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Poste Italiane's remuneration and incentive policies are based on the Company's governance model and on the regulatory framework in effect from time to time, and they comply with the recommendations of the Corporate Governance Code which the Company adopted.

Poste Italiane's remuneration policy sets the framework for the Group's remuneration practices and policies, and enshrines the objectives of sound risk management, long-term value creation and sustainability, as well as alignment with the "2024 Sustain & Innovate" Strategic Plan. Remuneration policies are also inspired by the principle of inclusion and meritocracy, guaranteeing fairness, attraction and retention of the best talents to support the innovation journey and regardless of gender, as well as any other form of diversity (age, sexual orientation and identity, disability, state of health, ethnic origin, nationality, language, political opinions, socio-economic condition, religious faith).

To support the pursuit of the Company's long-term interests and sustainability, and to guarantee the execution of the "2024 Sustain & Innovate" Strategic Plan, the "Reward Platform" was defined, capable of integrating Human Capital Development and Environmental, Social & Governance (ESG) strategies into the business priorities.
 

REWARD PLATFORM



 

 
The remuneration policies support the pursuit of the business objectives, and the key performance indicators are set at challenging levels whereby their achievement ensures self-financing of all incentive schemes (threshold values of the indicators defined at least equal to the budget and Strategic Plan levels). EBIT, key objective of the incentive scheme, is the summary indicator of the results common to all Group businesses and is measured annually and multi-annually.

Alignment with shareholder interests is also ensured by the presence - in the variable component of remuneration - of targets related to the ESG performance and relative Total Shareholder Return.

In fact, the incentive systems are marked by specific ESG indicators, which weight at least 40% with reference to the short-term incentive scheme "MBO". As confirmation of the strategic commitment made by the Group in terms of sustainability, the "2021-2023 Performance Share LTIP" includes an ESG target weighted 20% linked to the Group's Sustainable Finance and consistent with the KPIs of the "2024 Sustain & Innovate" Strategic Plan presented at the Capital Markets Day on 19 March 2021. All targets are predefined and measurable with the highest transparency within the framework of a robust corporate governance system.
General principles
The key remuneration items are the fixed component, variable remuneration (short and medium/long-term) and severance payments on termination of employment.
The pay mix between fixed and variable component, balanced between the monetary and non-monetary component, is linked to the role held and the responsibilities assigned. In this regard, Poste Italiane uses a job evaluation framework for the various roles, certified periodically by an independent consulting firm.

Fixed components
Fixed remuneration reflects technical, professional and managerial skills.
Competitiveness, attractiveness, meritocracy and the assignment of greater responsibilities may lead to the recognition of adjustments to fixed remuneration.
Proposed adjustments to gross annual fixed pay follow a structured process, based on objective, non-discretionary criteria.
Fixed remuneration is also determined taking into account internal equity values and market benchmarks. The Company’s benchmarking is conducted with reference to market medians.
Certain benefits are also provided in accordance with the applicable statutory requirements and in line with market practices.
Benefits are subject to specific guidelines, which require the application of common criteria depending on the uniform category of employee concerned.
 
Variable components
Variable remuneration is the incentive component directly linked to company and individual performance, according to a meritocratic approach that recognises and rewards predetermined, transparent, measurable and verifiable results and objectives achieved.
Incentives linked to variable remuneration are paid at the end of an accurate verification process of the results actually achieved.
Variable remuneration is paid in the form of cash and financial instruments, over an annual and multi-year time horizon.
Variable pay is capped depending on the category of beneficiary.
The CEO-GM and KMP of Poste Italiane may not receive one-off payments or other variable components other than as described in the Report on the 2021 Remuneration Policy.

Ratio of variable remuneration to fixed remuneration
Consistent with the progressive consolidation of the results achieved in the three-year period 2018-2020 and in support of the achievement of the Group’s strategic objectives set out in the new “2024 Sustain & Innovate” Strategic Plan, this Policy is aimed at ensuring a close alignment between remuneration (Pay) and the pursuit of objectives (Performance) that are sustainable in the long term, as illustrated in the paragraph dedicated to the CEO-GM’s pay-for-performance (see paragraph 1.3 of the Report on the 2021 Remuneration Policy).
Accordingly, as approved by the General Meeting of shareholders, the Policy provides for an increase in the ratio between the variable and fixed components of remuneration to a limit of 2:1 for certain categories of personnel considered BancoPosta RFC’s MRTs (up to a maximum of 20 people), in accordance with current legislation and in line with established and widespread practice in the Italian banking sector.

As part of prudent risk management, in compliance with the Risk Appetite Framework, the increase of the incidence of the variable/fixed ratio to the limit of 2:1:
i. favours a flexible cost structure that does not significantly affect the fixed component, in compliance with the principle of competitiveness without disregarding moderation;
ii. rewards the achievement of the Group’s strategic objectives;
iii. ensures alignment with practices adopted in other peer companies.
The proposed increase in the variable/fixed incidence comes as the completion of the remuneration strategy started in 2018, increasingly adhering to the objective of complete people development and consistent with the strategic ESG and business drivers as well as economic and financial sustainability.
 
Other principles
All the incentive schemes are linked to the achievement of predetermined levels of performance and subject to malus and clawback provisions, as described in greater detail below.
In exceptional circumstances, newly hired personnel may receive specific awards, including a signing bonus.
In accordance with the Company’s policies, there are and it is possible to stipulate provisions/agreements governing aspects of termination of employment in line with the Company’s long-term strategies, values and interests.
The remuneration of the Chairwoman of the Board of Directors consists of a fixed component, by way of remuneration, approved by the General Meeting of shareholders of 15 May 2020, for the 2020-2022 term, in accordance with art. 2389, paragraph 1 of the Italian Civil Code and equal to €60,000 per annum, unchanged compared to the one defined for the previous term of office.

In addition to the above, on 17 December 2020, the Board of Directors, on the recommendation of the Remuneration Committee and in consultation with the Board of Statutory Auditors, awarded further remuneration to the Chairwoman of the Board of Directors for the 2020-2022 term (pursuant to art. 2389, paragraph 3 of the Italian Civil Code). This additional remuneration is equal to €420,000 per year, unchanged from as defined for the previous term of office. No variable remuneration is envisaged.
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.

From 2021, as approved by the General Meeting of shareholders of 28 May 2021, the maximum ratio of variable to fixed remuneration is 2:1.

It is recalled that, also with reference to the CEO-GM, as part of prudent risk management, in compliance with the Group's Risk Appetite Framework, the increase of the incidence of the variable/fixed ratio to the limit of 2:1:
  1. favours a flexible cost structure that does not significantly affect the fixed component, in compliance with the principle of competitiveness without disregarding moderation;
  2. rewards the achievement of the Group's strategic objectives;
  3. ensures alignment with practices adopted in other peer companies.
 
The gross annual fixed remuneration, with reference to the 2020-2022 term, has not changed compared to the previous term of office and is therefore confirmed at €1,255,000, while the value of the overall incentive schemes (both short and medium-long term) cannot be more than twice the same fixed amount (maximum incidence 2:1 between variable and fixed remuneration).

In light of these elements, the following chart shows the CEO-GM Pay Mix for 2021, assuming over-achievement of results. It also illustrates the mix between the short-term and medium/long-term variable component, a specific focus on the timing of variable remuneration and a breakdown between the monetary and equity components:
 

CEO-GM PAY MIX IN CASE OF OVER-ACHIEVEMENT


illustrazione pay-mix ad-dg al massimo
This Pay Mix has been calculated on the basis of awards under the short and medium/long-term incentive schemes thus, in the event of over-achievement, considering the entire value of the "2021-2023 Performance Share LTIP" and the annualised value of the "Deliver 2022 LTIP".

The mix between the short-term and medium/long-term variable component, assuming over-achievement of results, foresees prevalence of the latter over the short-term.

With respect to the timing of recognition of variable remuneration awarded in 2021, less than 10% may be paid in 2022 in the case of over-achievement performance, while more than 90% may be paid between 2023 and 2029.

Also with reference to the over-achievement variable remuneration, as shown in the last chart, more than 2/3 may be paid in the form of shares.
 

VARIABLE REMUNERATION PAY-OUT FOR THE CEO-GM


remuneration  The structure of the payout over time involves the award of variable remuneration over a total period through to 2030, including performance, deferral and retention periods. Given the performance achieved, less than 10% of variable remuneration for 2021 will be effectively paid out in 2022, following approval of the financial statements for 2021, 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.
 

CONDITIONS AND PERFORMANCE TARGETS OF VARIABLE REMUNERATION FOR THE CEO-GM

condizioni e obiettivi di performance
On a general basis and for all the members of the Board of Directors, the General Meeting of shareholders held on 15 May 2020 determined - based on a proposal submitted by the Ministry of the Economy and Finance - the remuneration payable pursuant to art. 2389, paragraph 1 of the Italian Civil Code to members of the Board of Directors in office in the period 2020-2022, amount unchanged compared to the one defined for the previous term of office.
No attendance fees are currently payable for participation in Board of Directors’ meetings or Board Committees’ meetings.
On 10 June 2020, the Board of Directors, on the recommendation of the Remuneration Committee, determined the additional pay for Directors appointed as members of the Board Committees, depending on the role assigned.

In particular, Directors’ remuneration consists of a fixed component, determined by the General Meeting of shareholders and applicable for the full term of office. As indicated above, the General Meeting of shareholders held on 15 May 2020, with regard to the term of office 2020-2022, determined the remuneration payable pursuant to art. 2389, paragraph 1 of the Italian Civil Code as €40,000 per annum (confirming the values defined for the previous term of office). No variable remuneration is envisaged. These amounts and remuneration of the Board Committees listed below are pro-rated.
Directors are reimbursed for any out-of-pocket expenses incurred in carrying out their duties, within the limits established by the Board of Directors.

The additional remuneration for members of Board Committees, approved by the Board of Directors, in consultation with the Board of Statutory Auditors and the Remuneration Committee, was defined on 10 June 2020 and is indicated below.
 

REMUNERATION FOR PARTICIPATION IN BOARD COMMITTEES

compensi comitati endoconsiliari
The Statutory Auditors' remuneration is in no way linked to Poste Italiane's performance. The fees paid to Statutory Auditors consist solely of a fixed component, determined on the basis of the commitment required in order to carry out their duties.

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.
Statutory Auditors have the right to be reimbursed for any duly documented travel expenses incurred in carrying out their duties.
The term Key Management Personnel, 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.
 
KMP with particular responsibilities benefit from remuneration policies in line 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 ("MRTs")1.

 
ILLUSTRATION OF PAY-OUT IN FORM OF VARIABLE REMUNERATION FOR KMP

 

Furthermore, the KMP receive the Share Ownership Guidelines.

The performance targets for 2021 are linked to the objectives set in the new “2024 Sustain & Innovate” Strategic Plan. With regard to the “MBO” short-term incentive plan, the function specific targets are set out as follows:
  • economic-financial targets (e.g. the revenues of a business segment);
  • efficiency targets (e.g., connected to organisational and management efficiency);
  • project targets (e.g., implementation of a key project of the relevant function).
ESG objectives. They represent 2/3 targets differentiated by function to be identified within the KPIs of the Group's ESG strategy, summarised in 8 pillars, also on the basis of the results of the materiality analysis. The beneficiaries, by way of example but not limited to, may be assigned ESG KPIs related to Customer Experience, environmental sustainability and Diversity & Inclusion, also within the scope of the priorities that emerged from the materiality analysis.


 

SUMMARY OF THE PERFORMANCE TARGETS OF THE SHORT-TERM AND MEDIUM/LONG-TERM INCENTIVE SCHEMES 2021


MBO
 

Ref. Annex "Guidelines for BancoPosta RFC's remuneration and incentive policy for 2021"

Tables – CONSOB Form 7-bis1
TABLE 1: REMUNERATION PAID TO MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL

tabella remunerazione
 

1 The amounts included in the tables are computed on an accruals basis in respect of fixed remuneration and the short-term incentive scheme ("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 General Meeting of shareholders.

 

BOARD OF DIRECTORS

 

Name and

surname

or
category

 Position

Period
in office

Expiry
of term of
office  

 Fixed
pay 

Fee for
Board
Committee
membership 

Variable non-equity payments

 Benefits
in kind

Other
remuneration 

Total

Fair Value
of

equity-based
payments

Severance indemnity
payable at end of
term of office 
on termination of employment

           
Bonuses
and
other incentives
Profit sharing
         
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
1. Maria Bianca
Farina
Chairwoman 01/01/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €480,000      €2,822   €482,822    
(II) Remuneration
from subsidiaries
and associates
      1              
(llI) Total       €480,000     €2,822   €482,822    
Notes: 1 Remuneration payable for the role of Director and for specific positions held in Group companies, approved in accordance with art. 2389 of the Italian Civil Code, amounting to a total of €38,251, is paid entirely to Poste Italiane SpA.
 
2. Matteo
Del Fante
Chief Executive
Officer and
General Manager
01/01/2020 - 31/12/2020 appr. 2022
financial statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €1,255,0001   €95,464  €8,029   €1,358,493 €471,352  
(II) Remuneration
from subsidiaries
and associates
      2              
(llI) Total       €1,255,000     €95,464 €8,029   €1,358,493 €471,352  
Notes: 1 Of which €490,000 as Chief Executive Officer (consisting of €40,000 in compensation determined by the Annual General Meeting of shareholders in accordance with art. 2389, paragraph 1 of the Italian Civil Code and €450,000 in remuneration in accordance with art. 2389, paragraph 3 of the Italian Civil Code) and €765,000 as General Manager.
Remuneration payable for the role of Director and for specific positions held in Group companies, approved in accordance with art. 2389 of the Italian Civil Code, amounting to a total of €114,754, is paid entirely to Poste Italiane SpA.
 
3. Giovanni
Azzone
Director 01/01/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €40,000 €42,5001   €548   €83,048    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €42,500   €548   €83,048    
Notes: Of which €22,234 for membership (from 01/01/2020 to 14/05/2020) and for the office of Chairman (from 15/05/2020 to 31/12/2020) of the Remuneration Committee, of which €9,221 for membership in the Control, Risk and Sustainability Committee (from 01/01/2020 to 14/05/2020) and of which €11,045 for membership in the Nominations and Corporate Governance Committee (from 15/05/2020 to 31/12/2020).
 
4. Bernardo De Stasio Director 15/05/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €25,000 €48,4381       €73,438    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €25,000 €48,438       €73,438    
Notes: Of which €21,875 for the office of Chairman of the Control and Risk Committee, of which €15,625 for the office of Chairman of the Nominations and Corporate Governance Committee and of which €10,937 for membership in the Related and Connected Parties Committee.
 
5. Daniela Favrin Director 15/05/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €25,000 €26,5621     €342 €51,904    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €25,000 €26,5621     €342 €51,904    
Notes: Of which €15,625 for the office of Chairwoman of the Sustainability Committee and €10,937 for membership in the Remuneration Committee.
 
6. Davide Iacovoni Director 15/05/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €25,000 €26,5621       €51,5622    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €25,000 €26,562       €51,562    
Notes: Of which €15,625 for membership in the Control and Risk Committee and €10,937 for membership in the Sustainability Committee.
2 Paid to employer. 
 
7. Mimi
Kung
Director 01/01/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €40,000 €35,0001   €548   €75,548    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €35,000   €548    €75,548    
Notes: Of which €17,500 for membership in the Nominations and Corporate Governance Committee and €17,500 Related and Connected Parties Committee.
 
8. Elisabetta Lunati Director 15/05/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €25,000 €26,5621       €51,562    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €25,000 €26,562       €51,562    
Notes: Of which €15,625 for the office of Chairwoman of the Related and Connected Parties Committee and €10,937 for membership in the Remuneration Committee.
 
9. Roberto
Rossi
Director 01/01/2020 -
31/12/2020
appr. 2022
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €40,000 €42,5001       €82,500    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €42,500       €82,500    
Notes: Of which €25,000 for membership in the Control, Risk and Sustainability Committee (from 01/01/2020 to 14/05/2020) and Control and Risk Committee (from 15/05/2020 to 31/12/2020), €6,563 for membership in the Remuneration Committee (from 01/01/2020 to 14/05/2020) and €10,937 for membership in the Sustainability Committee (from 15/05/2020 to 31/12/2020).
 
10. Carlo Cerami Director 01/01/2020 -
15/05/2020
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €15,000 €15,9371   €166   €31,104    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €15,000 €15,937   €166   €31,104    
Notes: 1 Of which €9,375 for the office of Chairman of the Remuneration Committee and €6,562 for membership in the Related and Connected Parties Committee.
 
11. Antonella Guglielmetti Director 01/01/2020 -
15/05/2020
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €15,000  €19,6871       €34,687    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €15,000 €19,687       €34,687    
Notes: 1 Of which €13,125 for the office of Chairwoman of the Control, Risk and Sustainability Committee, €6,562 for membership in the Nominations and Corporate Governance Committee.
 
12. Francesca Isgrò Director 01/01/2020 -
15/05/2020
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
statements
      €15,000 €18,7501       €33,750    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €15,000 €18,750       €33,750    
Notes: 1 Of which €9,375 for the office of Chairwoman of the Related and Connected Parties Committee and €9,375 for membership in the Control, Risk and Sustainability Committee.
 
13. Roberto Rao Director 01/01/2020 -
15/05/2020
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €15,000   €15,9371 €166   €31,104     
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €15,000   €15,937 €166   €31,104    
Notes: 1 Of which €9,375 for the office of Chairman of the Nominations and Corporate Governance Committee and €6,562 for membership in the Related and Connected Parties Committee.
 

BOARD OF STATUTORY AUDITORS

 

Name and

surname

 Position

Period
in office

Expiry
of term of
office  

 Fixed
pay 

Fee for
Board
Committee
membership 

Variable non-equity payments

 Benefits
in kind

Other
remuneration 

Total

Fair Value
of

equity-based
payments

Severance indemnity
payable at end of
term of office 
on termination of employment

           
Bonuses
and
other incentives
Profit sharing
         
(A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8)
1. Mauro
Lonardo
Chairman of the
Board of Statutory Auditors
01/01/2020 -
31/12/2020
appr. 2021
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €80,000          €80,000    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €80,000         €80,000    
 
2. Anna Rosa
Adiutori
Standing
Auditor
01/01/2020 -
31/12/2020
appr. 2021
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €70,000          €70,000    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €70,000         €70,000    
 
3. Luigi
Borrè
Standing
Auditor
01/01/2020 -
31/12/2020
appr. 2021
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €70,000         €70,000    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €70,000         €70,000    
 
Key Management Personnel (13 resources1)                      
(I) Remuneration from company preparing financial statements        €4,623,250   €1,296,200 €156,325   €6,075,776 €1,812,118   
(II) Remuneration from subsidiaries and associates       2 3            
(llI) Total        €4,623,250   €1,296,200 €156,325    €6,075,776 €1,812,118   
Notes: 1 There is no requirement, under existing regulations, for disclosure on an individual basis, given that in 2020, none of the Key Management Personnel received higher total compensation than the CEO-GM. Key Management Personnel as at 31/12/2020 amounted to 12.
2 Remuneration payable for the role of Director and for specific positions held in Group companies, approved in accordance with art. 2389 of the Italian Civil Code, amounting to a total of €691,105, is paid entirely to Poste Italiane SpA.
3 Remuneration for membership in the Board committees of the Group companies, amounting to a total of €10,738, is paid entirely to Poste Italiane SpA.

Last update: April 29, 2021