In order to drive achievement of Poste’s short and medium/long-term objectives, the changes introduced in the Remuneration Policy for 2019 are driven by the following interlinked principles:
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:
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 in one or more committees established within the Board of Directors.
The policy is described in Section I of the Remuneration Report approved by the Poste Italiane Board of Directors , upon proposal by the Remuneration Committee. This 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 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 particular, the new “Performance Share LTIP” enables the Company to maintain an ongoing link between variable remuneration and performance over the medium to long-term, strengthening the alignment with investors’ interests, also given that the new Plan results in the award of Poste Italiane’s ordinary shares.
The additional pay for Directors’ participation in Board Committees, approved by the Board of Directors, in consultation with the Board of Statutory Auditors and the Remuneration Committee, is as follows:
In addition to the above, on 13 December 2017, the Board of Directors, on the recommendation of the Remuneration Committee and in consultation with the Board of Statutory Auditors, awarded further compensation to the Chairwoman of the Board of Directors (pursuant to art. 2389, paragraph 3 of the Italian Civil Code), in view of the non-executive powers assigned to her. This additional compensation amounts to € 420,000 per annum. There are no forms of variable remuneration.
The Chairwoman is reimbursed for any out-of-pocket expenses incurred in carrying out her duties, within the limits established by the Board of Directors.
The final component of the remuneration package consists of certain benefits provided in accordance with the applicable statutory requirements and in line with market practices.
In the case of the Chief Executive Officer and General Manager, the ratio of variable remuneration to fixed component is, again in 2019, capped at 1:1. Given that gross annual fixed compensation is € 1,255,000, the maximum total value of the incentives receivable under the schemes (both the short- and medium/long-term) is the same amount.
Certain benefits are provided in accordance with the applicable statutory requirements and in line with market practices.
CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER
CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER
The remuneration policy for KMP consists of the following components:
gross annual fixed pay;
benefits provided in accordance with the applicable statutory requirements and in line with market practices;
a short-term variable incentive scheme STI (“MBO”);
a medium/long-term incentive scheme (the “Performance Share LTIP”);
a long-term incentive scheme (the “Deliver 2022 LTIP”).
KMP with particular responsibilities benefit from remuneration policies in keeping with the related statutory requirements and the Group’s corporate governance processes.
The following chart shows a summary of the incentive schemes applicable to KMP, whether identified as among BancoPosta’sMaterial Risk Takers of otherwise (“BP MRTs”)1.
PAYOUT IN FORM OF VARIABLE REMUNERATION FOR KMP
1 Annex “Guidelines for BancoPosta RFC’s remuneration and incentive policies for 2019”
TABLE 1: REMUNERATION PAID TO MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL
* The amounts included in the tables are computed on an accruals basis in respect of fixed remuneration and the short-term incentive plan (“MBO”). The variable pay shown in the tables is based on an estimate of the amount payable at the time of preparing this document, whilst awaiting approval of the Company’s financial statements by the Annual General Meeting.
- Remuneration report 2019
- Information circular 2019 on Equity-based incentive plans
- Remuneration report 2018
- Incentive plan, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital
- Remuneration report 2017
- Remuneration report 2016
- Information document related to the LTI plan 2016-2018
- Information Circular related to the STI plan 2017 for BancoPosta’s MRT