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

1

Lorenzo Bini Smaghi – Chairman of the Board of Directors
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual fixed pay established by the Shareholders' Meeting of 26 March 2013 (€ 40,000) and the annual fixed pay for the awards approved by the Board on 26 October 2012 (€ 360,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual payment (€ 7,000) for participation, as a member, of the Appointments Committee.

2

Carlo Malacarne – Chairman of the Board of Directors / CEO
(a) The amount of € 184,000 for the period from 27 April 2016 to 31 December 2016, includes, pro-rata, the annual fixed pay established by the Shareholders' Meeting of 27 April 2016 (€ 270,000).
(b) The amount includes the payment of € 550,000 relating to the 2016 annual monetary incentive and € 1,201,250 relating to the amounts due from rights that have accrued under the scope of medium/long-term incentive plans awarded in the period 2013-2015.
(c) The amount includes € 4,981,754 for indemnity for termination of employment, € 860,000 for the non-compete agreement, € 314,569 for legally-required severance pay, as well as € 5,000 for the novation agreement.

3

Marco Alverà – CEO / General Manager
(a) The amount of € 700,000 for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the gross annual salary of € 970,000 (established by the Board of Directors at the meeting of 31 May 2016 for the position of CEO) and absorbs the payment of € 70,000 established by the Shareholders' Meeting of 27 April 2016 for the position of Board Member. Added to this amount are the payments due for travel expenses, domestically and abroad, in line with the provisions of the collective agreement and the supplementary company agreements totalling € 4,709. The amount of € 133,000 corresponds, pro rata, to the gross annual salary of € 550,000 (established by the Board of Directors at the meeting of 8 January 2016 for the role of General Manager). Added to this amount are the payments due for travel expenses, domestically and abroad, in line with the provisions of the collective agreement and the supplementary company agreements totalling € 1,020.
(b) The amount includes the payment of € 165,000 as an entry bonus (established by the Board of Directors at the meeting of 8 January 2016).

4

Alberto Clô – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual payment (€ 10,000) for participation, as Chairman, in the Appointments Committee.

5

Andrea Novelli – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000). The amount is paid to the affiliated companies (Cassa Depositi e Prestiti S.p.A.).
(b) for the period from 1 January 2016 to 26 April 2016, includes pro rata the annual fixed payments for participation, as a member, in the Remuneration Committee (€ 10,000) and participation, as a member, in the Control and Risks Committee (€ 20,000). The payments are made to Cassa Depositi e Prestiti S.p.A.

6

Elisabetta Oliveri – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the
Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payments for participation, as Chairman, in the Remuneration Committee (€ 15,000) and participation, as a member, in the Appointments Committee (€ 7,000); for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as Chairman, in the Control and Risks and Related-Party Transactions Committee (€ 30,000) and participation, as a member, in the Remuneration Committee (€ 15,000).

7

Francesco Gori – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the
Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual payment for participation, as Chairman, in the Control and Risks Committee (€ 30,000); for the period from 11 May 2016 to 31 December 2016, includes, pro-rata, the annual payment for participation, as
Chairman, in the Appointments Committee (€ 20,000).

8

Pia Saraceno – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000).
(b) for the period from 1 January 2015 to 26 April 2016, includes pro rata the annual fixed payments for participation, as a member, in the Control and Risks Committee (€ 20,000) and participation, as a member, in the Remuneration Committee (€ 10,000).

9

Yunpeng He – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000). The amount is paid to State Grid International Development Limited.
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro-rata, the annual fixed payment for participation, as Chairman, in the Sustainability Committee (€ 15,000).

10

Sabrina Bruno – Director
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 26 March 2013 (€ 40,000); for the period from 27 April 2016 to 31 December 2016, includes, pro rata, the annual fixed payment established by the
Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual fixed payment for participation, as Chairman, in the Control and Risks Committee (€ 20,000); for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation,
as Chairman, in the Sustainability Committee (€ 20,000) and for participation, as a member, in the Control and Risks and Related-Party Transactions Committee (€ 20,000).

11

Monica de Virgiliis – Director
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as Chairman, in the Remuneration Committee (€ 20,000) and participation, as a member, in the Appointments Committee (€ 15,000).

12

Lucia Morselli – Director
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as a member, in the Control and Risks and Related-Party Transactions Committee (€ 20,000) and participation, as a member, in the Sustainability Committee (€ 15,000).

13

Alessandro Tonetti – Director
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 70,000).
(b) for the period from 11 May 2016 to 31 December 2016, includes, pro rata, the annual fixed payments for participation, as a member, in the Remuneration Committee (€ 15,000) and participation, as a member, in the Appointments Committee (€ 15,000).

14

Massimo Gatto – Board of Statutory Auditors
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, includes, pro-rata, the annual fixed payment established by the Shareholders’ Meeting of 26 March 2013 (€ 60,000) for participation, as Chairman, in the Board of Statutory Auditors; for the period from 27 April 2016 to 31 December 2016, includes, pro-rata, the annual fixed payment established by the Shareholders’ Meeting of 27 April 2016 (€ 60,000) for participation, as Standing Auditor, in the Board of Statutory Auditors.

15

Leo Amato – Board of Statutory Auditors
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro-rata, to the annual fixed payment established by the Shareholders’ Meeting of 26 March 2013 (€ 40,000) for participation, as Standing Auditor, in the Board of Statutory Auditors; for the period from 27 April 2016 to 31 December 2016, includes, pro-rata, the annual fixed payment established by the Shareholders’ Meeting of 27 April 2016 (€ 80,000) for participation, as Chairman, in the Board of Statutory Auditors.

16

Stefania Chiaruttini – Board of Statutory Auditors
The amount:
(a) for the period from 1 January 2016 to 26 April 2016, corresponds, pro-rata, to the annual fixed payment established by the Shareholders’ Meeting of 26 March 2013 (€ 40,000) for participation, as Standing Auditor, in the Board of Statutory Auditors.

17

Maria Luisa Mosconi – Board of Statutory Auditors
The amount:
(a) for the period from 27 April 2016 to 31 December 2016, corresponds, pro-rata, to the annual fixed payment established by the Shareholders' Meeting of 27 April 2016 (€ 60,000) for participation, as Standing Auditor, in the Board of Statutory Auditors.

18

Managers with strategic responsibilities
(a) The amount of € 1,305,000 paid as Gross Annual Salary and the payments due for travel expenses, domestically and abroad, in line with the provisions of the collective agreement and the supplementary company agreements totalling € 12,009.
(b) The amount includes the payment of € 520,000 relating to the 2016 annual monetary incentive, € 363,350 relating to the deferred monetary incentive awarded in 2013 and the payment of € 302,925 relating to the long-term monetary incentive awarded in 2013.

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

Lorenzo Bini Smaghi

(1)

Chairman

01.01 - 26.04

04.16

129 (a)

2 (b)

 

 

 

 

131

 

 

Carlo Malacarne

(2)

Chairman

27.04 - 31.12

 

184 (a)

 

 

 

 

 

184

 

 

CEO

01.01 - 26.04

04.16

634 (a)

 

1,751 (b)

 

6

 

8,553

 

6,161 (c)

Marco Alverà

(3)

CEO

27.04 - 31.12

 

700 (a)

 

 

 

8

 

708

 

 

COO

15.01 - 26.04

 

133 (a)

 

165 (b)

 

2

 

300

 

 

Alberto Clò

(4)

Director

01.01 - 26.04

04.16

13 (a)

3 (b)

 

 

 

 

16

 

 

Andrea Novelli

(5)

Director

01.01 - 27.04

04.16

13 (a)

10 (b)

 

 

 

 

23

 

 

Elisabetta Oliveri

(6)

Director

01.01 - 31.12

04.19

60 (a)

36 (b)

 

 

 

 

96

 

 

Francesco Gori

(7)

Director

01.01 - 31.12

04.19

60 (a)

23 (b)

 

 

 

 

83

 

 

Pia Saraceno

(8)

Director

01.01 - 26.04

04.16

13 (a)

10 (b)

 

 

 

 

23

 

 

Yunpeng He

(9)

Director

01.01 - 31.12

04.19

60 (a)

10 (b)

 

 

 

 

70

 

 

Sabrina Bruno

(10)

Director

01.01 - 31.12

04.19

60 (a)

32 (b)

 

 

 

 

92

 

 

Monica de Virgiiis

(11)

Director

27.04 - 31.12

04.19

48 (a)

22 (b)

 

 

 

 

70

 

 

Lucia Morselli

(12)

Director

27.04 - 31.12

04.19

48 (a)

22 (b)

 

 

 

 

70

 

 

Alessandro Tonetti

(13)

Director

27.04 - 31.12

04.19

48 (a)

19 (b)

 

 

 

 

67

 

 

Board of Statutory Auditors:

 

 

 

 

 

 

 

 

 

 

Massimo Gatto

(14)

Chairman

01.01 - 26.04

04.16

19 (a)

 

 

 

 

 

19

 

 

Standing auditor

27.04 - 31.12

04.19

41 (a)

 

 

 

 

 

41

 

 

Leo Amato

(15)

Standing auditor

01.01 - 26.04

04.16

13 (a)

 

 

 

 

 

13

 

 

Chairman

27.04 - 31.12

04.19

54 (a)

 

 

 

 

 

54

 

 

Stefania Chiaruttini

(16)

Standing auditor

01.01 - 26.04

04.16

13 (a)

 

 

 

 

 

13

 

 

Maria Luisa Mosconi

(17)

Standing auditor

27.04 - 31.12

04.19

41 (a)

 

 

 

 

 

41

 

 

Managers with strategic responsibilities (18)

1,305 (a)

 

1,676 (b)

 

50

 

3,031

 

 

 

 

 

Grand Total

3,689

189

3,592

 

66

 

13,698

 

6,161