participating as a member of the Remuneration Committee (€ 10,000) and for participating
as a member of the Control and Risk Committee (€ 20,000). This compensation is paid to the company Cassa Depositi e Prestiti S.p.A.

5

Elisabetta Oliveri - Director
(a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
(b) The amount includes fixed annual compensation for participating as Chairman of the Remuneration Committee (€ 15,000) and for participating as
a member of the Appointments Committee (€ 7,000).

6

Francesco Gori - Director
(a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
(b) The amount includes the fixed annual compensation for participating as Chairman of the Control and Risk Committee (€ 30,000).

7

Pia Saraceno - Director
(a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
(b) The amount includes fixed annual compensation for participating as a member of the Control and Risk Committee (€ 20,000) and for participating
as a member of the Remuneration Committee (€ 10,000).

8

Yunpeng He - Director *
(a) The amount includes the pro rata portion of fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000). The
amount of the compensation (from 26.01.2015 until 31.12.2015 - amount equal to € 37,260.27) is paid to the company State Grid International
Development Limited.

9

Sabrina Bruno - Director
(a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).
(b) The amount includes the fixed annual compensation for participating as a member of the Control and Risk Committee (€ 20,000).

10

Massimo Gatto - Presidente del Collegio Sindacale
(a) The amount includes the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 60,000).

11

Leo Amato - Statutory Auditor
(a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).

12

Stefania Chiaruttini - Statutory Auditor
(a) The amount corresponds to the fixed annual compensation determined by the Shareholders’ Meeting of 26 March 2013 (€ 40,000).

13

Managers with strategic responsibilities
(a) The amount of €1,099,000 corresponds to gross annual compensation. Added to this amount are the allowances payable in respect of travel
expenses, both in Italy and abroad, in line with the relative National Collective Labour Agreement for Executives and the company's supplementary
agreements, totalling € 10,560.
(b) The amount includes the payment of € 488,500 relating to the annual monetary incentive awarded in 2015, € 361,000 relating to the deferred
monetary incentive awarded in 2012 and the payment of € 125,000 relating to the long-term monetary incentive awarded in 2012.

*

On the recommendation of the Appointments Committee and with resolution approved by the Board of Statutory Auditors, on 26 January 2015 the Board of Directors co-opted Yunpeng He as a new non-executive and non-independent member of the Board of Directors to replace the Director Roberta Melfa. The Shareholders' Meeting confirmed the director on 29 April 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

01.01 - 31.12

04.16

400 (a)

7 (b)

 

 

 

 

407

 

 

Carlo Malacarne

(2)

CEO

01.01 - 31.12

04.16

864 (a

 

1,187 (b)

 

13

 

2,064

 

 

Alberto Clò

(3)

Director

01.01 - 31.12

04.16

40 (a)

10 (b)

 

 

 

 

 

 

 

Andrea Novelli

(4)

Director

01.01 - 31.12

04.16

40 (a)

30 (b)

 

 

 

 

 

 

 

Elisabetta Oliveri

(5)

Director

01.01 - 31.12

04.16

40 (a)

22 (b)

 

 

 

 

 

 

 

Francesco Gori

(6)

Director

01.01 -31.12

04.16

40 (a)

30 (b)

 

 

 

 

 

 

 

Pia Saraceno

(7)

Director

01.01 -31.12

04.16

40 (a)

30 (b)

 

 

 

 

 

 

 

Yunpeng He (*)

(8)

Director

26.01 - 31.12

04.16

37 (a)

 

 

 

 

 

 

 

 

Sabrina Bruno

(9)

Director

01.01 -31.12

04.16

40 (a)

20 (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Board of Statutory Auditors:

 

 

 

 

 

 

 

 

 

 

Massimo Gatto

(10)

Chairman

01.01-31.12

04.16

60 (a)

 

 

 

 

 

 

 

 

Leo Amato

(11)

Standing auditor

01.01-31.12

04.16

40 (a)

 

 

 

 

 

 

 

 

Stefania Chiaruttini

(12)

Standing auditor

01.01-31.12

04.16

40 (a)

 

 

 

 

 

 

 

 

Managers with strategic responsibilities**

 

1,099 (a)

 

974 (b)

 

48

 

2,121

 

 

 

(13)

 

Grand total

 

2,780

149

2,161

 

61

 

4,592