Remuneration Information • Mar 15, 2024
Remuneration Information
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Paola Bonomo
Chairwoman of the Nomination and Remuneration Committee
Dear Shareholders,
I am pleased to present, on behalf of the Nomination and Remuneration Committee of TIM, the Report on the remuneration policy for the year 2024 and on the compensation paid in 2023 to Directors, Statutory Auditors and Key Managers with Strategic Responsibilities (hereinafter also the "Report"), approved on March 6, 2024, by the Board of Directors.
The purpose of the document is to explain the elements of the remuneration policy for the year 2024 and the results of its implementation for the year 2023 in a transparent manner to all stakeholders.
Throughout 2023 and into the early months of 2024, following the results of the 2023 Shareholders' Meeting, the Board of Directors resolved to significantly step-up engagement efforts with principal shareholders, the market, and leading proxy advisors. The Committee's willingness to gather and evaluate feedback and insights from the market on remuneration policy demonstrates a commitment to constructive and open dialogue. This approach is marked by principles of symmetrical information, transparency, timeliness, integrity, and fairness.
The year 2023 represented a decisive turning point for the TIM Group, which met or exceeded the ambitious targets set for the year, meeting all the guidance communicated to the market for the second year running. Organic EBITDA at Group level grew by 5.7% year-on-year. In the Domestic business, service revenues recorded a positive growth rate in the last quarter of the year, reversing a five-year negative trend for the first time, and EBITDA was up for three consecutive quarters.
At the same time, significant negotiation work was carried out in parallel for the extraordinary delayering transaction, culminating on November 6, 2023, in the signing of the transaction agreement with KKR for the sale of the NetCo perimeter, and the work to separate the assets to be sold was started, without impacting the operations of the business and without the use of additional incentive instruments.
The Committee believes that the MBO achievement for 2023 appropriately compensates the CEO and management team for their performance in market leadership, enhanced operational efficiency, robust financial discipline, and prudent risk management. The alignment with "shareholder experience" throughout 2023 is further confirmed given that the performance of TIM shares surpassed that of the benchmarks.1
Once again this year, the Board of Directors did not make use of the option to depart from the current remuneration policy.
Among the medium-term outcomes of the Board and Committee's focus on social sustainability goals in recent years, which includes the use of remuneration policy as a tool, it is important to note that in September 2023 the Company achieved the Uni/PdR 125:2022 certification for equal opportunities.
1 Ordinary TIM: +36%; TIM savings: +45.4%; FTSE MIB: +28%; STOXX EU TLC: +3.8%.
The preparation for the 2024 policy, conducted as usual with support from the independent consultancy Mercer, considered benchmarks from national and international market practices, suggestions from proxy advisors, and, most importantly, feedback gathered during the engagement stages. Considering these factors, even with the current market value of the share, which may not permit the accumulation of a payout for the existing longterm incentive plan (Stock Option Plan 2022-24, also referred to as "SOP 2022-24"), the Committee and the Board have resolved that the appropriate course of action is the natural conclusion of the SOP. Vesting will occur upon the approval of the 2024 financial statements, and no further or additional long-term incentive schemes on top of the existing SOP are proposed.
In addition, with a separate resolution and with a view to complying with the most common market practices, the Committee and the Board propose the amendment of elements of the 2022-24 SOP that, in the opinion of some of the investors, may generate a payout risk deemed excessive in favour of the CEO and Key Managers with Strategic Responsibilities.
It will then be up to the Board to be elected by the Shareholders' Meeting of April 23, 2024 to assess, for the three-year period beginning in 2025, the most appropriate long-term incentive measures to be proposed to the Shareholders' Meeting, as part of an overall review of the remuneration policy that takes into account the Group's new perimeter, following the closing of the extraordinary transaction as per the agreement signed on November 6, 2023, a transaction that is expected to be completed in the summer of 2024.
In connection with the 2024-26 strategic plan, the short-term incentive (MBO) for the year 2024, which in its structure and articulation is substantially unchanged from the existing one, already incorporates as its contents and economic-financial objectives those of the first year of that plan, i.e. the first year of the "new TIM" focused on the three business areas Consumer, Enterprise and Brazil, and consequently directs management's efforts towards the sustainable success of the Group's new perimeter.
Exceptions to this are the targets for managers who will transfer to the new NetCo entity, which incorporate the targets for the development of the fixed network wholesale business and the roll-out of the fibre network, consistent with the commitments made in the National Recovery and Resilience Plan (NRRP).
The sustainability targets, which carry a 22% weight in the short-term incentive plan, have been reiterated for all managers.
In conclusion, the Committee believes that the annual remuneration policy proposed for 2024 is aligned with the interests of the Shareholders and adequately takes into consideration the results of the benchmark analyses performed, the policies of the main proxy advisors and the indications gathered during the engagement phase, while contributing to the pursuit of the business and sustainability objectives of the 2024-26 strategic plan. I would like to express my sincere gratitude to Directors Paola Camagni, Maurizio Carli, and Paola Sapienza for their unwavering commitment and for bringing to the Committee their wealth of professionalism and experience. I trust in your understanding and support of the choices we have made. Additionally, on behalf of the Board, I thank you in advance for the endorsement you will give to the remuneration policy for 2024.
March 6, 2024
Chairwoman of the Nomination and Remuneration Committee
This 2024 Report on the Remuneration Policy and Compensation Paid (the "Report"), approved by the Board of Directors at the proposal of the Committee, illustrates:
The Policy described in the first section refers to an annual period and has been prepared in line with the remuneration recommendations of the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana.
It is important to note that the current Board of Directors' term will conclude at the forthcoming Shareholders' Meeting, set for April 23, 2024. Subsequently, the newly appointed Board of Directors will have the duty of distributing the overall remuneration, as determined by the shareholders, among its members. This includes payment for participation in the internal committees. Additionally, the new Board will be charged with establishing the salaries for those directors appointed to the positions of Chairman and Chief Executive Officer.
The report is introduced by an Executive Summary which briefly outlines the pillars of the 2024 Remuneration Policy, the alignment of the Remuneration Policy with the corporate strategy and, finally, the trend of the shareholders' meeting voting results on Section I of the Remuneration Report over the last 5 years.
This Report is made available to the public so that the Shareholders' Meeting, called to approve the financial statements for FY 2023, may express its opinion on the first and second section, in accordance with the provisions of current legislation.
Below is a summary of the remuneration policy for 2024, formulated in accordance with the resolutions of shareholders from previous years and following the initial review by the Nomination and Remuneration Committee.
The process of formulating the Board of Directors' proposal for the 2024 policy featured a significant enhancement in the dialogue with long-term shareholders, institutional investors, and proxy advisors. The dialogue was deemed essential to fully comprehend the reasons behind the shareholders' dissent noted in 2023 and to formulate a proposal that aligns with the market's expectations of the Company.
This does not affect the rights of the incoming Board of Directors, which will assume its role at the forthcoming Shareholders' Meeting scheduled to approve the Financial Statements dated December 31, 2023. They will have the authority to set the pay for Directors in special positions and to distribute the overall remuneration approved by the shareholders for the entire board, subject to the endorsement of this policy by the Shareholders' Meeting.
TIM's Remuneration Policy supports the achievement of the objectives set out in the 2024-2026 Strategic Plan ("the Plan") and a focus on the different business sectors, promoting the alignment of management interests with the goals of creating value for shareholders and a sustainable success for the company in the long term. The remuneration structure provides for a balance between the monetary component of remuneration (fixed and variable remuneration) and the enhancement of the non-monetary component (benefits and welfare), with a view to pursuing sustainable results over time.
In 2023, the proposed policy was not approved by the Shareholders' Meeting; the Company therefore applied the remuneration policy approved at the previous Shareholders' Meeting in 2022.
The 2024 policy proposal is for the most part in continuity with that approved in 2022 and, as a result of listening to the requests expressed by shareholders, does not provide for any additional or supplementary instruments. The proposed changes relate exclusively to:
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The TIM remuneration policy is essentially divided into the following components:
the key elements of which are summarized below.
| Remuneration Element |
Aims and features | Description | Economic Value |
|---|---|---|---|
| Fixed Remuneration |
Appreciate the breadth and strategic nature of the role held, attract and retain resources of high managerial ability, anchoring value to the reference market. |
For 2024, the intention is confirmed of progressively aligning individual positions (commensurate with the responsibilities assigned, the role covered and the managerial ability) with market references, determined on the basis of periodic benchmarks, carried out with Peer Groups differentiated according to the role covered: • for the CEO, with a TLC Industry Peer Group and a FTSE MIB Peer Group • for the Chairman, the Board of Directors, the Board Committees and the Board of Statutory Auditors, with a FTSE MIB Peer Group that, in addition to that used for the CEO, also includes some financial companies • for Key Managers with Strategic Responsibilities, reference is made to the Korn Ferry remuneration surveys. |
Chairman: Chairman: €600,000 gross per year. CEO / General Manager: €1,400,000 gross per year. Key Managers with Strategic Responsibilities (KMSRs): commensurate with the role performed, with reference to the market median. |
| Short Term Variable Remuneration (MBO) |
Support achievement of annual company results, through the articulation of challenging, cross organizational objectives, ensuring medium to long-term sustainability and greater alignment between the interests of management and creating value for shareholders. The target value of the bonuses is commensurate with the fixed component, according to proportions that vary according to the role covered. |
Performance GATE: the EBITDA target is reaffirmed for the CEO, First Line (which includes Key Managers with Strategic Responsibility), and the rest of the management team. This target will serve as a 'Gate', applicable across the entire goal-setting framework. CEO/General Manager objectives • TIM ServCo Group pro-forma EBITDA (Gate) • TIM Group Equity Free Cash Flow • TIM Group Net Financial Position • TIM ServCo Services Revenues • ESG targets (Customer Satisfaction Index, Young Employee Engagement, Gender Pay Gap Middle Managers) KMSR Objectives: In addition to the economic-financial objectives consistent with the managed perimeter, there are specific objectives as well as the ESG (Customer Satisfaction Index, Young Employee Engagement, Gender Pay Gap Managers or Professionals) objective. |
Chairman: not specified. CEO / General Manager: gross value at target equal to 100% of Fixed Remuneration. DRS.: gross value at target equal to 50% of Fixed Remuneration. Payout levels: • Minimum: 50% of target • Target: 100% of target • Maximum: 150% of target Audit and Compliance: overcoming the previously envisaged payout demultiplier mechanism and introduction of a procedure to assess significant shortcomings resulting from audits, from the control system on financial reporting (Law 262/2005) and from the organizational and management model pursuant to Legislative Decree 231/2001. The shortcomings detected may result in the suspension/cancellation of the MBO bonus for the individuals involved. The procedure does not apply to the CEO. |
| Remuneration Element |
Aims and features | Description | Economic Value |
|---|---|---|---|
| Long term variable remuneration |
The long-term variable component of the remuneration is aimed at achieving alignment between the management's interests and those of shareholders in the long term, through participation in the business risk. |
For 2024, the Stock Option Plan 2022- 2024 is active (see Remuneration Report 2022). |
Chairman: not provided for CEO: options assigned to target 24,000,000 DRS.: options allocated to target up to a maximum of 6,250,000 |
| Severance and Non Competition |
It regulates the indemnity to be paid in the event of early termination of the directorship or termination of employment, in the absence of just cause for dismissal. |
The severance clause may be accompanied by a non-competition clause, depending on the importance and strategic nature of the role held, for a maximum period of one year calculated on the fixed remuneration. |
Chairman: not provided for Executive Directors: not exceeding 24 months' remuneration. DRS.: treatments envisaged by the law and the national collective employment agreement. |
| Clawback | 3 years of disbursements. | Contractual mechanism allowing for the recovery of variable remuneration in the event of wilful or grossly negligent conduct or in the event of an error in the formulation of the figure which has led to a restatement of the financial statements. It can be activated within |
It applies to all executive that qualify as beneficiaries of variable incentives. |
| Benefits and Welfare |
Services offered to all (welfare) or in relation to the role covered (benefits) that increase the well-being of the individual and his or her family in economic and social terms. |
Benefits and welfare services are defined in substantial continuity with last year's policy. |
Chairman: not provided for Chief Executive Officer/General Manager and KMSRs: beneficiaries, in the same way as the rest of management. |
Directors (with the exception of the CEO and including the President) and Statutory Auditors receive only fixed remuneration for their office, in addition to the reimbursement of expenses incurred in the performance of their duties. The Company is also covered by an occupational risk policy extended to all its Directors & Officers (including Statutory Auditors).
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The Strategic Plan targets stabilization and a return to growth in revenue and margins, despite an uncertain macroeconomic context showing a downturn in macroeconomic trends and an extremely competitive domestic telecommunications market, with one of the most stringent regulatory frameworks in Europe.
The 2024-2026 Plan evolves in line with its predecessor, charting the next stages of a journey towards creating value. It aims to capitalize on the accomplishments of the past two years, which include realigning priorities across each business unit, overhauling processes, and reclaiming a position of leadership.
The Plan outlines actions and strategic choices aimed at reducing debt in a sustainable way, by optimizing resource use and enforcing financial discipline, as well as by continuing the "deferment" strategy initiated at the Capital Market Day on July 7, 2022.
The objective is to establish a revitalized TIM, underpinned by robust industrial and technological bases, and capable of sustainably generating cash flow and value through the growth contribution from the Enterprise sector and TIM Brasil, which are the Group's development engines, and the transformation and efficiency enhancement initiatives within operational processes.
The strategy also recognizes fresh opportunities within the consumer sector, aiming for the company's expansion into neighbouring markets. This will capitalize on innovative partnerships, offering advantages to customers and opening up new avenues for revenue generation.
In this context, the remuneration policy supports the achievement of the guidelines defined in the Corporate Strategic Plan, promoting, through the balancing and selection of performance parameters of the incentive systems, the alignment of management's interests with the goals of creating value for the shareholders and ensuring sustainable business success from a medium/long-term perspective.
The Committee assures that the objectives assigned to the CEO and management correctly record the medium/long-term priorities defined by the Board of Directors and contained in the Strategic Plan, in particular with regards to the delayering model. In relation to the annual timeframe, the Committee has envisaged maintaining an articulated, balanced framework of complementary objectives, aiming on the one hand to guarantee business profitability and the implementation of the country's digitization and, on the other, to optimize the strategic nature of customers and employees.
The Company's growing commitment to sustainability issues has been consistently applied in the remuneration policy of the last few years: the presence of targets linked to the impact of the company's activities on the environment, customer satisfaction and employee engagement in the incentive systems has been confirmed for 2024, together with the goal of reducing the gender pay gap.
Below are the results of the votes on the Remuneration Report – Section I, in 2019 - 2023, calculated on the shares for which a vote was cast.
| Shares for which a vote was cast | ||||
|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 |
| 67,01% | 65,09% | 58,84% | 57,76% | 53,39% |
In 2023, the proposed policy was not approved by the Shareholders' Meeting. In 2023, the Company therefore applied the remuneration policy approved at the previous Shareholders' Meeting in 2022.
The outcome of the 2023 shareholders' meeting vote prompted the convening of an extraordinary board meeting on May 4, 2023, to examine the shareholders' meeting results. The Appointments and Remuneration Committee convened meetings to facilitate this analysis and to enact the recommendations provided by the Board on 26 April and May 8, 2023.
TIM has always considered dialogue with the main recipients of the Remuneration Policy to be extremely important in order to achieve constant improvement through the adoption of market best practices and the incorporation of indications from its shareholders and proxy advisors.
In relation to this last point, a series of post-meeting engagement meetings with the market was undertaken in May-June 2023, aimed at listening to the reasons for the dissent expressed on both Section I and Section II of the 2023 Report.
A second series of consultation meetings with shareholders, encompassing key stakeholders and proxy advisors, occurred from January to February 2024. The purpose was to ensure a precise interpretation of the feedback obtained and to integrate any additional recommendations and directives necessary for finalizing the Remuneration Policy for the year 2024.
The eleven meetings held in the two phases made it possible to listen to a total of 43.4% of TIM's shareholder structure as of January 2024, plus the main proxy advisors.
The feedback received is primarily reflected in the fact that no additional or supplementary long-term incentive measures were proposed to the existing ones. In addition, again based on the comments and suggestions gathered, the rationale behind the remuneration benchmarks used was better highlighted, and the information on remuneration paid was even better detailed.
The Policy on the remuneration of the members of the Board of Directors, the members of the control body (Board of Statutory Auditors) as well as the General Manager and other Key Managers with Strategic Responsibilities, is defined in accordance with the provisions of the law and the Articles of Association.
The remuneration Policy is approved by the Board, at the proposal of the nomination and remuneration Committee, and is submitted to the Shareholders' Meeting, which, as of 2020, is required to express its opinion on the matter with a binding vote, at the intervals required by its duration and in any case at least every three years, or in the event of changes.
To this end, the remuneration Policy is illustrated in the first section of the "Report on remuneration policy and remuneration paid", which must be made available to the public for the 21 days preceding the date of the annual shareholders' meeting called to approve the financial statements for the year (Article 123-ter, subsection 1, of Legislative Decree no. 58/1998, Consolidated Law on Finance or "CLF").
TIM values dialogue with its shareholders and institutional investors on remuneration issues, aware of the importance of involving shareholders both in defining and verifying the implementation of the Policy for the Remuneration of Directors and Key Managers with Strategic Responsibilities.
TIM's engagement policy, adopted on December 16, 2020, includes the following guiding principles:
The analysis of the vote at the shareholders' meeting is of particular importance. As previously mentioned, this has resulted in the arrangement of meetings to discuss remuneration policy as soon as the second quarter of 2023.
The remuneration policy involves the following bodies.
In order to ensure that the decisions taken regarding remuneration are appropriately investigated, the Board of Directors avails itself of the support of the nomination and remuneration Committee.
For the composition, specific activities and operating procedures of the Committee, please refer to the provisions of its Rules of Procedure, available at www.gruppotim.it About Us section, Governance Tools-Regulations channel.
Below is the cycle of activities that have characterized the Committee's work during 2023 and during the first months of 2024:
The Board of Statutory Auditors expresses the opinions required by current legislation on the proposed remuneration of Executive Directors holding specific offices. In accordance with the Company's Corporate Governance Principles, it also expresses its opinion on the remuneration of the Heads of Control Departments, which is determined by the Board of Directors based on the opinion of the Control and Risk Committee.
In accordance with the provisions of Article 123-ter, subsection 3-bis of the CLF, in the presence of exceptional circumstances that may compromise the long-term interests of Company sustainability as a whole or to ensure its ability to stay on the market, TIM reserves the right to temporarily derogate from the remuneration Policy last approved by shareholders as described below.
The elements of the remuneration Policy subject to possible waiver are the short and long-term variable components.
It is possible to provide for:
The nomination and remuneration Committee, in cases where it deems it necessary to start the derogation procedure, shall launch an investigation in order to provide the Board of Directors with in-depth indications on the reasons for starting this process and on the consequent impacts.
Any deviations will be approved by the Board of Directors, on the proposal of the Committee, by means of a reasoned resolution and in accordance with TIM's Procedure on performing related party transactions. In particular, the investigation must demonstrate that the waiver procedure is based on the principles of fairness and the Company's interest.
The TIM Group's remuneration Policy is designed to support the achievement of the objectives set out in the Company's Strategic Plan, while ensuring the company's competitiveness on the labour market and its ability to attract, retain and motivate personnel.
It is important to note that the current Board of Directors will conclude their term at the Shareholders' Meeting convened to approve the Financial Statements for the year ending December 31, 2023. The incoming Board of Directors will be tasked with setting the pay for Directors occupying particular roles, as well as distributing the total remuneration determined by the Shareholders' Meeting for the entire Board of Directors.
In this scenario, it is anticipated that the CEO will use the remuneration policy for 2022 as a reference point for their pay. This can be modified in accordance with the strategic challenges and the skills and experience profile of the individual appointed to the role, while also considering remuneration benchmarks. Similarly, we will likely carry on the same for the Chairman of the Board of Directors.
The remuneration structure for both the CEO and the Key Managers with Strategic Responsibilities ensures a suitable balance between fixed and variable components.
The 2024 remuneration policy aims to:
Definition of the policy is supported by the analysis of market practices in terms of both remuneration levels and the composition of remuneration packages, taking as reference both companies in the Telco sector at an international level (peer Group Industry TLC) and Italian companies comparable in terms of size and/or stock market capitalization (peer Group FTSE MIB).
More specifically, the peer groups defined at the beginning of the Board's term of office represent a panel of companies against which TIM has been positioned on the basis of multiple dimensions, so as to take into account the impact of six parameters expressing both dimensional and managerial complexity, and strategic and stakeholder relationship management complexity. TIM fell significantly below the median only with regard to one of the six parameters, market capitalization.
• Strategic and stakeholder relationship management complexity:
Tim's positioning by Strategic Complexity and Stakeholder Relations Source: advisor Mercer Below is the list of companies preselected to form the peer groups, which has been carried over from previous years with the exception of removing companies that are no longer listed.
For the future, following the expected closing in the summer of 2024 of the extraordinary transaction involving the TIM Group perimeter, the Committee recommends the redefinition of the peer groups to be taken as reference for the remuneration policy.
With regard to the role of CEO, the FTSE MIB peer group represents a benchmark for the value and structure of the remuneration package offered; the Industry TLC peer group qualitatively supplements the comparisons with regard to both the structure and characteristics of the short- and long-term remuneration systems and the evaluation of pay for performance.
With regard to the role of Chairman of the Board of Directors, the comparability of the governance systems adopted by the different companies was the main criterion used to define the peer group; the focus, therefore, was on the Italian market. The analysis carried out has also led to considering financial companies – whose Chairman's remuneration is not subject to sectoral constraints – which are comparable to TIM in terms of governance complexity.
For Key Managers with Strategic Responsibilities, reference is made to the Korn Ferry remuneration surveys, taking into account in particular the market for Top Executives in Europe, reviewing and updating the data annually on the basis of new information.
After illustrating the mechanisms for implementation of market remuneration benchmarks, the components of individual remuneration are analysed below:
The integration of the various components allows the company to appropriately balance the monetary and nonmonetary tools, with the aim of increasing the satisfaction of recipients at a sustainable cost.
With respect to management, the breadth and strategic nature of the role is measured through internationally recognized and certified position evaluation systems. TIM verifies its remuneration positioning annually through market benchmarks that analyse the national and international context.
The need to ensure economically sustainable business management determines the selectivity of salary increases, which – in continuity with the previous year – will concern cases of high-quality resources and misalignment with the reference market.
For 2024, orientation to gradually align individual positioning to market practices is confirmed in different ways, focusing – in the cases of high seniority resources, strong market exposure, relevance of the position held and strategic know-how - also concerning Key Managers with Strategic Responsibilities – on the average values of the reference market.
In line with the company's current orientations, a special focus on Millennials and the gender pay gap is confirmed.
The 2024 Short-Term Variable Incentive System is in substantial continuity with previous years, with some refinements described below:
The set of objectives breaks down as follow:
For the CEO and First line, including Key Managers with Strategic Responsibilities, TIM ServCo Group's proforma EBITDA objective is the Gate objective.
The other macro-economic objectives are Equity Free Cash Flow, Group Net Financial Position and TIM ServCo Service Revenues. The set of department objectives is consistent with the perimeters managed.
For the head of Chief Network Operations & Wholesale Office, there are both an EBITDA (Gate) objective and economic and functional objectives specific to the perimeter of reference.
Finally, three sustainability objectives are confirmed with an overall weight of 22%.
The payout scale used to determine the accrual of the target-related bonus has been confirmed and is uniform for all recipients:
Each target is measured individually, so different combinations of target achievement levels are possible.
The clawback clause will also apply to all executives who are beneficiaries of the short-term management incentive (MBO) scheme.
In order to strengthen Management culture and sensitivity for the Company's internal control and risk management issues, a procedure had already been introduced for assessing significant shortcomings resulting from audits, the control system on financial reporting pursuant to Law 262/2005 and the organizational and management model pursuant to Legislative Decree 231/2001.
Following approval of the 2024 remuneration policy, upon the occurrence of significant shortcomings, this procedure will establish the partial or total suspension of the MBO bonus for those involved (with the exception of the CEO), assessment of the implementation of remedial actions within the deadlines indicated by the Control Departments, and following this, total or partial disbursement or final cancellation of the amount previously suspended. Within the scope of auditing, significant deficiencies are characterized as those pertaining to design and/or operational shortcomings that have a substantial effect on the performance of TIM's SCIGR, denoted by an impact rating of R3 (significant) or R4 (severe) (within a four-tier scale that extends from R1 – marginal impact, to R4 – severe impact). This applies to Key Managers with Strategic Responsibilities, with the exception of the Chief Executive Officer, and to all other managers covered by the incentive scheme.
Also in 2024, the possibility is envisaged for executives to opt between paying the accrued bonus on a payroll and paying the amount – all or part of it – to the Fontedir supplementary pension fund, thereby benefiting from more favourable contribution treatment, at no additional cost to the Company.
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Additionally, the Company retains the right to award one-time bonuses to managers, excluding Key Managers with Strategic Responsibilities, for exceptional effort and outstanding performance not previously compensated by the MBO system.
For 2024, the long-term variable remuneration consists of the 2022-2024 Stock Option Plan.
With a view to continuous improvement and listening to the suggestions that have emerged from the dialogue with stakeholders, the Company's Board of Directors has seen fit to propose to the Shareholders' Meeting convened for April 23, 2024
For further details, including on the impact of these changes, please refer to the appropriate explanatory report available at www.gruppotim.it/assemblea.
Below is the link to the duly amended 2022-2024 Stock Option Plan Information Document.
With the involvement of the Chief Financial Office, the Committee defined the qualifying criteria for the identification of non-recurring events to be taken into account in the standardization of the objectives set under the short- and long-term incentive schemes.
In the final accounting phase, the value objectives are restated pro-forma due to the impacts linked to changes in the consolidation area, changes to accounting standards and rates of exchange in order to pursue the managerial significance of the comparison between the target and the final balance. In addition, the non-recurring items identified in the Group's Financial Statements are assessed by the NRC according to the following qualifying criteria:
In the light of best practices regarding "Termination Provisions" for the office as Director of Executive Directors, it is company policy that the severance indemnity, in the event of early termination without just cause, is equal to the compensation that would have been paid at the end of the mandate, with a maximum of 24 months of remuneration. For the whole of the company management team, including Key Managers with Strategic Responsibilities, severance payment packages established by law and the National Collective Employment Agreement are provided for, with a maximum of 24 additional monthly payments.
It will also be the responsibility of the Chief Executive Officer to identify the resources that – due to the relevance and strategic nature of the role covered – may be subject to a non-competition agreement, for a maximum period of one year calculated on the fixed remuneration.
Since 2016, a contractual clawback mechanism has been in place which allows the recovery of variable remuneration. The clawback clause may be activated in the three years after the disbursement of payments in cases where said disbursement occurs following wilful misconduct or gross negligence on the part of the executives concerned or in the case of an error in the formulation of the data, which resulted in the restatement of the Financial Statements.
The clawback clause will also apply to all executives who are beneficiaries of the short- and long-term management incentive (MBO) scheme.
The benefits and welfare area are the non-monetary element of remuneration. In particular:
The remuneration package for the Chairman consists of only the fixed component; below is a description of the remuneration package assigned to the Chairman, as determined by the Board of Directors on April 28, 2021, on the proposal and with the approval of the nomination and remuneration Committee.
Subject to the powers of the new Board of Directors to be appointed at the Shareholders' Meeting on April 23, 2024, which will set the salaries for Directors in special roles, the plan is to maintain a consistent approach to remuneration. This will be based on the framework established in the 2022 remuneration policy,
which may be modified in relation to the skills/experience profile of the person who will be called upon to take the position, taking into account remuneration benchmarks.
The fixed remuneration for the duties of Chairman is set at the gross sum of 600,000 euros per annum. The Chairman does not receive any remuneration for the office of Director or his membership of the Sustainability Committee (pursuant to Art. 2389, subsection 1 of the Italian Civil Code).
The Chairman is not entitled to any form of variable remuneration, either short or long term.
There is no severance payment planned.
The Chairman is not a recipient of benefits but receives reimbursement of expenses incurred in the performance of his duties, in accordance with the Bylaws.
The pay mix for 2024 is shown below:
A description of the remuneration package of the Chief Executive Officer and General Manager in office on the date of approval of this report, whose structure was established by the Board of Directors on January 21, 2022 (on the proposal and approval of the nomination and remuneration Committee) with reference to the position of General Manager and office of Chief Executive Officer, is provided below.
Notwithstanding the powers of the new Board of Directors, set to be appointed at the Shareholders' Meeting on April 23, 2024, which include setting the remuneration for Directors with specific roles, the Chief Executive Officer is expected to receive a consistent salary. This will be based on the remuneration framework established by the 2022 remuneration policy, subject to adjustments in line with the strategic challenges and the skills/experience profile of the appointee, while also considering remuneration benchmarks.
The fixed remuneration for the Chief Executive Officer is set at a gross annual amount of 1,400,000 euros, divided between the remuneration for the executive position (1,300,000 euros) and the remuneration for the office of Chief Executive Officer (100,000 euros).
The Chief Executive Officer does not receive remuneration for the office of Board Director, nor as a member of Committees, if any (art. 2389 subsection 1 of the Italian Civil Code).
For each financial year, the Chief Executive Officer is assigned a short-term variable component (MBO), linked to the achievement of objectives set annually by the Board of Directors, corresponding to a target of 100% of his fixed remuneration (1,400,000 euros); each objective is measured individually, with a parametric scale as described in the paragraph "Short-term Incentive System".
The Board of Directors decided on the following incentive objectives for the 2024 MBO, as proposed by the Nomination and Remuneration Committee and in line with the overall architecture of the plan:
| Objectives | Weight | Min vs Tgt | Target | Max vs Tgt |
|---|---|---|---|---|
| TIM ServCo Group pro-forma EBITDA (GATE) | 30% | -5% | Budget | +5% |
| TIM Group Equity Free Cash Flow | 23% | -359% | Budget | +359% |
| Tim Group Net Financial Position | 15% | +10% | Budget | -10% |
| TIM ServCo Group Service Revenues | -2% | Budget | +2% | |
| ESG KPI's: | ||||
| o Customer Satisfaction Index (10%) |
22% | -1% | Target | +1.9% |
| o Young Employee Engagement Domestic Servco (6%) |
-1pp | Target | +2pp | |
| o Gender Pay Gap - Middle Managers Domestic Servco (6%) |
-0.5pp | Target | +0.5pp |
With respect to the architecture of previous years, the EBITDA indicator remains the gate to the entire incentive system. Each target is measured individually, so different combinations of target achievement levels are possible. The 2024/2026 budget and plan were prepared considering a pro forma estimate of Revenues, Opex and Capex, taking into account the current perimeter split agreement between the two entities.
The 2024 Equity Free Cash Flow indicator considers the cumulative effects of the current structure of the TIM Group until the Closing and the ServCo New TIM from the Closing until December 31, 2024.
The Net Financial Position represents the situation as of December 31 and, in 2024, assumes that the Closing has precisely occurred on June 30.
The Chief Executive Officer is a beneficiary of the 2022-2024 Stock Option Plan described within the 2022 Report on Remuneration. Despite the strike price set for these stock options being an especially ambitious target given the prevailing market conditions, the 2024 policy does not propose any additional long-term incentive schemes.
With a view to continuous improvement and listening to the suggestions that have emerged from the dialogue with stakeholders, the Company's Board of Directors has seen fit to propose to the Shareholders' Meeting convened for April 23, 2024
For further details, including on the impact of these changes, please refer to the appropriate explanatory report available at www.gruppotim.it/assemblea.
Below is the link to the duly amended 2022-2024 Stock Option Plan Information Document.
In accordance with the policy, if Directorship should terminate without just cause or resignation for just cause prior to its natural expiry, or in the event of a change of control (i.e. any extraordinary transaction that entails a change in the control of the Company pursuant to Article 2359 of the Italian Civil Code), an indemnity equal to the remuneration due for the office until the mandate's natural expiry, with a maximum of 24 months' salary (calculated as the sum of the fixed component and the MBO) is payable.
With respect to termination of the employment contract by the Company in the absence of just cause or resignation for just cause or in a change of control (i.e. any extraordinary operation that entails a change in control of the Company pursuant to Article 2359 of the Italian Civil Code), severance indemnity established by law and by the Collective Employment Agreement, with recognition of an additional 24 months' pay is established.
A clawback clause shall apply to the variable component of remuneration, as per policy.
In relation to the managerial role, the Chief Executive Officer enjoys the benefits specified for the management of the Company (health insurance cover through the TIM Group Executive supplementary healthcare assistance; supplementary pension cover through membership of the TIM Group Executive complementary pension fund; insurance cover for work-related and non-work-related accidents, life and invalidity benefit due to illness; a company car for mixed use; check-up). The "professional risk policy" taken out by the Company and covering all Directors & Officers also applies to the Chief Executive Officer. In addition, housing costs at the place of work will be covered for the entire duration of the contract.
The pay mix for 2024 is shown below. The percentages indicated alternatively assume the disbursement of the minimum, target and maximum value for both the short-term incentive scheme – MBO – and the long-term incentive scheme. For the Stock Option Plan, the option rights were valued annually based on the fair value of the share on May 4, 20221 .
1 Fair value of €0.02 as at May 4, 2022, the date on which TIM's Board of Directors resolved to launch the plan, following approval by the Shareholders' Meeting of April 7, 2022.
The following are the names of Key Managers with Strategic Responsibilities in the period 2023-2024:
| Directors: | |
|---|---|
| Pietro Labriola | Managing Director and Chief Executive Officer of TIM S.p.A.25 General Manager |
| Managers: | |
| Adrian Calaza Noia | Chief Financial Office 1 |
| Paolo Chiriotti | Chief Human Resources & Organization Office 2 |
| Simone De Rose | Procurement & Logistics 3 |
| Alberto Mario Griselli | Diretor Presidente of TIM S.A. |
| Massimo Mancini | Chief Enterprise Market Office 4 |
| Giovanni Gionata Massimiliano Moglia | Chief Regulatory Affairs Office 5 |
| Agostino Nuzzolo | Legal & Tax 6 |
| Claudio Ongaro | Chief Strategy, Business Development & Wholebuy Office 7 |
| Elisabetta Romano | Chief Network, Operations & Wholesale Office |
| Andrea Rossini | Chief Consumer, Small & Medium and Mobile Wholesale Market Office |
| Eugenio Santagata | Chief Public Affairs & Security Office 8 |
| Elio Schiavo | Chief Enterprise and Innovative Solutions Office |
The structure of the compensation package for Key Managers with Strategic Responsibilities, excluding the Chief Executive Officer, for 2024, is as follows:
The guideline for 2024 is to keep remuneration in line with market median, with selective criteria for adjusting fixed remuneration.
The annual incentive plan for 2024, with a target pay opportunity equal to 50% of fixed remuneration, is in line with those of past years, save a few changes outline below:
7
1Interim Head of Administration, Finance & Control of the Chief Network, Operations & Wholesale Office Division from November 24, 2023
2InterimHead of Human Resources & Organization of the Chief Network, Operations & Wholesale Office Division from November 24, 2023 3InterimHead of Procurement of the Chief Network, Operations & Wholesale Office Division from November 24, 2023
4 To March 6, 2024
5InterimHead of Regulatory Affairs of the Chief Network, Operations & Wholesale Office Division from November 24, 2023
6InterimHead of Legal & Tax of the Chief Network, Operations & Wholesale Office Division from November 24, 2023
Interim Head of Strategy & Business Development of the Chief Network, Operations & Wholesale Office Division from November 24, 2023
8InterimHead of Public Affairs & Security of the Chief Network, Operations & Wholesale Office Division from November 24, 2023
Below are the reference objectives diagrams:
| Objectives | Weight | |
|---|---|---|
| TIM ServCo Group EBITDA proforma (GATE) |
25% | TIM NETCO EBITDA |
| ESG KPI's: -Customer Satisfaction Index (10%) -Young Employee Engagement Domestic ServCo (6%) Gender Pay Gap - Middle Managers Domestic Servco (6%) |
22% | ESG KPI's: Domestic NetCo (6%) |
| Objectives | Weight | Objectives | Weight |
|---|---|---|---|
| TIM ServCo Group EBITDA | TIM NETCO EBITDA | ||
| proforma (GATE) | 25% | proforma (GATE) | 25% |
| TIM Group Equity Free Cash Flow | 23% | PNRR 1G - # of household | 23% |
| Segment EBITDA | 15% | Wholesale Total Revenues | 15% |
| Segment Total Revenues | 15% | FTTH Roll out - # of UIT | 15% |
| ESG KPI's: -Customer Satisfaction Index (10%) -Young Employee Engagement Domestic ServCo (6%) Gender Pay Gap - Middle Managers Domestic |
22% | ESG KPI's: -Customer Satisfaction Index (10%) -Young Employee Engagement Domestic NetCo (6%) -Gender Pay Gap – Professional Middle Managers Domestic NetCo (6%) |
22% |
| Objectives | Weight | |
|---|---|---|
| TIM ServCo Group EBITDA proforma (GATE) |
25% | TIM ServCo Group EBITDA |
| Segment Service Revenues | 15% | |
| ESG KPI's: -Customer Satisfaction Index (10%) -Young Employee Engagement Domestic ServCo (6%) -Gender Pay Gap - Middle Managers Domestic Servco (6%) |
22% | ESG KPI's: (6%) |
| Objectives | Weight | Objectives | Weight |
|---|---|---|---|
| TIM ServCo Group EBITDA proforma (GATE) |
25% | TIM ServCo Group EBITDA proforma (GATE) |
25% |
| TIM Group Equity Free Cash Flow | 23% | TIM Group Equity Free Cash Flow | 33% |
| Segment EBITDA | 15% | Function specific targets | 20% |
| Segment Service Revenues | 15% | ||
| ESG KPI's: -Customer Satisfaction Index (10%) -Young Employee Engagement Domestic ServCo (6%) -Gender Pay Gap - Middle Managers |
22% | ESG KPI's: -Customer Satisfaction Index (10%) -Young Employee Engagement Domestic ServCo (6%) -Gender Pay Gap - Middle Managers Domestic Servco (6%) |
22% |
Each objective is measured individually, with a parametric scale as described in the section "Short-term Incentive System".
Key Managers with Strategic Responsibilities are beneficiaries of the Stock Option Plan for 2022-2024, as detailed in the Remuneration Report for 2022. Despite the strike price set for these stock options being an especially ambitious target given the prevailing market conditions, the 2024 policy does not propose any additional longterm incentive schemes.
With a view to continuous improvement and listening to the suggestions that have emerged from the dialogue with stakeholders, the Company's Board of Directors has seen fit to propose to the Shareholders' Meeting convened for April 23, 2024
For further details, including on the impact of these changes, please refer to the appropriate explanatory report available at www.gruppotim.it/assemblea.
Below is the link to the duly amended 2022-2024 Stock Option Plan Information Document.
The treatments applicable under the law and the Collective Employment Agreement are provided for. The additional allowances provided may not exceed 24 months' salary (calculated as the sum of the gross annual pay and MBO).
If employment should terminate without a just cause for dismissal or – for certain resources – in a change of control (i.e. any extraordinary operation entailing a change in the control of the Company pursuant to Article 2359 of the Italian Civil Code), the Chief Executive Officer shall be responsible for identifying the resources that – due to their importance and strategic nature – may receive severance pay, which may be associated with a non-competition agreement, depending on the importance and strategic nature of the role held, for a maximum period of one year calculated on the fixed remuneration.
Benefits are granted similar to those provided for all other company managers: company car for mixed use, insurance policies (workplace/non workplace accidents, life and invalidity caused by illness), complementary health insurance cover, complementary pension fund and check-up. Where envisaged, the rental service is activated directly by the Company. The "professional risk policy" taken out by the Company and applicable to Directors & Officers also applies to Key Managers with Strategic Responsibilities.
Awarding bonuses that are not linked to performance conditions (short-term or long-term incentive scheme) is excluded.
.
The percentages indicated for 2024 alternatively assume the disbursement of the minimum, target and maximum value for both the short-term incentive scheme – MBO – and the long-term incentive schemes. For the Stock Option Plan, the option rights were valued annually based on the fair value of the share on May 4, 20221
1 Fair value of €0.02 as at May 4, 2022, the date on which TIM's Board of Directors resolved to launch the plan, following approval by the Shareholders' Meeting of April 7, 2022.
With regard to the executive responsible for preparing the corporate accounting documents, the incentive mechanisms are those adopted for all Key Managers with Strategic Responsibilities, as illustrated above.
This section describes the remuneration measures for the members of the Board of Directors, the Board of Statutory Auditors and the Key Managers with Strategic Responsibilities in 2023.
It is confirmed that in 2023 compensation was paid in line with the 2023 Remuneration Policy.
Below are the results of the votes on the Remuneration Report – Section II, in 2020 - 2023, calculated on the shares for which a vote was cast.
The work of the Nomination and Remuneration Committee, as well as the Board of Directors, in reviewing the findings of the Shareholders' Meeting, as outlined in the Executive Summary, also encompassed the results of the non-binding vote on Section II. Furthermore, in the engagement sessions conducted in May-June 2023 and January-February 2024, the committee delved into stakeholder expectations concerning the methods and granularity of reporting on remuneration paid.
The overall annual remuneration of the Board of Directors pursuant to art. 2389 subsection 1 of the Italian Civil Code was established by the Shareholders' Meeting on March 31, 2021, as a maximum of 2,200,000 euros gross.
The Board of Directors' meeting of April 28, 2021, allocated this total remuneration by assigning a fixed amount of 100,000 euros gross per annum to each Director. There is no remuneration linked to the company results, nor any severance pay. Except for the Chairman and Chief Executive Officer, whose remuneration is structured differently, as detailed in the following paragraphs.
The additional remuneration for directors who are members of board committees is shown below:
Members: € 30,000
| Salvatore Rossi (C) | ||||||
|---|---|---|---|---|---|---|
| Paola Camagni | ||||||
| Cristiana Falcone | ||||||
| Federico Ferro Luzzi | ||||||
| Paola Sapienza | ||||||
| Remuneration: 30,000 euros | per each member (the |
Chairman of the Board of Directors does not receive remuneration)
| Federico Ferro Luzzi (C) |
|---|
| Paolo Boccardelli |
| Paola Bonomo |
| Marella Moretti |
| Ilaria Romagnoli |
| Remuneration: Chairman: € 65,000 Members: € 45,000 |
| Paola Bonomo (C) |
|---|
| Paola Camagni |
| Maurizio Carli |
| Paola Sapienza |
| Remuneration: |
| Chairwoman: € 40,000 |
| Paolo Boccardelli (C) | |
|---|---|
| Maurizio Carli | |
| Cristiana Falcone | |
| Marella Moretti | |
| Ilaria Romagnoli | |
| Remuneration: Chairman: € 40,000 |
Members: € 30,000
Directors who do not hold specific offices are not entitled to receive variable remuneration or the allocation of benefits, without prejudice to reimbursement of expenses incurred in the performance of their office. The detailed analysis of the remuneration received individually by the Directors is shown in Table 1 in the second part of this section.
At its meeting on November 26, 2021, the Company's Board of Directors resolved to appoint a Lead Independent Director, with the powers set out in Corporate Governance Code of Borsa Italiana, calling upon Paola Sapienza to take on this role.
In the subsequent meeting of December 17, 2021, the Board of Directors resolved to grant the Lead Independent Director an additional remuneration of 45,000 euros gross per annum. Following the communication by Sapienza of her wish to waive this remuneration, on November 9, 2022, the Board of Directors revoked the resolution granting it.
The remuneration of Statutory Auditors valid for the full term of office (until approval of the financial statements for the year 2023) was established by the Shareholders' Meeting of March 31, 2021, as 135,000 euros gross per year for the Chairman of the Board of Statutory Auditors and 95,000 euros gross per year for each standing Auditor. Moreover, the Statutory Auditor Anna Doro receives – as a member of the Supervisory Body – additional remuneration of 15,000 euros gross per year.
| Francesco Fallacara (C) |
|---|
| Angelo Rocco Bonissoni |
| Francesca di Donato |
| Anna Doro |
| Massimo Gambini |
Statutory auditors do not receive variable remuneration or benefits but receive reimbursement of expenses incurred in the performance of their duties.
The detailed analysis of the remuneration received individually by the Statutory Auditors is shown in Table 1 in the second part of this section.
On April 1, 2021, the Board of Directors appointed Salvatore Rossi as Chairman of the Board of Directors. As at the date of publication of this Report, the only powers attributed to the Chairman are those resulting from law, the Bylaws and the Company's corporate governance documents. In this period, his compensation package was as follows:
The detailed analysis of the remuneration received is shown in Table 1 of the second part of this section.
The position of Chief Executive Officer and General Manager was held, for the entire year, by Pietro Labriola. The composition of the compensation package resolved by the Board of Directors on January 21, 2022 in continuity with what has already been paid to the former CEO, provide for a total annual fixed gross amount of 1,400,000 euros, divided into 1,300,000 euros as Gross Annual Remuneration for the employment salary and 100,000 euros as gross remuneration for the office of Chief Executive Officer pursuant to Article 2389, subsection 3, of the Italian Civil Code.
Moreover, as further remuneration pursuant to Art. 2389 subsection 3 of the Italian Civil Code, Pietro Labriola was the beneficiary of an MBO with a target amount of 1,400,000 euros gross.
The table below illustrates in detail the degree of achievement of the objectives for the 2023 MBO short-term variable component compared with the references assigned.
| Values in € millions | 2023 RESTATED OBJECTIVE LEVELS |
FINAL FIGURES | |||||
|---|---|---|---|---|---|---|---|
| OBJECTIVE | WEIG HT |
Min Payout 50% |
Target Payout 100% |
Max Payout 150% |
Result 2023 |
% achievement |
Weighted Score |
| TIM Group Ebitda GATE (1) | 30% | 5,488 | 5,777 | 6,066 | 5,710 | 88% | 27% |
| TIM Group Equity Free Cash Flow | 23% | 190 | 216 | 242 | 763 | 150% | 35% |
| TIM Group Net Financial Position | 15% | 26,947 | 26,290 | 25,633 | 25,656 | 148% | 22% |
| TIM Group Service Revenues | 10% | 14,652 | 14,951 | 15,250 | 14,953 | 100% | 10% |
| ESG indicators: a) Customer Satisfaction Index (10%) b) Young Employee Engagement (6%) c) Gender Pay Gap - Middle managers domestic core (6%) |
22% | (a) 75.29 b) 76 c) -4% |
(a) 76.03 b) 77 c) -3.5% |
(a) 77.51 b) 78 c) -3% |
(a) 74.19 b) 77 c) -1.6% |
a) 0% b) 100% c) 150% |
15% |
(1) The Gate represents a condition for accessing the bonus linked to all the objectives rewarded. 108%
The guidance provided to the market on Revenues and EBITDA for the year, consistent with the budget targets, was not changed during the year. In particular, it should be noted that the communicated guidance for EBITDA (mid-single digit growth) reflected a more challenging target than the guidance for the same parameter adopted by major European Telco incumbents. Thus, the actual MBO appears to be consistent with the expected results and the contents of the guidance.
Business-related targets were met, in some cases slightly exceeded, despite the additional managerial effort required by the negotiation activities with counterparties for the extraordinary delayering operation and for the worksites initiated for the Separation.
The value objectives were determined based on the impacts linked to changes in the consolidation area, rates of exchange in order to pursue the managerial significance of the comparison between the target and the final balance. Following an evaluation by the Appointments and Remuneration Committee, in accordance with the current remuneration policy, a single adjustment was made, pertaining to the fine levied by the AGCM. This adjustment was based on the judgement delivered on July 25, 2023, by the Council of State, which overturned a prior ruling of the Regional Administrative Court that had favoured the telecommunications operators. The Council of State upheld the legitimacy of the original sanction imposed by the AGCM in January 2020 during the I820 investigation.
According to the percentage of achievement stated above, the Chief Executive Officer accrued a bonus for the 2023 short-term variable component in the amount of Euro 1,512,000 gross, corresponding to 108% of the target value.
With respect to the 2022-2024 SOP Plan, Pietro Labriola was granted the right to receive 24,000,000 options at target level as at December 31, 2023. Based on the level of achievement of the three-year performance indicators, this number may decrease or increase up to a maximum of 26,400,000 shares. The strike price for the year of option rights was set at €0.4240 (for the proposed amendments to the Plan at the April 23, 2024 Shareholders' Meeting, please refer to the appropriate explanatory report, available on the Company's website at www.gruppotim.it/assemblea).
Concerning the TIM S.A. ("TIM Brasil") Long Term Incentive Plans, in July 2022, Pietro Labriola received 1,326,374 shares of TIM Brasil (as detailed in Table 3, Section II of the 2023 Remuneration Report, which covers the Long Term Incentive 2018-2020 with grants from 2019 and 2020, and the Long Term Incentive 2021-2023 with the grant from 2021 – the "Brazilian LTIs"). These shares had a market value of R\$ 22,950,160.89 (equivalent to €4,275,922.88), from which TIM Brasil, acting as the tax withholding agent, deducted taxes amounting to R\$ 5,737,540.22 (€1,068,980.72).
The above shares were vested in 2022 based on TIM Brasil performance. The Board of Directors of TIM Brasil held on January 31, 2022, approved the remuneration for relinquishing the term of office of Diretor Presidente of TIM Brasil by Pietro Labriola, with early termination of the employment contract with TIM Brasil.
The contractual and economic benefits granted to Pietro Labriola are consistent with the Group's remuneration policies.
Taking into account Pietro Labriola's tax residency in Italy as of February 2022, regarding the taxable value of TIM Brasil shares received (to which no tax relief has been applied), it became essential to settle Italian tax liabilities. These, after deducting the taxes already paid in Brazil, totalled €881,358.36. In accordance with the contractual agreement between Pietro Labriola and Tim Brasil, consistent with the tax protection principle envisaged by Group policies, the Brazilian company was obligated to reimburse all due Italian taxes.
Consequently, in July 2023, Pietro Labriola received a transfer in Italy from TIM Brasil totalling €1,213,546.48. This sum corresponds to the gross amount of €1,618,061.97, calculated to offset the impact of Italian taxes and guarantee a net amount of €881,358.36. From this, Brazilian taxes at 25%, amounting to €404,515.49, were subtracted.
Furthermore, in December 2023, Pietro Labriola was reimbursed for tax assistance services, totalling €12,688. This covered tax advice for the 2023 income declaration relating to the year 2022, as well as matters concerning the reimbursement of excess taxes paid in Italy.
All of the above amounts were processed and certified by the Italian tax consultancy firm that assisted Pietro Labriola and, on the TIM Brasil side, by a tax consultancy firm specialising in the Brazilian market.
Regarding the 'non-monetary benefits' entry (column 4 of Table 1), it should be noted that these figures represent supplementary pension contributions, healthcare benefits, company car and mobile phone provisions, and reimbursements for travel expenses, amounting to an annual total of €50,473.56. Of this sum, the majority –43,328 – pertains to pension contributions and welfare assistance.
In the 2023 financial year, the proportion between fixed and variable remuneration, within the total remuneration of the Chief Executive Officer – net of the amount recognized by the subsidiary TIM Brasil for the different Italian tax treatment of the Brazilian LTIs payment – was 46% (fixed/total) and 54% (variable/total) as shown in Table 1 (column 8) of the second part of this section.
The detailed analysis of the remuneration received is shown in Table 1 of the second part of this section.
The fixed remuneration of the Key Managers with Strategic Responsibilities comprised the gross annual remuneration in relation to the employment contract. The actions taken in 2023 were consistent with those set out in the remuneration policy for the year.
In line with the provisions of the 2023 remuneration policy, the Key Managers with Strategic Responsibilities were the beneficiaries of an MBO short-term variable component, the first three objectives of which were the same as those assigned to the Chief Executive Officer but with different weights.
| OBJECTIVE | WEIGHT Commer cial First Line (1) |
WEIG HT Opera tions First Line |
WEIGHT Other Depart ments First Line |
Min Payout 50% |
Target Payout 100% |
Max Payout 150% |
|---|---|---|---|---|---|---|
| TIM Group Ebitda GATE (1) | 25% | 25% | 25% | 5,488 | 5,777 | 6,066 |
| TIM Group Equity Free Cash Flow | 23% | 23% | 33% | 190 | 216 | 242 |
| ESG indicators: a) Customer Satisfaction Index (10%) (1) b) Young Employee Engagement (6%) c) Gender Pay Gap - Middle managers domestic core (6%) |
22% | 22% | 22% | (a) 75.29 b) 76 c) -4% |
(a) 76.03 b) 77 c) -3.5% |
(a) 77.51 b) 78 c) -3% |
| Segment Ebitda CC EC |
15% | - | - | 3,536 1185 |
3,722 1247 |
3,909 1,310 |
| Segment Service Revenues CC CE (1) |
15% | - | 5,027 2,747 |
5,129 2,803 |
5,232 2,859 |
|
| Department objectives(1) | - | 30% | 20% |
(1) For Level II Reports concerning Key Managers with Strategic Responsibilities, the TIM Group Ebitda (Gate) target carries a weight of 20%. Additionally, the ESG Indicator encompasses the CSI Enterprise with a minimum target of 78.17, a set target of 78.72, and a maximum of 81.05. Meanwhile, the Service Revenue target for the segment holds a weight of 20%.
The table below sets out the average payout for the 2023 MBO short-term variable component for those who qualified as Key Managers with Strategic Responsibilities in 2023, compared with the average values for those who qualified as such in previous financial years.
| 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | |
|---|---|---|---|---|---|---|---|---|
| Average Payout | 107% | 142% | * | 91% | 102% | * | 107% | 95% |
(*) In view of the failure to reach the TIM Group EBITDA objective at the minimum level (95% of the budget target), as a condition of access to all other objectives, the entire MBO measure has been cancelled.
The business-related targets were achieved, in some cases slightly exceeded, despite the additional managerial effort required by the negotiation activities with counterparties for the extraordinary delayering transaction and for the sites started for the Separation, and without the use of additional incentive instruments.
An analytical breakdown of the remuneration received by Key Managers with Strategic Responsibilities in 2023 is provided in Table 1 in the second part of this section.
* * *
It is confirmed that, in 2023, there was compliance with the remuneration policy in force with regard to the one-off bonus, benefits and severance agreements, with reference to contractual compensation such as indemnities paid in the period.
Throughout the year, bonuses totalling EUR 500,000.00 were disbursed solely for recruitment obligations (as detailed in column 4 of Table 3B), and since there were no mutual terminations, no recognized severance payments are to be reported in Table 1.
* * *
Regarding the First Incentive Cycle 2020-2022 of the Long-Term Incentive Plan 2020-2022, the 2,943,350 shares for attraction/retention that accrued to the benefit of Key Managers with Strategic Responsibilities (as detailed in Section II of the 2023 Remuneration Report) were allocated in March 2023. The corresponding taxable value was then calculated and included in their respective payslips for April 2023.
Regarding the Second Incentive Cycle for 2021-2023, which is part of the Long Term Incentive Plan for 2020-2022, it is important to note that the determination of the performance indicators related to this cycle will be contingent upon approval by the Board of Directors of TIM S.p.A. on March 6, 2024.
Valuation at December 31, 2023 of the gate to accessing maturity of the performance shares is below the value of the share at the Plan start-up: The inability to meet the Gate condition results in the loss of 6,534,265 Performance Shares at target. However, for Key Managers with Strategic Responsibilities who are still employed by TIM as of December 31, 2023, the right to receive 2,108,480 Attraction/Retention Shares is preserved. This is contingent upon meeting the bonus/malus factor associated with two ESG objectives: the percentage growth in renewable energy and the increase in female managers.
It is important to highlight that the existing long-term incentive scheme, the 2022-2024 SOP Plan (which is elaborated upon further below), does not include the allocation of any instruments unrelated to performance. Consequently, the Attraction/Retention Share allocation associated with the second phase of the 2020-2022 Long-Term Incentive Plan represents the final distribution of financial benefits of the "restricted" variety to recipients—those benefits being solely contingent upon the duration of service. No vesting of non-performance-related shares or stock options is planned for the coming years.
To replace the third cycle of the 2020-2022 Long Term Incentive Plan, the TIM Board of Directors of May 4, 2022, launched the 2022-2024 SOP Plan, approved by the Shareholders' Meeting of April 7, 2022.
With regard to the 2022-2024 SOP Plan, Key Managers with Strategic Responsibilities were granted a total of 62,500,000 options at target level as at December 31, 2023. Based on the level of achievement of the three-year performance indicators, this number may decrease or increase up to a maximum of 68,750,000 shares. The strike price for the exercise of the option rights was set at €0.4240, which continues to be a challenging target.
The detailed analysis of the plans is shown in the tables of the incentive plans in the second part of this section. In the 2023 financial year, the percentage of fixed compensation out of the total remuneration of Key Managers with Strategic Responsibilities was 51% as shown in Table 1 (column 8) of the second part of this section.
In 2023, for the second year running, the Company chose not to utilise the option to initiate the waiver procedure as outlined in the existing Remuneration Policy.
The table below compares, for the last five financial years, the annual change in the remuneration of the Chairman, the Chief Executive Officer, and the average remuneration, calculated on a full-time equivalent basis, of employees (excluding the Chief Executive Officer). The amounts also include variable remuneration (if any).
| TIM S.p.A. | 2023 | % Change |
2022 | % Chan ge |
2021 | % Chan ge |
2020 | % Chan ge |
2019 |
|---|---|---|---|---|---|---|---|---|---|
| Amounts expressed in thousands of euros | |||||||||
| Chairman's Remuneration (1) | 600 | 0% | 600 | 0% | 600 | 0% | 600 | 0% | 600 |
| Chief Executive Officer's Remuneration | 2,915 | -10% | 3,355 | 161% 1,284 | -53% 2,759 | -7% 2,972 | |||
| Average remuneration of employees | 41.7 | -0.10% | 41.8 1.50% | 41.2 2.00% | 40.4 1.00% | 40.2 | |||
| Ratio of CEO remuneration to average employee remuneration |
70x | 80x | 31x | 68x | 74x |
(1) In 2019 the Chairman Salvatore Rossi held the office for the period 21.10 – 31.12.
| PERFORMANCE TIM Group (IFRS 16) |
2023 | % Change | 2022 | % Change | 2021 |
|---|---|---|---|---|---|
| EBITDA Organic After Lease | 5,304 | +6.1% | 4,995 | -10.6% | |
| Equity Free Cash Flow After Lease | (64) | (26) | 62 | ||
| Adjusted Net Debt AL variation (% YoY) | +1.7% | +14% | -5.5% | ||
| Adjusted Net Debt AL/ Organic EBITDA AL | 3.8x | 4.0x | 3.3x |
As of December 31, 2023, the TIM Group's organic EBITDA after lease costs rose by 6.1% compared to the previous year, due to stronger revenue performance in the domestic market, which saw a 0.6% year-on-year increase, marking a 6.1 percentage point enhancement in the trend from the prior year. This was also supported by a significant containment and transformation of the cost base, which remained stable despite the challenging inflationary context. Equity free cash flow stood at 0.8 billion euros (0.6 billion euros in 2022).
Equity free cash flow on an after-lease basis was almost nil, at -64 million euros (cash reduction), in line with the previous year (-26 million euros).
Net debt after Lease (net of leases) amounted to 20,349 million euros at December 31, 2023, an increase of 334 million euros compared to December 31, 2022 (20,015 million euros), as a result net of the positive operational dynamics which were counteracted by the needs of financial and fiscal management and the payment of dividends in Brazil. As a result, the leverage ratio (Net Debt AL / Organic EBITDA AL ratio) stood at 3.8 x.
for every 100€ invested on January 1, 2023
The remuneration due to all the individuals who, in FY 2023 or a part thereof, held the position of member of the management and control body, General Manager or Executive with Strategic Responsibilities (for this last category the information is shown in aggregate form) are shown below.
In particular:
• The 'Fixed Remuneration' column displays the fixed allowances and salaries paid to the employee before deductions for social security and taxes.
• The column "Fees for Participation in Committees" reflects, on an accrual basis and possibly as a total sum, the remuneration awarded to Directors for their involvement in Committees. The note specifies the committees that the director belongs to and, should they participate in multiple committees, details the remuneration received for each.
• The "Non-equity Variable Compensation" column, listed under "Bonuses and Other Incentives", encompasses the accrued portions of compensation for the year – pertaining to objectives met within that year – even if these amounts have not yet been disbursed, in relation to cash incentive schemes. This value corresponds to the sum of the amounts shown in Table 3B. No figures are shown for 'Profit-sharing', as there are no profit-sharing arrangements.
• The 'Non-cash Benefits' column displays the value of taxable fringe benefits, which encompasses any insurance policies and supplementary pension funds.
• The column titled "Fair Value of Equity Compensation" displays the fair value at the grant date for the year's equity compensation related to equity-based incentive plans, estimated in compliance with international accounting standards.
• The column "Indemnities for termination of office or termination of employment" displays the accrued severance payments, whether paid or not, to directors for the cessation of their duties during the financial year under review, pertaining to the financial year in which the actual cessation of duties took place. The estimated value of any non-monetary benefit payments, the sums of any consultancy agreements, and compensation related to the acceptance of non-compete obligations must also be disclosed.
(in thousands of euros)
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No tes |
Name and surname |
Position | Period of office (dd.mm) |
Expiry of term of office (mm.yy) |
Fixed comp ensati on |
Compen sation for involvem ent in committ ees |
Variable remuneration non-equity Bonuses and other incentive s |
Profit sharing |
Non mone tary benefi ts |
Other compensa tion |
Fair Value of compens ation equity |
TOTAL | Proporti on betwee n fixed and variable remune ration (1) |
Compen sation for loss of office or terminati on of employ ment |
| 1 | Salvatore Rossi |
Chairman | 01.01 31.12 |
12.23 | 600 | 600 | ||||||||
| 2 | Pietro Labriola |
Chief Executive Officer Manager General |
01.01 31.12 |
12.23 | 1,403 | 1,512 | 50 | 1,631(2) | 180 | 4,776 | 46% - 54% | |||
| 3 | Paolo Boccardelli |
Director | 01.01 31.12 |
12.23 | 100 | 85 | 185 | |||||||
| 4 | Paola Bonomo | Director | 01.01 31.12 |
12.23 | 100 | 85 | 185 | |||||||
| 5 | Paola Camagni |
Director | 01.01 31.12 |
12.23 | 100 | 60 | 160 | |||||||
| 6 | Maurizio Carli |
Director | 01.01 31.12 |
12.23 | 100 | 60 | 160 | |||||||
| 7 | Arnaud Roy de Puyfontaine |
Director | 01.01 16.01 |
12.23 | 4 | 4 | ||||||||
| 8 | Cristiana Falcone |
Director | 01.01 31.12 |
12.23 | 100 | 60 | 160 | |||||||
| 9 | Federico Ferro Luzzi |
Director | 01.01 31.12 |
12.23 | 100 | 95 | 195 | |||||||
| 10 | Giulio Gallazzi |
Director | 01.01 31.12 |
12.23 | 100 | = | 100 | |||||||
| 11 | Giovanni Gorno Tempini |
Director | 01.01 31.12 |
12.23 | 100 | = | 100 | |||||||
| 12 | Marella Moretti |
Director | 01.01 31.12 |
12.23 | 100 | 75 | 175 | |||||||
| 13 | Ilaria Romagnoli |
Director | 01.01 31.12 |
12.23 | 100 | 75 | 175 | |||||||
| 14 | Alessandro Pansa |
Director | 14.06 31.12 |
12.23 | 55 | 55 | ||||||||
| 15 | Paola Sapienza |
Director | 01.01 31.12 |
12.23 | 100 | 60 | 160 | |||||||
| 16 | Massimo Sarmi |
Director | 01.01 31.12 |
12.23 | 100 | = | 180 | 280 | ||||||
| Overall BoD (a) | 3,262 | 655 | 1,512 | 50 | 1,811 | 180 | 7,470 |
(1) Remuneration proportion: fixed out of total = columns (1+2+4+5)/7; variables on total = columns (3+6)/7. The percentage shown for Pietro Labriola does not take into account the amount referring to the refund recognized by the subsidiary TIM Brasil for the different Italian tax treatment of the Brazilian LTIs payment.
(2) As already described in this Section under the paragraph "Chief Executive Officer and General Manager (Pietro Labriola)", the amount of Euro 1,630,749.97 corresponds to the reimbursement paid by TIM Brasil to Pietro Labriola following the application of the tax protection principle envisaged by Group policies (Euro 1,618,061.97) and the tax advice received (Euro 12,688) with respect to the remuneration received by the same for the allocation of the vested shares of the Brazilian LTI Plan (2019, 2020 and 2021 grants)
(in thousands of euros)
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Name and surname |
Position | Period of office (dd.mm) |
Expiry of term of office (mm.yy) |
Fixed comp ensati on |
Compen sation for involvem ent in committ ees |
Variable remuneration non-equity Bonuses and other incentive s |
Profit sharing |
Non mone tary benefi ts |
Other compens ation |
Fair Value of compensa tion equity |
TOTAL | Proporti on betwee n fixed and variable remune ration |
Compen sation for loss of office or terminati on of employ ment |
| 17 | Francesco Fallacara |
Chairman | 01.01 31.12 |
12.23 | 135 | 48 | 183 | |||||||
| 18 | Rocco Angelo Bonissoni |
Statutory Auditor Actual |
01.01 31.12 |
12.23 | 95 | 95 | ||||||||
| 19 | Francesca di Donato |
Statutory Auditor Actual |
01.01 31.12 |
12.23 | 95 | 32 | 127 | |||||||
| 20 | Anna Doro |
Standing Auditor |
01.01 31.12 |
12.23 | 95 | 15 | 110 | |||||||
| 21 | Massimo Gambini |
Statutory Auditor Actual |
01.01 31.12 |
12.23 | 95 | 95 | ||||||||
| Overall Board of Statutory Auditors (b) | 515 | 95 | 610 |
(in thousands of euros)
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Name and surname |
Position | Period of office (dd.mm) |
Expiry of term of office (mm.yy) |
Fixed comp ensati on |
Compen sation for involvem ent in committ ees |
Variable remuneration non-equity Bonuses and other incentive s |
Profit sharing |
Non mone tary benefi ts |
Other compensati on |
Fair Value of compe nsation equity |
TOTAL | Proportio n between fixed and variable remuner ation (2) |
Comp ensati on for loss of office or termi nation of emplo yment |
| statements | Remuneration in the company drawing up the financial | 5,511 | 3,384 | 268 | - | 2,058 | 11,221 51% - 49% | |||||||
| Remuneration from subsidiaries (3) | 640 (4) |
717 (5) |
187 | 300 (6) |
1,844 | 45% - 55% | ||||||||
| Total Key Managers with Strategic Responsibilities (c) | 6,151 | 4,101 | 268 | 187 | 2,358 | 13,065 50% -50% |
| TOTAL REMUNERATION PAID (a+b+c) | 9,928 | 655 | 5,613 | 318 | 2,093 | 2,538 | 21,145 |
|---|---|---|---|---|---|---|---|
(1) The remuneration refers to all the individuals who held the position of Key Managers with Strategic Responsibilities during the 2023 financial year (12 managers).
(2) Remuneration proportion: fixed out of total = columns (1+2+4+5)/7; variable out of total = columns (3+6)/7.
(3) The column "Other compensation" shows the remuneration received as members of the corporate bodies of Group companies.
(4) The amount referring to the local work contract has been converted at the average exchange rate for 2023 at 12/31/2023 (Real/€ 5.40158).
(5) This amount refers to MBO (pre-closing March 8, 2024), converted into euros at the exchange rate at 03/07/2024 (Real/ € 5.4).
(6) This amount refers to the equity compensation of local incentive plans based on financial instruments converted at the average exchange rate for 2023 at 12/31/2023 (Real/€ 5.40158).
col. 1 The amount refers to the remuneration pursuant to article 2389 subsection 3 of the Italian Civil Code received for serving as Chairman for the period 01/01 - 31/12/2023. The Chairman does not receive remuneration for the office of Director or for his membership of the Sustainability Committee (pursuant to Article 2389 subsection 1 of the Italian Civil Code).
col. 6 This amount refers to the remuneration received as a member of the Board of Directors.
col. 7 The amount refers to remuneration received as member of the Control and Risk Committee (€/000 45), Chairman of the Related Parties Committee (€/000 10) and member of the Related Parties Committee (€/000 30).
col. 1 This amount refers to the remuneration received as a member of the Board of Directors.
col. 1 This amount refers to the remuneration as a member of the Board of Directors.
col. 5 The amount refers to remuneration received as Chairman (€000 150) and member of the Related Party Committee (€000 30) of the subsidiary FiberCop S.p.A.
col. 1 This amount refers to the remuneration received as Standing Auditor.
The table below presents the Long-Term Incentive Plans, detailing the aggregate number of shares granted or assignable to Key Managers with Strategic Responsibilities. This includes all individuals who occupied the aforementioned roles during the year, even if only for part of the year. The Chief Executive Officer and General Manager has not been assigned any share-based Long-Term Incentive Plans.
In particular:
DATE 12/31/2023
| Nome e Cognome Carica |
Piano | precedenti non vested nel corso |
Strumenti finanziari attribuiti negli esercizi dell'esercizio |
Strumenti finanziari attribuiti nel corso dell'esercizio |
Strumenti finanziari vested nel corso dell'esercizio e non attribuiti |
Strumenti finanziari vested nel corso dell'esercizio e attribuibili |
Strumenti finanziari di competenza dell'esercizio |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Numero Azioni |
Periodo di vesting |
Numero Azioni |
Fair value alla data di attribuzione |
Periodo di vesting |
Data di attribuzion e |
Prezzo di mercato all'attribuzio ne (euro) |
Numero Azioni |
Numero Azioni |
Valore alla data di maturazione |
Fair value | ||
| Dirigenti con responsabilità strategiche (nelle società che redige il bilancio) |
Long Term Incentive 2021-2023 |
Non sono presenti azioni precedentemente assegnate per le quali il periodo di vesting risulti concluso prima del 2023 |
6.534.265 (1) | 2.108.480 (2) | 1.661.939 | 664.776 | ||||||
| Totale | 6.534.265 | 2.108.480 1.661.939 | ||||||||||
| Dirigenti con responsabilità strategiche (nelle |
Long Term Incentive 2021-2023 Grant 2022 |
226.751 (3) | 3 anni | 112.223 (4) | R\$ 13,47 | (26/04/2023) R\$ 1.621.146 | ||||||
| società controllate e collegate) |
Long Term Incentive 2021-2023 Grant 2023 |
323.969 | R\$ 4.083.333,52 3 anni | 31/07/2023 R\$ 12,6041 | R\$ 1.115.274 | |||||||
| Totale | 226.751 | 323.969 | ||||||||||
| Totale complessivo | 226.751 | 323.969 | 6.534.265 | 2.108.480 1.661.939 |
(1) Performance Shares with target forfeited due to non-achievement of the Gate condition of the 2021-2023 LTI Plan.
The table below presents the variable monetary incentives planned for the Chief Executive Officer and General Manager, as well as, collectively, for other Key Managers with Strategic Responsibilities (encompassing all individuals who, at any point during the year, occupied the aforementioned roles, even if only for part of the year).
In 2023, only disbursable bonuses and no deferred bonuses were planned. The Short-Term Variable Incentive accrued over the course of the year is recorded based on the achievement of the objectives set for the financial year. Should the performance result be unavailable on the date the Report is approved, the table will display the estimated incentives accrued, assuming the unachieved performance is at the target level.
The column "Other Bonuses" shows bonuses pertaining to the financial year that are not explicitly included in the other items. For 2023, these are exclusively bonuses linked to recruitment commitments.
The sum of the figures in the "Payable" column under "Annual Bonus" and the "Other Bonuses" column matches the figures in the "Bonuses and Other Incentives" column of Table 1.
| (in thousands of euros) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| A | B | 1 | 2 | 3 | 4 | ||||
| Name and surname |
Position | Plan | Bonus for the year | Bonus for previous years | Other Bonuses |
||||
| (a) | (b) | (c) | (a) | (b) | (c) | ||||
| Payable/ Paid |
Deferred | Deferral period |
No longer payable |
Payable/ Paid |
Still Deferred |
||||
| Pietro Labriola Chief Executive Officer and General Manager |
MBO 2023 BoD Resolution 08/02/2023 |
1,512 | |||||||
| Key Managers with Strategic Responsibilities | |||||||||
| Remuneration in the company | MBO 2023 08/03/2023 |
2,884 | |||||||
| drawing up the financial statements | 500 (1) |
||||||||
| Remuneration in subsidiaries and | MBO 2023 06/12/2023 |
717 (2) |
|||||||
| associates | |||||||||
| TOTAL | 5,113 | 500 |
(1) Bonuses linked to recruitment commitments.
(2) The sum pertains to the amount acknowledged for the MBO (pre-closing March 8, 2024), converted into euros at the exchange rate at 03/07/2024 (Real/€ 5.4).
The table below shows the shareholdings held by all the individuals who during the financial year 2023, or a part thereof, held the position of member of the Board of Directors, of member of the Board of Statutory Auditors, General Manager or Executive with strategic responsibilities (for this last category the information is shown in aggregate form).
| Name and Position surname |
Investee Company |
Category of shares |
Number of shares owned at the end of the previous financial year (or on the date of appointment) |
Number of shares bought during the financial year |
Number of shares sold during the financial year |
Number of shares owned at the end of the financial year (or on the date of termination of office if earlier) |
|
|---|---|---|---|---|---|---|---|
| Board of Directors | |||||||
| Salvatore Rossi | Chairman | = | = | = | = | = | = |
| Pietro Labriola | CEO General Manager |
TIM S.p.A. TIM S.A. |
Ordinary Ordinary* |
1,770,000 1.604.210** |
200,000 = |
= = |
1,970,000 1,604,210 |
| Paolo Boccardelli | Director | = | = | = | = | = | = |
| Paola Bonomo | Director | = | = | = | = | = | = |
| Paola Camagni | Director | = | = | = | = | = | = |
| Maurizio Carli | Director | TIM S.p.A. | Ordinary | 252,525 | = | = | 252,525 |
| Arnaud Roy de Puyfontaine (1) |
Director | = | = | = | = | = | = |
| Cristiana Falcone | Director | TIM S.p.A. | Ordinary | 62,500 | = | = | 62,500 |
| Federico Ferro Luzzi | Director | = | = | = | = | = | = |
| Giulio Gallazzi | Director | = | = | = | = | = | = |
| Giovanni Gorno Tempini |
Director | = | = | = | = | = | = |
| Marella Moretti | Director | = | = | = | = | = | = |
| Alessandro Pansa | Director | = | = | = | = | = | = |
| Ilaria Romagnoli | Director | = | = | = | = | = | = |
| Paola Sapienza | Director | = | = | = | = | = | = |
| Massimo Sarmi | Director | TIM S.p.A. | Ordinary | 1,815 | = | = | 1,815 |
| Board of Statutory Auditors |
|||||||
| Francesco Fallacara | Chairman | = | = | = | = | = | = |
| Angelo Rocco Bonissoni |
Standing Auditor | = | = | = | = | = | = |
| Francesca di Donato | Standing Auditor | = | = | = | = | = | = |
| Anna Doro | Standing Auditor | = | = | = | = | = | = |
| Massimo Gambini | Standing Auditor | = | = | = | = | = | = |
| Key Managers with Strategic Responsibilities | |||||||
| TIM S.p.A. | Ordinary | 1,763,409 | 2,328,146 | 941,253 | 3.150.302*** | ||
| 12 | Savings | 1.650**** | = | 1,650*** | = | ||
| TIM S.A. | Ordinary* | 167,151 | 445,216 | 457,151 | 155.290* |
* Shares listed on the NYSE and BOVESPA markets. ** Shares obtained through the conversion of stock options received from the company TIM S.A.
*** Of which 7,153 held by spouse not legally separated
**** held by spouse not legally separated
***** of which 74 held by spouses who are not legally separated
(1) Director resigned and is no longer on the Board of Directors at the date of publication of this report
With reference to the 2022-2024 SOP Plan approved by the Ordinary Shareholders' Meeting on April 7, 2022, under the conditions and purposes illustrated in the Information Document available on the website, the following table shows the details of the 2022 allocation of the Plan.
| FRAMEWORK 2 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Stock Option | ||||||||
| Section 1 | ||||||||
| Options relating to currently valid plans, approved on the basis of previous resolutions of the Shareholders' Meeting | ||||||||
| Name or category | Position | Date of resolution by the Shareholders' Meeting |
Description instrument |
Number of options |
Allocation date | Strike price | Market price of underlying shares on date of allocation |
Period of the possible exercise |
| Pietro Labriola | CEO and General Manager |
04/07/2022 | Stock options | 24,000,000 | 05/10/2022 | € 0.424 | € 0.260 | 2025/2027 |
| Key Managers with Strategic Responsibilities |
04/07/2022 | Stock options | 62,500,000 | 05/10/2022 | € 0.424 | € 0.260 | 2025/2027 |
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