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Poste Italiane’s remuneration policies are designed to attract, motivate and retain high calibre professionals and management personnel capable of contributing to the achievement of the primary goals of delivering sustainable results over time and creating value for stakeholders.

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:
 

 
The remuneration policies are also structured 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 conduct 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:



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 remuneration of Directors without delegated powers consists of a fixed component, determined by the Annual General Meeting of shareholders and applicable for the full term of office. The Annual General Meeting of shareholders held on 27 April 2017, with regard to the term of office 2017-2019, determined the compensation payable pursuant to art. 2389, paragraph 1 of the Italian Civil Code as € 40,000 per annum. There are no forms of variable remuneration.
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:




The remuneration of the Chairwoman of the Board of Directors consists of a fixed component, approved by the General Meeting of shareholders in accordance with art. 2389, paragraph 1 of the Italian Civil Code and equal to € 60,000 per annum.
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.
The CEO-GM’s remuneration package includes a fixed component, a short-term variable component and a medium/long-term variable component.
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.
 
SUMMARY OF THE REMUNERATION POLICY FOR THE CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER IN 2019 
CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER




CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER






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;
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”

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








 

Last update: May 28, 2019

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