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Poste Italiane’s remuneration and incentive policies are based on the Company’s governance model and on the statutory requirements in effect from time to time, and they comply with the recommendations of the Corporate Governance Code (2018), which the Company adopted by Board of Directors’ resolution of 31 July 2015.
 
The key remuneration items are gross annual fixed pay (o gross annual fixed compensation), variable remuneration (short and medium/long-term) and severance payments on termination of employment.

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 consists of the following three components:


COMPONENTS OF VARIABLE REMUNERATION

 

 
The Group’s strategic vision is based on solid business fundamentals that stem from listening to all stakeholders. The remuneration policies support pursuit of the business objectives, and the key performance indicators are set at challenging levels whereby their achievement ensures self-financing of the incentive schemes.

In addition to its historic activities in the mail and logistics sector, which boasts the most extensive distribution network in Italy, Poste Italiane has also launched a business ranking it among the top national providers of financial and insurance services and payment systems. The Group’s unified and integrated management ensures the development of synergies and a unique and coordinated approach to the market, sharing the brand and the multi-channel distribution platform.

A summary of the key performance drivers underlying the incentive schemes is provided below:



KEY PERFORMANCE DRIVERS

As regards personnel identified as working for Patrimonio BancoPosta (“BancoPosta Ring-Fenced Capital” or “BancoPosta RFC”) and, in particular, those classified as Material Risk Takers (“Risk Takers” or “MRTs”), details are provided in the “Guidelines for BancoPosta RFC’s remuneration and incentive policy for 2020 and report on amounts paid in 2019” an Annex of the “ Report on the 2020 remuneration policy and on the amounts paid in 2019 ”.

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 for approving equity-based plans described in the format of the Information Circular prepared in accordance with Art. 84-bis of the Regulations for Issuers.

In order to facilitate reading of the remuneration policy, with a view to maximum transparency and clarity, we are pleased to present an additional document referred to as “ Remuneration Highlights 2020 ”, containing a summary of all of the elements supporting the business and sustainability strategy of the Poste Italiane Group.
The Board of Directors appointed for the 2020-2022 term shall determine, in accordance with the decision procedure described above, the compensation pursuant to art. 2389, paragraph 3 of the Italian Civil Code, for the office of Chair of the Board of Directors. It is understood that the Board of Directors may modify the compensation, if necessary, with respect to what was decided for the 2017-2019 term, also in consideration of the relative market benchmarking.
The remuneration of other Directors consists of a fixed component, determined by the General Meeting of shareholders and applicable for the full term of office. There are no forms of variable remuneration. The 2020 General Meeting of shareholders shall resolve, for the 2020-2022 term, the compensation pursuant to art. 2389 paragraph 1.
Moreover, the Board of Directors, on the recommendation of the Remuneration Committee, shall define the remuneration for the 2020-2022 mandate for participation by the Directors in the Board Committees.


 
The Board of Directors appointed for the 2020-2022 term shall determine, in accordance with the decision procedure described in the above paragraphs, the compensation pursuant to art. 2389, paragraph 3 of the Italian Civil Code, for the office of Chief Executive Officer. The Board of Directors, on the recommendation of the Remuneration Committee, shall resolve on the remuneration for the General Manager. It is understood that the Board of Directors may modify the compensation, if necessary, with respect to what was decided for the 2017-2019 term, also in consideration of the relative market benchmarking.

In the current organisational layout, the office of Chief Executive Officer and General Manager is covered by the same person and the economic and regulatory treatment applied regard, therefore, both the administrative as well as management role.
Remuneration of the Chief Executive Officer and General Manager includes a fixed component, a short-term variable component and a medium/long-term variable component.

The variable remuneration of the current CEO-GM consists of:
  • the short-term variable incentive scheme (“MBO” STI),
  • the “Performance Share LTIP” and
  • the “Deliver 2022 LTIP” (the latter introduced in 2018).
The “MBO” STI scheme rewards the achievement of targets on an annual basis, the “Performance Share LTIP” on a three-year basis and the “Deliver 2022 LTIP” over a five-year period.
 
 VARIABLE REMUNERATION PAYOUT FOR THE CEO-GM


The structure of the payout over time involves the award of variable remuneration over a total period through to 2028, including performance, deferral and retention periods. Given the performance achieved, less than 10% of variable remuneration for 2020 will be effectively paid out in 2021, following approval of the financial statements for 2020, whilst the remaining portion is spread out over time.

Application of Malus and/or Clawback mechanisms is envisaged for all of the up-front and deferred portions.

Furthermore, the Chief Executive Officer and General Manager receives the Share Ownership Guidelines.

 
 
SUMMARY OF PERFORMANCE TARGETS OF THE SHORT-TERM AND MEDIUM/LONG-TERM INCENTIVE SCHEMES 2020 CEO-GM.
The General Meeting of shareholders held on 28 May 2019 appointed the Board of Statutory Auditors for the term of three years, with expiry as at the date of the meeting to be held to approve the financial statements for the year ended 31 December 2021. In the same meeting, the fees payable to the Chairperson and each standing Auditor of the Board were determined for each year in office, respectively equal to €80,000 and €70,000.
No attendance fees are payable for participation in meetings.
The term Key Management Personnel (KMP), within the context of the Company, refers to the heads of the various functions reporting directly to the CEO-GM, as well as the Manager Responsible for Financial Reporting.

The remuneration policy for KMP consists of the following components:
  • gross annual fixed pay;
  • variable remuneration;
  • benefits provided in accordance with the applicable statutory requirements and in line with market practices.
KMP with particular responsibilities benefit from remuneration policies in keeping with the related statutory requirements and the provisions of the Group’s Corporate Governance processes.

The following chart shows a summary of the incentive schemes applicable to KMP, highlighting the payment criteria defined in accordance with the sector regulations if identified as among BancoPosta’s Material Risk Takers (“BP MRTs”)1.


ILLUSTRATION OF PAYOUT IN FORM OF VARIABLE REMUNERATION FOR KMP
Furthermore, the KMP receive the Share Ownership Guidelines.



SUMMARY OF PERFORMANCE TARGETS OF THE SHORT-TERM AND MEDIUM/LONG-TERM INCENTIVE SCHEMES 2020, KMP

Application of Clawback mechanisms is envisaged.



 

1 Ref. “Guidelines for BancoPosta RFC’s remuneration and incentive policy for 2020”.

TABLES – CONSOB FORM 7-BIS
TABLE 1: REMUNERATION PAID TO MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL







 

Last update: March 26, 2020

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