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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.

The General Meeting of Shareholders held on 15 May 2020, approved the short-term equity-based incentive plan for 2020 for BancoPosta RFC’s Material Risk Takers (MBO 2020 STI Plan) 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 remuneration of the Chairperson of the Board of Directors consists of a fixed component, approved by the General Meeting of shareholders held on 15 May 2020 for the 2020-2022 term of office, in accordance with art. 2389, paragraph 1 of the Italian Civil Code and equal to €60,000 per annum.
 
The Board of Directors appointed for the 2020-2022 term shall determine the compensation pursuant to art. 2389, paragraph 3 of the Italian Civil Code, for the office of Chair of the Board of Directors. 
The General Meeting of shareholders held on 15 May 2020, with regard to the term of office 2020-2022, determined the compensation in accordance with art. 2389, paragraph 1 of the Italian Civil Code as € 40,000 per annum. There are no forms of variable remuneration.

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 the compensation pursuant to art. 2389, paragraph 3 of the Italian Civil Code, for the office of Chief Executive Officer.
In addition, the Board of Directors, on the recommendation of the Remuneration Committee, shall resolve on the remuneration for the General Manager.

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


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 amountpayable at the time of preparing this document, whilst awaiting approval of the Company’s financial statements by the General Meeting of shareholders.

 

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 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €480,000      €2,300   €482,300    
(II) Remuneration
from subsidiaries
and associates
      1              
(llI) Total       €480,000     €2,300   €482,300    
Notes: 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 €109,397 and paid entirely to Poste Italiane SpA.
 
2. Matteo
Del Fante
Chief Executive
Officer and
General Manager
01/01/2019 - 31/12/2019 appr. 2019
financial statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €1,255,0001   €168,435  €7,262   €1,430,697 €620,643  
(II) Remuneration
from subsidiaries
and associates
      2              
(llI) Total       €1,255,000    €168,435 €7,262   €1,430,697  €620,643  
Notes: Including €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 inaccordance 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 €300,000 and paid entirely to Poste Italiane SpA.
 
3. Giovanni
Azzone
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €42,5001   €443   €82,943    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €42,500   €443   €82,943    
Notes: Including €17,500 for membership of the Remuneration Committee and €25,000 for membership of the Control, Risk and Sustainability Committee.
 
4. Carlo
Cerami
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €42,5001   €443   €82,943    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €42,500   €443   €82,943    
Notes: Including €17,500 for membership of the Related and Connected Parties Committee and €25,000 as Chairman of the Remuneration Committee.
 
5. Antonella
Guglielmetti
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €52,5001       €92,500    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €52,500       €92,500    
Notes: Including €17,500 for membership of the Nominations and Corporate Governance Committee and €35,000 as Chairwoman of the Control, Risk and Sustainability Committee.
 
6. Francesca
Isgrò
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €50,0001       €90,000    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €50,000       €90,000    
Notes: Including €25,000 for membership of the Control, Risk and Sustainability Committee and €25,000 as Chairwoman of the Related and Connected Parties Committee.
 
7. Mimi
Kung
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €35,0001   €443    €75,443    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €35,000   €443    €75,443    
Notes: Including €17,500 for membership of the Nominations and Corporate Governance Committee and €17,500 for membership of the Related and Connected Parties Committee.
 
8. Roberto
Rao
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €42,5001   €443    €82,943    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €42,500   €443    €82,943    
Notes: Including €17,500 for membership of the Related and Connected Parties Committee and €25,000 as Chairman of the Nominations and Corporate Governance Committee.
 
9. Roberto
Rossi
Director 01/01/2019 -
31/12/2019
appr. 2019
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €40,000 €42,5001       €82,500    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €40,000 €42,500       €82,500    
Notes: Including €17,500 for membership of the Remuneration Committee and €25,000 for membership of the Control, Risk and Sustainability Committee.
 
Key Management
Personnel
(17 resources)1
                     
(I)
Remuneration
from company
preparing
financial
tatements
      €4,622,390   €2,899,106  €124,029   €7,645,525 €1,913,235 €1,616,922
(II) Remuneration
from subsidiaries
and associates
      2   3          
(llI) Total       €4,622,390   €2,899,106  €124,029   €7,645,525 €1,913,235 €1,616,922
Notes: There is no requirement, under existing regulations, for disclosure on an individual basis, given that in 2019, none of the Key Management Personnel received higher total compensation than the CEO-GM. Key Management Personnel as at 31/12/2019 amounted to 13.
Compensation paid for directorships and specific positions at Group companies, as defined by art. 2389 of the Italian Civil Code, amounting to a total of €683,805, is paid entirely to Poste Italiane SpA.
Compensation paid for membership of the board committees of Group companies, amounting to a total of €12,742, is paid entirely to Poste Italiane SpA.
 

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. Mauro
Leonardo
Chairman of the
Board of Statutory Auditors
01/01/2019 -
31/12/2019
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
29/05/2019 -
31/12/2019
appr. 2021
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €41,616          €41,616    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €41,616         €41,616    
 
3. Luigi
Borrè
Standing
Auditor
29/05/2019 -
31/12/2019
appr. 2021
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €41,616          €41,616    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €41,616         €41,616    
 
4. Alessia
Bastiani
Standing
Auditor
01/01/2019 -
28/05/2019
appr. 2018
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €28,384          €28,384    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €28,384         €28,384    
 
5. Maurizio
Bastoni
Standing
Auditor
01/01/2019 -
28/05/2019
appr. 2018
financial
statements
               
(I)
Remuneration
from company
preparing
financial
tatements
      €28,384          €28,384    
(II) Remuneration
from subsidiaries
and associates
                     
(llI) Total       €28,384         €28,384    








 

Last update: March 26, 2020

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