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For Poste Italiane, human capital has always been a distinctive and essential element for the creation of value and competitive advantage. The People strategy is developed on the basis of the six principles outlined below.
 

 




Innovation
Faced with constantly evolving scenarios, Poste Italiane experiments, transforms existing roles, creates new professional skills and fosters the cross-fertilisation of expertise with an organisational culture geared towards continuous change and innovation.

Merit and fairness
Indeed, recognising merit, along with fairness, is one of the cornerstones of the Group's human resources policies in terms of sustainable results, behaviour and respect for corporate values; the Group's Remuneration and Incentive Policies are also inspired by meritocracy and fairness, through structured, transparent and shared processes.

Trasparecy
Consistent with the principles of the Code of Ethics, compliance with rules, integrity of conduct, loyalty, honesty and clarity are essential values to ensure the proper functioning of organisational processes as well as the reputation and reliability of Poste Italiane.

Health and safety
Poste Italiane makes sure that protecting the health and safety its employees is at the centre of its work, while simultaneously ensuring constant dialogue with unions. The protection of occupational health and safety is a key value, which all people must be inspired by in carrying out their daily activities.

Inclusive well-being
The Group demonstrates its strong commitment to the protection and wellbeing of its people and the improvement of working conditions through a number of welfare initiatives, with interventions in favour of employees and their families in a growing logic of proximity and care personalisation.

Collaboration, trust, proximity
Teamwork is one of the drivers of widespread leadership, in which flexibility intersects with solidarity, and each individual's spirit of initiative is enhanced, rather than crushed, by structured Group processes.
The remuneration of the Chairperson of the Board of Directors consists of a fixed component, approved by the General Meeting of shareholders of 8 May 2023, for the 2023-2025 term, in accordance with art. 2389, paragraph 1 of the Italian Civil Code.

In addition to the above, on 28 June 2023, 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 Chairperson of the Board of Directors for the 2023-2025 term (pursuant to art. 2389, paragraph 3 of the Italian Civil Code). There are no forms of variable remuneration.
On 28 February 2024, the Board of Directors not only approved the re-organization of the top corporate governance positions but a reformulation of the CEO's remuneration. The remuneration was defined according to the principle of the constancy of company costs on fixed compensation maintained unchanged.
It should be noted that the CEO retains responsibility for the BancoPosta function, which remains under his control.

Therefore, the Chief Executive Officer continues to be included in the perimeter of Material Risk Takers within the scope of application of the “Guidelines for BancoPosta RFC's remuneration and incentive policy for 2024” and his remuneration structure maintains a cap on total variable remuneration based on a 2:1 ratio between the variable (both short and long term) and fixed component, in addition to deferral and retention periods.

The remuneration of the Chief Executive Officer includes a fixed component, a short-term variable component and a long-term variable component. In particular, with reference to variable incentive schemes, the amount that can be accrued may be a maximum of 71.71% of fixed remuneration for the short-term scheme, and 128.29% of fixed remuneration for the long-term scheme.

Finally, please note that the CEO may not be assigned one-off payments. 

 

CEO-GM PAY-MIX OF OVER-ACHIEVEMENT

 
illustrazione pay-mix ad-dg al massimo
 
 
 
The variable remuneration of the CEO consists of the short-term variable incentive scheme (“MBO” STI) and the 2024-2026 Performance Share LTIP. The “MBO” STI scheme rewards the achievement of targets on an annual basis, the “Performance Share LTIP” on a three-year basis.

The target level of share ownership guidelines for the CEO was raised to further strengthen alignment with long-term investor interests.

The structure of the payout over time involves the award of variable remuneration over a total period through to 2033, including performance, deferral and retention periods. In fact, given the performance achieved, less than 10% of newly-assigned variable remuneration for 2024 will be effectively paid out in 2025, following approval of the Financial statements for 2024 by the Shareholders’ Meeting, whilst the remaining portion is spread out over time. Each up-front and deferred component is subject to verification of BancoPosta RFC’s capital adequacy, liquidity and risk-adjusted earnings parameters.
 
 
 
 
SUMMARY OF SHORT-TERM AND LONG-TERM
INCENTIVE SCHEMES ASSIGNED IN 2024
remuneration
 
The remuneration strategy was developed over a multi-year period with a strong focus on long-term value creation, and it combines financial and non-financial objectives to support the company’s key strategic drivers.
On a general basis and for all the members of the Board of Directors, the General Meeting of shareholders held on 8 May 2023 determined the compensation payable to members of the Board of Directors in office in the period 2023-2025, as defined by art. 2389, paragraph 1 of the Italian Civil Code.
In particular, the remuneration of other Directors consists of a fixed component, by way of compensation, determined by the Shareholders’ Meeting and applicable for the full term of office. As indicated above, the General Meeting of shareholders held on 8 May 2023, with regard to the term of office 2023-2025, determined the remuneration payable pursuant to art. 2389, paragraph 1 of the Italian Civil Code.

The Board of Directors, upon the proposal of the Remuneration Committee and having heard the opinion of the Board of Statutory Auditors, in its meeting of 28 June 2023, determined the additional compensation for the Directors who have been appointed as members of the Board Committees, according to the office assigned. These compensations are defined in continuity with the previous term of office.
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 Shareholders’ Meeting held on 27 May 2022 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 2024. In the same meeting, the fees payable to the Chairperson and each standing Auditor of the Board were determined for each year in office, in continuity with the previous term of office.

No attendance fees are payable for participation in meetings.
The GM’s remuneration package includes a fixed component, a short-term variable component and a long-term variable component.

No additional remuneration or indemnities have been established for the role of General Manager.

In light of these elements, the following chart shows the General Manager Pay Mix, assuming the achievement of results at target level.

This Pay Mix has been calculated on the basis of awards under the short and long-term incentive schemes thus, in theevent of meeting the target, considering the entire value of the “2024-2026 Performance Share LTIP”.


PAY MIX IN CASE OF ACHIEVEMENT OF TARGET
 
GM PAY MIX IN CASE OF ACHIEVEMENT OF TARGET

 
The Board of Directors, at the recommendation of the Remuneration Committee, sets the performance targets linked to variable remuneration plans for the GM and assesses their achievement.

The “MBO” scheme for the General Manager envisages a hurdle condition represented by the “Poste Italiane Group's target EBIT”, as set in the budget, achievement of which enables the GM to access the bonus linked to achievement of the objectives assigned. The 2024 performance targets are set out in line with the guidelines of the new Strategic Plan, consistent with the respective areas of responsibility and are illustrated in the figure opposite. Payment is entirely in monetary form of 70% of the bonus accrued at the end of the performance period and the remaining 30% deferred by one year, in order to ensure a medium term focus as well.

The 2024-2026 long-term incentive plan, entirely in Poste Italiane shares, envisages the hurdle condition of the Poste Italiane Group's three-year cumulative EBIT, the achievement of which qualifies for the incentive.
As a general rule, the Company identifies Key Management Personnel as the heads of the functions reporting directly to the Chief Executive Officer and the General Manager of Poste Italiane S.p.A., who have the power and responsibility for the planning, management and control of the company's activities, in addition to the Head of Internal Control and the Manager responsible for financial reporting.

The gross annual fixed pay for KMP is aligned with the role held, the scope of the responsibilities assigned, the experience and skills required for each position, the degree of excellence demonstrated and the overall quality of the individual's contribution to the Company's performance, also taking into account specific market benchmarks.

Please recall that for KMP subject to specific supervisory regulations on remuneration, remuneration policies apply that are in line with the related statutory requirements and the provisions of the Group's Corporate Governance processes.

One of the new aspects for 2024 is that even for KMP that are not subject to specific supervisory regulations on remuneration, in order to ensure a focus on the medium term as well, the MBO system will be structured on the basis of the payment in monetary form of 70% of the bonus accrued at the end of the performance period and the remaining 30% deferred for one year, in the same way as for GM. For KMP subject to specific supervisory regulations on remuneration, the bonus payment is deferred over 3-5 years, partly in monetary form and partly in financial instruments.

The “2024-2026 Performance Share LTIP” for KMP involves the granting of rights to receive Poste Italiane ordinary Shares at the end of a three-year performance period. The maximum number of shares reflects the complexity and responsibilities involved in the beneficiary’s role and their strategic importance. Furthermore, the KMP receive the Share Ownership Guidelines.

The ILT and MBO plans have characteristics consistent with those of the CEO and GM aligned with the perimeter of responsibility and applied consistently with the guidelines of the Strategic Plan 2024-2028 "The Connecting Platform".
 
 

PAY-MIX  MEDIAN KMP  AT TARGET

 
PAY-MIX  MEDIAN DIRS AT TARGET
                                                  
 
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
 
Board of Directors

* 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 Shareholders’ Meeting.



Board of statutory auditors


Key management personnel

Last update: April 29, 2024