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Poste Italiane's remuneration policy is consistent with the recommendations of the Corporate Governance Code, and as regards personnel identified as working for BancoPosta Ring Fenced Capital and, in general, those classified as the Parent Company’s Material Risk Takers, in accordance with Bank of Italy Circular 285 of 17 December 2013 (as amended) and with the EBA Regulatory Technical Standards (RTS) from time to time in effect. 

Poste Italiane’s remuneration policies are designed to attract, motivate and retain high calibre professionals and management personnel capable of contributing to achievement of the primary goals of delivering sustainable results over time and creating value for stakeholders.
During the Capital Markets Day held on 27 February 2018, the CEO-GM presented the new “Deliver 2022” Strategic Plan and the key business objectives for the period 2018-2022.
The Strategic Plan sets out the basis on which to create sustainable value to be shared with all stakeholders:
  • shareholders and investors, through close alignment with their interests;
  • customers, by confirming the focus on the quality of service provided;
  • Poste Italiane’s people, who have a key role to play in delivering on the Strategic Plan;
  • the supplier-customer chain of which Poste Italiane is a part;
  • the community within which Poste Italiane operates.
In the light of these strategic guidelines and in order to drive achievement of the Company’s medium- to long-term objectives, the remuneration strategy is based on the following cornerstones:
  • alignment - the remuneration policy is a key tool in aligning the interests of management with those of shareholders and investors;
  • commitment – the structure of remuneration must ensure that the management team as a whole is fully committed to achieving the Strategic Plan targets;
  • sustainability – the creation of lasting value is an essential driver of performance-based incentives;
  • engagement – all employees are engaged in the transformation process.

The remuneration policies are also structured so as to guarantee an adequate balance between fixed and variable components and, with regard to variable components, between short-term and medium long-term components, in order to ensure equilibrium between such components and the implementation of conducts in line with the sustainable performance of the Group.

Variable remuneration is directly linked to Company and individual performance, and is based on objective, transparent and verifiable criteria. Variable pay is capped depending on the category of beneficiary. With a view to ensuring sustainability and the creation of value over the short-, medium- and long-term, variable pay consist of the following components:

Nb. Phanthom Stock, a stock representing one Share to be converted into a cash Bonus based on the price of the above Share at a certain date and in accordance with the Plan Terms and Conditions.

The remuneration of non-executive Directors, in accordance with the recommendations of the Corporate Governance Code, is linked with the commitment required of each of them, also taking into account their respective participation on one or more committees established within the Board of Directors.

The policy is described in the Section I of the Remuneration Report approved by the Board of Directors of Poste Italiane, upon proposal of the Remuneration Committee. Such report, pursuant to article 123-ter of Legislative Decree No. 58/1998, is made available to the public and submitted to the Shareholders' meeting for a consultative vote.

For the remuneration and incentive plans for personnel under BancoPosta’s Ring-Fenced Capital, described in the Annex “Guidelines for BancoPosta RFC’s remuneration and incentive policies”, the resolution of the shareholders' meeting is binding.

In line with the applicable regulatory requirements, the information on compensation paid to specific categories of personnel are provided by name or in the aggregate. Moreover the General Meeting of Shareholders is responsible to approve equity-based plans described in the format of Information Circular prepared in accordance with Art. 84-bis of the Regulations for Issuers.

Last update: May 29, 2018

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