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Subject index (CONSOB Resolution 18049, SECTION I)

CONSOB Resolution

Information required

Reference

A

Bodies or parties involved in the preparation and approval of the remuneration policy, specifying the respective roles, as well as the bodies or parties responsible for the correct implementation of this policy

Governance of the remuneration process

B

Any intervention by a remuneration committee or other competent committee, describing the composition (with a distinction between non-executive and independent directors), expertise and operating methods

Remuneration Committee

C

The appointment of independent experts who may have been involved in the preparation of the remuneration policy

Market benchmarks and pay mixes

D

The aims pursued through the remuneration policy, the underlying principles and any changes to the remuneration policy compared with the previous financial year

Compensation paid in 2016

E

Description of the policies on fixed and variable remuneration components, with special reference to the weighting in the overall remuneration and making a distinction between the short-term and medium-/long-term variable components;

2017 Remuneration Policy Guidelines

F

The policy followed with regard to non-monetary benefits;

CEO/Benefits
MSR/Benefits

G

With reference to the variable components, a description of the performance targets based on which they are assigned, distinguishing between short-term and medium-/long-term variable components, and information on the connection between the change in results and the change in remuneration;

CEO/Short-term variable incentives
CEO/Long-term variable incentives
MSR/Short-term variable incentives
MSR/Long-term variable incentives

H

The criteria used for the evaluation of the performance targets underlying the granting of shares, options, other financial instruments or other variable remuneration components;

CEO/Short-term variable incentives
CEO/Long-term variable incentives
MSR/Short-term variable incentives
MSR/Long-term variable incentives

I

information aimed at highlighting the consistency of the remuneration policy with the pursuit of the company’s long-term interests and with the risk management policy, where formalised;

General Principles
CEO/Long-term variable incentives
MSR/Long-term variable incentives

J

the vesting periods of the rights, any deferred payment systems, with an indication of the deferment periods and criteria used for calculating these periods and, if there is provision, the ex-post correction mechanisms;

General Principles
CEO/Long-term variable incentives
MSR/Long-term variable incentives
Claw-back mechanisms

K

information on any provision of clauses for keeping the financial instruments in the portfolio after their acquisition, with details of the periods and the criteria used for calculating these periods;

CEO/Long-term variable incentives
MSR/Long-term variable incentives

L

the policy relating to the terms if the office is vacated or the employment is terminated, specifying which circumstances create the right and any possible connection between these terms and the performance of the company

NED/Severance pay
CEO/Severance pay
MSR/Terms in the case of termination of office or employment

M

information on the presence of any insurance cover, or healthcare or pensions, other than the mandatory ones

CEO/Benefits
MSR/Benefits

N (i)

the remuneration policy followed with regard to independent directors

NED/Shareholders’ Meeting remuneration

N (ii)

any remuneration policy followed with reference to participation on committees

NED/Compensation for participation in board committees

N (iii)

any remuneration policy followed with reference to holding specific positions (Chairman, Vice Chairman, etc.)

Chairman
Chief Executive Officer

O

Information regarding the use of remuneration policies in other companies as a benchmark, if it is positive, the criteria used for selecting these companies.

Market benchmarks and pay mixes

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