Remuneration Information • Apr 19, 2021
Remuneration Information
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Drawn up pursuant to Art. 123-ter of Italian Legislative Decree No. 58 of 24 February 1998
On 11 November 2011 the Board of Directors of Biesse S.p.A ("Biesse," the "Issuer" or the "Company") adopted a remuneration policy for the Issuer and its subsidiaries (collectively, the "Group") - hereinafter referred to as "Policy" - drafted pursuant to Art. 123-ter of Italian Legislative Decree No. 58 of 24 February 1998 ("TUF") and Art. 61 of the Corporate Governance Code for listed companies ("Corporate Governance Code"), also taking account of the provisions of the Recommendations of the European Commission No. 2004/913/EC, 2005/162/EC and 2009/385/EC. The Policy complies with the update to the Corporate Governance Code of July 2015 and implements, as envisaged by the application criterion 6.C.1 (f) of the Code, the possibility to reclaim the variable components of remuneration in cases where these had been allocated on the basis of information subsequently proved to be manifestly incorrect. The current Policy also complies with the provisions introduced by Italian Legislative Decree No. 49/2019 and the related applicable legislation.
The principles contained in the Policy reflect and elaborate on those historically developed by Biesse to meet its needs to provide incentives to, and retain, directors and executives of the Group with responsibilities considered strategic ("Strategic Executives") and who in the Company's opinion have proven to be effective in time for the attainment of the objectives it has set. These principles are substantially based (i) on the significant weight of the variable component with respect to total remuneration (gauged to the roles covered by the recipients in the Company's decision-making process); (ii) on the payment of the variable part of the remuneration upon achieving the set measurable short-term objectives (one year through a Management By Objectives – MBO – programme adopted by the Group for several financial years now) and medium-to-long-term objectives (currently through the "Long-Term Incentive Plan 2018 – 2020 of Biesse S.p.A." - LTIP '18-'20 - approved by the Board of Directors on 14 May 2018); (iii) on the setting of non-economic performance objectives (linked specifically to the assessment of behaviours in terms of leadership) for figures with less decision-making power; (iv) on the deferral of payment of a substantial part of the variable component (as part of medium/long-term incentive plans) to after the financial year in which the requisite conditions are met; (v) as a rule, on the award of no allowance in addition to those provided for by law in the case of early termination of the corporate or employment relationship; (vi) on the provision of not paying variable remuneration to directors with delegated powers who are also, or relatives of, major shareholders; (vii) on the fixed remuneration of non-executive and independent managers.
As of the date of this Report, only the '18-'20 LTIP is still in effect, for the part relating to the payment. The Company will approve a new LTIP for the three-year period 2021 - 2023 during the current fiscal year, based on the principles set forth in Section 1.5 below.
The Policy was originally approved by the Board of Directors of the Company on 11 November 2011 on the proposal of the Biesse Remuneration Committee ("Remuneration Committee") then in office. The latter examined and approved the content of the Policy at the meeting held on 28 October 2011, which was also attended by the Chairman of the Issuer's Board of Statutory Auditors, Mr. Giovanni Ciurlo.
1At the time, Art. 7 of the Corporate Governance Code, in the version approved in March 2010.
The Policy was adapted to implement the cited application criterion 6.C.1 (f) of the Corporate Governance Code on 12/03/2015.
The Policy was further amended to implement the provisions of Italian Legislative Decree 49/2019 and the related legislation on 13 March 2020.
The Policy, as amended following the entry into force of Legislative Decree 49/2019, was subsequently approved (without comments) by the Ordinary Shareholders' Meeting of 21 April 2020, pursuant to and for the purposes of Art.123- ter, paragraphs 3-bis and 3-ter, of Legislative Decree 58/98.
On the occasion of the Ordinary Shareholders' Meeting of 21 April 2020, the Shareholders also expressed a favourable vote on the Second Section of the Remuneration Report relating to the remuneration paid during the year, as required by Art. 123-ter, paragraph 6, of Legislative Decree 58/98.
At the date of this Report, the Remuneration Committee consisted of Biesse's two independent directors: Federica Palazzi and Elisabetta Righini. The Remuneration Committee is tasked with submitting proposals for the remuneration of chief executive officers to the Board of Directors and monitoring the implementation of the decisions taken by the Board itself, as well as with periodically assessing the criteria adopted for the remuneration of key management personnel, ensuring their application and in general formulating recommendations to the Board.
The Remuneration Committee also periodically assesses the adequacy, overall consistency and practical application of the Policy through the information provided by the managing directors, and reports to shareholders on the procedures for the exercise of its functions through the chairman or a member of the Committee designated for the purpose at the Annual General Meeting for the approval of the financial statements.
In preparing the Policy, Biesse availed itself of the legal advice of the DLA Piper law firm and also took into consideration the remuneration policies of comparable companies. Specifically, due account was also taken of the information available to the public at the time of approval of the Policy relating to issuers belonging to "Industrial Products and Services" sector of the Electronic Stock Market (Mercato Telematico Azionario) managed and organised by Borsa Italiana S.p.A. (where possible, the STAR segment) with corporate ownership, product (machinery and mechanical components), size (in terms of revenue and number of employees) and organisation (high degree of internationalisation) characteristics comparable to those of Biesse. In particular, the comparable companies considered in the sample are: Carraro S.p.A., Fidia S.p.A., Gefran S.p.A., IMA S.p.A., Interpump S.p.A., Prima Industrie S.p.A..
The full text of the Policy as amended in 2020 can be found below. It includes an indication of the aims and basic principles of the Policy, as well as the guidelines concerning the fixed and variable components of remuneration, the short and medium/long-term variable components, the non-monetary benefits, the allowances in the event of termination of the corporate or employment relationship, and the remuneration of directors depending on their role within the Board. It should be noted that the Policy has a duration of three years from the date of approval of the financial statements for the year ending 31 December 2019.
It should be noted that there have been no changes to the policy submitted for approval by the Shareholders' Meeting of the Company on 21 April 2020.
This General Remuneration Policy of Biesse S.p.A. ("Biesse", or the "Company") and its subsidiaries (collectively the "Group") – hereinafter referred to as the "Policy" – was drafted pursuant to Art. 123-ter of Italian Legislative Decree No. 58/1998 ("Consolidated Law on Finance") and Art. 6 of the Corporate Governance Code for listed companies as amended in July 2018 ("Corporate Governance Code"), also taking account of the provisions of the Recommendations of the European Commission No. 2004/913/EC, 2005/162/EC and 2009/385/EC. The Policy was approved by the Board of Directors of the Company on 11 November 2011, amended and supplemented by the Board of Directors of the Company on 12 March 2015 and subsequently amended by the Board of Directors of the Company on 13 March 2020 to bring it into line with the new applicable laws and regulations. In all the aforementioned cases, the approvals took place on the proposal of the Biesse Remuneration Committee2 .
This Policy sets out guidelines and principles for the determination of the remuneration of the main management figures of Biesse and the Group aimed at attracting, retaining and motivating people who possess the professional skills required to successfully manage the Company and Group and to ensure that the interests of key personnel are in line with the pursuit of the priority objective of sustainability and creating sustainable value for shareholders in the medium-long term. The Policy helps to ensure full involvement of Top Management and promotes its stability, except for normal turnover.
Specifically, the Policy outlines the criteria and procedures to be followed to determine the remuneration of the following key persons (collectively, the "Key Persons"):
2It should be noted that at the time of the original drafting of the Policy the Corporate Governance Code in force at the time, i.e., the text approved in March 2010, was taken into consideration.
3This term is used to refer to the executive directors pursuant to Paragraph 2.C.1 of the Corporate Governance Code.
4This term is used to refer to directors other than executive directors.
5This term is used to refer to directors who meet the requirements referred to in Art. 147-ter of the TUF and Paragraph 3 of the Corporate Governance Code.
6Definition contained in Annex 1 to the Consob Regulation on related party transactions No. 17221 of 12 March 2010.
In order to achieve the objectives referred to in paragraph 2 above, the Company believes that, in the light of the size and organisation of the Group and the nature of the market in which it operates, the following principles should be applied in determining the remuneration of Key Persons:
3.1.1 The remuneration of executive directors and Key Managers must include a fixed annual component and a variable component linked to the achievement of specific financial and non-financial performance targets. It should be noted that:
7Directors who are vested solely with specific assignments are not included among the directors with particular roles.
basis – a portion of no less than 40% (for executive directors vested with particular roles) and 15% (for other executive directors and Key Management) of the variable component of remuneration should be paid depending on the achievement of the latter objectives;
8Close relatives of an individual are those family members who may be expected to influence, or be influenced by, that individual. They may include: (a) a spouse not legally separated or unmarried partner; (b) children and dependants of the person, of the spouse who is not legally separated or of the unmarried partner (the definition contained in Annex 1 to the Consob Regulation on related party transactions No. 17221 of 12 March 2010, as amended).
3.1.2 The remuneration of non-executive directors and independent directors should not be linked to the achievement of qualitative or quantitative objectives and must be appropriate to the position and role within the Board and Committees provided for in the Corporate Governance Code;
3.1.3 Except as provided for by law and by national collective labour agreements, any allowances for early termination of the directorship or its non-renewal, or any allowances due to Key Management in the case of termination of employment relationships should not exceed a predetermined number of years of gross fixed component of remuneration equal to 1.5;
3.1.4 Any amounts due non-competition agreements must not exceed an amount equal to 40% of Total Remuneration;
3.1.5 The overall remuneration of Key Persons may include the refund of documented out-of-pocket expenses and fringe benefits, such as the use of cars, homes and business phones, can be assigned as determined by corporate policy. The Key Persons may also be included among the beneficiaries of civil liability policies of directors and executives with strategic responsibilities and medical insurance policies whose charges are borne by the Company;
3.1.6 Absolutely discretionary bonuses cannot be awarded, subject however to the possibility of granting these figures one-time bonuses in exceptional cases in relation to specific extraordinary operations of particular strategic or operational relevance or in the event that Biesse or the Group reach economic or financial objectives that the Company deems to be particularly significant, subject to the favourable opinion of the Remuneration Committee and provided that the procedure envisaged by the related regulation on related party transactions has been completed.
The remuneration of the Key Persons will be determined as follows:
The remuneration of directors will be determined as follows:
that the procedure envisaged by the related regulation on related party transactions has been completed;
The Remuneration Committee also periodically assesses the adequacy, overall consistency and practical application of the Policy through the information provided by the managing directors, and reports to shareholders on the procedures for the exercise of its functions through the chairman or a member of the Committee designated for the purpose at the Annual General Meeting for the approval of the financial statement."
The variable component of the remuneration of executive directors and Key Managers of the Company and Group is paid upon the achievement of predetermined financial results and/or individual targets through two incentive mechanisms, one of which is short-term (MBO) and the other medium/long-term (LTIP ), The economic and financial targets set for these variable components are represented by turnover, EBITDA, EBIT, overheads costs, backlog, DSO (days sales outstanding), DSI (days sales inventory), capex, CIN (net invested capital) and/or cash flow.
The MBO provides for the award of an annual bonus ("Bonus") based on the achievement of quantitative targets and qualitative objectives (assessment of the performance of the beneficiaries in terms of leadership), according to the access conditions linked to the achievement of the Group's annual economic/financial objectives and with provision for a threshold value below which entitlement to the Bonus lapses. In particular, the bonus is paid proportionally from the achievement of 30% to the achievement of 130% of the objectives (incentive curve).
LTIPs are medium-long term monetary incentive plans with annual assignment of economic objectives or linked to criteria relating to corporate social responsibility, as possibly identified in the so-called sustainability report prepared pursuant to Legislative Decree 254/2016, as a rule at three years. LTIPs are intended for executive directors (who are not shareholders with shareholdings of more than 5%) and strategic executives. The LTIPs provide for the payment of cash bonuses to beneficiaries subject to the achievement of cumulative Group economic and financial targets (indicated above) for the three-year period. The bonus is paid on a pro rata basis from the achievement of 85% to the attainment of 125% of the objectives, with mechanisms for significantly reducing the bonus if the entry threshold is not reached (incentive curve).
The right to receive bonuses deriving from MBO and LTIP is subject to the fact that the employment relationship is in place on the date of payment and, where strictly related to the specific role held, to maintenance of that role on the same date. The lack of either of the two conditions will result in forfeiture of the right.
The terms and conditions of the MBO and LTIPs shall comply with the principles and guidelines provided for by the Policy.
The Company will approve during the first half of 2021 a new MBO for 2021 and a new LTIP with the characteristics and one or more of the objectives set forth above.
The members of the Board of Directors are the beneficiaries of insurance coverage for civil liability arising from the position held. Some of them have medical insurance with costs to be borne by the Company.
The Policy does not include clauses for maintaining the assigned financial instruments in the portfolio, which, once definitively acquired by the beneficiaries - as part of share incentive plans (currently not adopted by the Company) can be freely disposed of without period restrictions.
Except as provided in the Section II of this Report, there are no relationships providing for allowances or severance indemnities other than those provided for by law or national collective bargaining agreements, nor are there any noncompetition commitments.
The remuneration of the Board of Statutory Auditors is determined by the Shareholders' Meeting of the Company on a fixed basis for the entire activity carried out.
The Company also envisages the reimbursement of documented expenses.
Information on the remuneration received by members of the Biesse Board of Directors and Key Managers during the financial year, as at 31 December 2020, is provided below. Furthermore, since the Issuer can be considered a "small company" pursuant to Art. 3(1)(f) of Consob Regulation No. 17221 of 12 March 2010 on transactions with related parties, as amended, the information on Key Managers is provided in aggregate form.
Please note that in 2020 the Company appointed six Key Managers to cover the role of General Manager, Industrial Director of the Wood Department, Director of the Glass Department, Director of the Mechatronics Department, Group Finance Director and Organization Director & HR Officer.
The remuneration of Biesse's directors and Key Managers at 31 December 2020 is composed of the following items. Please note that not all individuals in the same category are eligible for all components.
The remuneration of Directors and Key Managers allows the achievement of objectives differentiated according to the items comprising the remuneration. The fixed component is designed to reward the skills, experience and contribution required by the role. The short term incentive (MBO) component encourages the achievement of annual economic-financial objectives set in the budget, as well as additional annual objectives of a non-financial nature. The Long Term Incentive Component (LTI) is designed to align, over the long term, management action with the interests of shareholders and achievement of the objectives of the Strategic Plan, as well as to ensure the stability of the Group's management structure.
| Positions | Fixed | Variable | Benefits | Employment severance |
|
|---|---|---|---|---|---|
| 1 B |
M/L2 | indemnity | |||
| Executive directors holding positions and shareholders with shareholdings over 5%3 |
√ | √ | |||
| Executive directors holding positions | √ | √ | √ | √ | |
| Executive directors | √ | √ | √ | √ | |
| Non-executive directors | √ | ||||
| Independent directors | √ | ||||
| Key Management | √ | √ | √ | √ |
1Variable component linked to the achievement of short-term objectives
2Variable component linked to the achievement of medium/long-term objectives
3 Including the relatives of shareholders who own more than 5% of the Company In 2020, the objectives assigned to each Key Manager, in accordance with the principles set out in Point 1.5, were on average achieved to the extent of 102%.The measure of target achievements is not shown for the named Key Management because none of them received variable compensation linked to target achievement in 2020.
The individual components of remuneration are allocated to the various categories of Biesse directors and to Key Management in compliance with the provisions of the Policy.
For more information on the variable components of remuneration of Biesse directors and Key Management, reference is made to paragraph 1.5 above.
The benefits given to Biesse directors and Key Managers consist, depending on the cases, in the use of cars, homes and company telephones.
For more information on the remuneration components due to individual Biesse directors and Key Management, please refer to the detailed tables referred to in Part 2 of this Section.
No allowances are provided for Biesse directors and Key Management in the event of early termination of the corporate or employment relationship, except as provided for by law.
During 2020, severance indemnities were paid to Stefano Porcellini and Silvia Vanini as detailed in SECTION II – Part two – Table 1 of this Report.
In relation to this, it is also specified that the indemnity paid to Stefano Porcellini includes a non-competition agreement equal to 20 (twenty) months from 01/09/2020 to 30/04/2022 and the relative total compensation agreed is to be paid in 3 (three) tranches between 10/09/2020 and 30 April 2022.
There were no exceptions to the criteria applied in the Remuneration Policy.
No ex post correction mechanisms for the variable component were applied.
The annual change in the remuneration of each of the persons for whom the information in this section of the Report is provided by name:
| Full name | 2016 v 2015 | 2017 v 2016 | 2018 v 2017 | 2019 v 2018 | 2020 v 2019 |
|---|---|---|---|---|---|
| Giancarlo Selci | nv | nv | +22% | nv | nv |
| Roberto Selci | nv | nv | +18% | nv | nv |
| Massimo Potenza | |||||
| Alessandra Parpajola | nv | nv | +39% | +0.5% | -30% |
| Stefano Porcellini | +28% | nv | +36% | nv | nv |
| Silvia Vanini | nv | ||||
| Giovanni Chiura | nv | nv | nv | nv | nv |
| Federica Palazzi | nv | nv | nv | nv | nv |
| Elisabetta Righini | nv | nv | nv | nv | nv |
Change in the average gross annual remuneration, based on full-time employees, of employees other than those whose remuneration is provided by name in this section of the Report:
| Full name | 2016 v 2015 | 2017 v 2016 | 2018 v 2017 | 2019 v 2018 | 2020 v 2019 |
|---|---|---|---|---|---|
| Key Management | +4% | +0.5% | +24% | +9% | nv |
Annual change in the Company's results:
| 2015 | 2016 v 2015 | 2017 v 2016 | 2018 v 2017 | 2019 v 2018 | 2020 v 2019 | |
|---|---|---|---|---|---|---|
| Revenue | 519.1 M | 19% | 12% | 7% | -5% | -18% |
| EBITDA | 64.1 | 18% | 18% | 4% | -17% | -27% |
| EBIT | 43.7 | 26% | 15% | 0.50% | -54% | -79% |
| Net profit/loss | 21.1 | 40% | 45% | 2% | -70% | -82% |
| FUL L NA ME |
OFF ICE |
PER IOD IN OFF ICE IN |
EXP IRA TIO N OF M O F OF FICE TER |
FIX ED RAT ION REM UNE |
REM UNE RAT ION FOR CO MM ITTE E |
NON -EQ UIT REM UNE |
Y VA RIA BLE RAT ION |
NON MO ARY NET |
OTH ER RAT ION REM UNE |
TOT AL |
FAI R VA LUE OF EQU ITY |
TER MIN ATI ON S BEN EFIT |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| YEA THE R 202 0 |
SHIP MEM BER |
BON USES AND OTH ER INCE NTIV ES |
PRO FIT S HAR ING |
S BEN EFIT |
RAT ION REM UNE |
|||||||
| BIE SSE DI RE CT OR S from App rova |
||||||||||||
| GIA SEL NCA RLO CI |
Cha irma n |
01/0 1/20 20 to 31/1 2/20 20 |
l of the fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
| Rem rati on f he c or t une omp any |
ing the fina ncia pre par |
l sta tem ents |
1 850 ,000 .00 |
N/A | N/A | N/A | 4,05 5.39 |
N/A | 854 ,055 .39 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom |
d as soci ates s an |
2 896 .17 |
N/A | N/A | N/A | - | N/A | 896 .17 |
N/A | N/A | ||
| Tot al |
4,05 5.39 |
854 ,951 .56 |
| ROB O SE ERT LCI |
Chie ive Offi f Ex ecut cer |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f he c or t une omp any |
ing the fina ncia pre par |
l sta tem ents |
3 830 ,000 .00 |
N/A | N/A | N/A | 13,2 84.2 7 |
N/A | 843 ,284 .27 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom |
d as soci ates |
0 4 21,0 00.0 |
N/A | N/A | N/A | - | N/A | 21,0 00.0 0 |
N/A | N/A | ||
| Tot al |
s an | 851 ,000 .00 |
13,2 84.2 7 |
864 ,284 .27 |
| MA O P SSIM OTE NZA |
Co- Chie f cuti ve O ffice Exe r 6 and Gen eral 7 Man ager |
from 30/1 0/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f or t he c une omp any |
ing the fina ncia pre par |
l sta tem ents |
5 117 ,213 .11 |
N/A | N/A | N/A | N/A | 20 100 ,000 .00 |
217 ,213 .11 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom |
d as soci ates |
- | N/A | N/A | N/A | N/A | N/A | - | N/A | N/A | ||
| Tot al |
s an | 117 ,213 .11 |
100 ,000 .00 |
217 ,213 .11 |
N/A |
| ALE A PA SSA NDR RPA JOL A |
agin Man g Dire 10 ctor |
from 01/0 1/20 20 to |
App l of the rova fina ncia l state ts at men |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/1 2/20 20 |
31/1 2/20 20 |
|||||||||||
| rati on f Rem or t he c une omp any |
ing fina ncia the pre par |
l sta tem ents |
8 225 ,491 .80 |
N/A | N/A | N/A | 25.1 11,8 2 |
N/A | 237 ,216 .92 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom |
d as soci ates s an |
0 9 22,0 00.0 |
N/A | N/A | N/A | N/A | 22,0 00.0 0 |
N/A | N/A | |||
| Tot al |
247 ,491 .80 |
11,8 25.1 2 |
259 ,316 .92 |
| STE O P FAN ORC ELL INI |
Man agin g Dire ctor and Gen eral 21 Man ager |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| rati on f Rem or t he c une omp any |
ing fina ncia the pre par |
l sta tem ents |
11 ,563 .57 403 |
N/A | 7 13 62,5 17.9 |
N/A | 3,89 8.37 |
N/A | 469 ,979 .91 |
See Tab les 2 and 3 |
22 1,68 5,64 1.47 |
|
| Rem rati on f sub sidi une rom |
arie d as soci ates s an |
12 3,03 0.05 |
N/A | N/A | N/A | - | - | 3,03 0.05 |
N/A | N/A | ||
| Tot al |
406 ,593 .62 |
62,5 17.9 7 |
3,89 8.37 |
473 ,009 .96 |
1,68 5,64 1.47 |
|||||||
| SIL VIA VAN INI |
Dire ctor and Chie f |
From 01/0 1/20 20 |
App l of the rova fina ncia l |
|||||||||
| Org aniz atio n & HR Offi cer |
to 29/0 9/20 20 |
state ts at men 31/1 2/20 20 |
| FUL L NA ME |
OFF ICE |
PER IOD IN OFF ICE IN |
EXP IRA TIO N OF TER M O F OF FICE |
FIX ED REM UNE RAT ION |
REM UNE RAT ION FOR CO MM ITTE E |
NON -EQ UIT REM UNE |
Y VA RIA BLE RAT ION |
NON MO NET ARY |
OTH ER REM UNE RAT ION |
TOT AL |
FAI R VA LUE OF EQU ITY |
TER MIN ATI ON BEN EFIT S |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| THE YEA R 202 0 |
MEM BER SHIP |
BON USES OTH AND ER INCE NTIV ES |
PRO FIT S HAR ING |
BEN EFIT S |
REM UNE RAT ION |
|||||||
| rati on f ing fina ncia Rem or t he c the l sta tem ents une omp any pre par |
.841 4 118 ,218 |
N/A | 8 13 58.6 42,4 |
N/A | 5,03 7.54 |
N/A | 165 ,715 .06 |
See Tab les 2 and 3 |
.242 3 198 ,908 |
|||
| Rem rati on f sub sidi arie une rom |
d as soci ates s an |
N/A | N/A | N/A | N/A | N/A | - | N/A | N/A | |||
| Tot al |
N/A | N/A | N/A | 5,03 7.54 |
N/A | 160 ,715 .06 |
198 ,908 .24 |
| ELI A R SAB ETT IGH INI |
Ind. Dir ecto r |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f he c or t une omp any pre |
ing the fina ncia par |
l sta tem ents |
0 15 20,0 00.0 |
16 6,50 0.00 |
N/A | N/A | N/A | N/A | 26,5 00.0 0 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
- | - | N/A | N/A | N/A | N/A | - | N/A | N/A | ||
| Tot al |
20,0 00.0 0 |
6,50 0.00 |
26,5 00.0 0 |
| FED ERI CA PAL AZZ I |
Ind. Dir ecto r |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f he c or t une omp any pre |
ing the fina ncia par |
l sta tem ents |
0 15 20,0 00.0 |
16 6,50 0.00 |
N/A | N/A | N/A | N/A | 26,5 00.0 0 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
- | - | N/A | N/A | N/A | N/A | - | N/A | N/A | ||
| Tot al |
20,0 00.0 0 |
6,50 0.00 |
26,5 00.0 0 |
| GIO VAN NI CH IUR A |
Ind. Dir ecto r |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f he c or t une omp any pre |
ing the fina ncia par |
l sta tem ents |
0 15 20,0 00.0 |
N/A | N/A | N/A | N/A | N/A | 20,0 00.0 0 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
- | - | N/A | N/A | N/A | N/A | - | N/A | N/A | ||
| Tot al |
20,0 00.0 0 |
N/A | 20,0 00.0 0 |
| STA TU |
AU TO RY DIT |
OR S |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PAO LO DE MIT RI |
Cha irma n |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
| Rem rati on f he c or t une omp any pre |
ing the fina ncia |
l sta tem ents |
6 17 67,9 66.3 |
N/A | N/A | N/A | N/A | N/A | 67,9 66.3 6 |
N/A | N/A | |
| Rem rati on f sub sidi arie une rom s an |
par d as soci ates |
- | N/A | N/A | N/A | N/A | N/A | - | N/A | N/A | ||
| Tot al |
67,9 66.3 6 |
|||||||||||
| SIL VIA CEC CH INI |
Stan ding Aud itor |
from 01/0 1/20 20 to |
l of the App rova fina ncia l state ts at men |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/1 2/20 20 |
31/1 2/20 20 |
|||||||||||
| rati on f ing fina ncia Rem or t he c the l sta tem ents une omp any pre par |
44, 000 .00 |
N/A | N/A | N/A | N/A | N/A | 44,0 00.0 0 |
N/A | N/A | |||
| Rem rati on f sub sidi arie d as soci ates une rom s an |
- | N/A | N/A | N/A | N/A | N/A | - | N/A | N/A | |||
| Tot al |
44,0 00.0 0 |
44,0 00.0 0 |
| DA RIO RO SA DE |
Alte rnat e Aud itor |
from 01/0 1/20 20 to 31/1 2/20 20 |
App l of the rova fina ncia l state ts at men 31/1 2/20 20 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f he c ing the fina ncia l sta or t tem ents une omp any pre par |
44,0 00.0 0 |
N/A | N/A | N/A | N/A | N/A | 44,0 00.0 0 |
N/A | N/A |
| Rem rati on f sub sidi arie d as soci ates une rom s an |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
|---|---|---|---|---|---|---|---|---|---|
| Tot al |
44,0 00.0 0 |
44,0 00.0 0 |
| KE Y M AN AG EM EN T P ER SON NE L |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| KEY MA (IN E) NAG ERS AG GRE GAT |
|||||||||
| Rem rati on f or t he c ing the fina ncia l sta tem ents une omp any pre par |
.221 8 553 ,467 |
N/A | 113 61,6 78.0 |
N/A | 12,7 60.4 5 |
N/A | 627 ,805 .68 |
See Tab les 2 and 3 |
N/A |
| Rem rati on f sub sidi arie d as soci ates une rom s an |
.071 9 206 ,787 |
N/A | 413 24,7 12.8 |
N/A | 3,46 6.26 |
- | 234 ,966 .17 |
N/A | N/A |
| Tot al |
760 ,254 .29 |
86,2 90.8 5 |
16,2 26.7 1 |
862 ,771 .85 |
(1) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €850,000.00; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(2) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €896.17; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €0; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(3) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €830,000.00; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(4) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €21,000.00; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(5) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €17,213.11; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €100,000.00;
(6) Office held since 30/10/2020
(7) Role held since 02/11/2020
(8) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €225,491.80; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(9) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €22,000.00; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(10) From 01/08/2020 modified powers and remuneration
(11) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €80,000.00; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €323,563.57;
(12) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €3,030.05; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €100,000.00;
(13) Bonus deriving from MBO (see column " 2020 Bonus (€) – Payable/Paid" – Table 3B);
(14) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €14,918.03; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €0; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €103,300.81;
(15) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received as an independent director: €20,000.00; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €0;
(16) Member of the Internal Audit Committee and Remuneration Committee. The remuneration is paid for participation in all committees of which the director is a member
(17) Includes reimbursements for documented expenses
(18) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €0; (b) remuneration received as an independent director: €0; (c) attendance fees: €0; (d) reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions: €553,467.22;
(19) of which: (a) emoluments approved by the Shareholders' Meeting, even if not paid: €1,103.83; (b) remuneration received for holding a particular office (chairman, CEO, etc.): €43,257.99; (c) attendance fees: €0; (d) flat-rate reimbursement of expenses: €0; (e) gross basic salary before tax and social security contributions, in total: € 162,425.25;
(20) Compensation deriving from a consultancy contract expired with the appointment as director;
(21) Role held until 01.09.2020. See the relative compensation amount in the column "Termination benefits";
(22) Includes indemnity paid upon termination of the role of general manager, severance indemnity and total consideration for non-competition agreement;
(23) Includes indemnities paid upon termination of the role of Chief Organization & HR Officer and severance indemnity.
| Fin ial i anc allo d in cate nd n yea rs a dur ing |
nstr nts ume viou pre s este d on-v the yea r |
Fin ial i nstr nts allo cate d du ring the anc ume yea r |
Fin ial anc inst ted ents rum ves ing dur the d yea r an allo d not cate |
Fin ial i anc vest the allo |
nstr nts ume ed d urin g d yea r an d cate |
Fin ial anc inst ents rum for the yea r |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nam d e an Sur nam e |
Offi ce |
Plan | Num ber and of type fina ncia l inst ents rum |
Per iod of ing vest |
Num ber and of type fina ncia l inst ents rum |
Fair val ue at th e allo cati on date |
Per iod of ing vest |
Allo cati on date |
Ma rket pric e at allo cati on |
Num ber and typ e of fina ncia l ins trum ents |
Num ber and Typ es Fin ial anc inst ents rum |
Val t ue a urit mat y date |
Fair val ue |
| STE FAN O POR CEL LIN I |
MA NA GIN G ECT OR DIR |
||||||||||||
| Rem rati une on prep ares the fina ncia l sta |
in the Com hat y t pan tem ents |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| Rem rati une on ciat asso es |
from bsid iari and su es |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Tot al |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| SIL VIA VAN INI |
ECT OR DIR AN D C HIE F & O RG AN IZA TIO N & H R O FFI CER |
||||||||||||
| Rem rati une on prep ares fina ncia the l sta |
in the Com hat y t pan tem ents |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| Rem rati une on ciat asso es |
from bsid iari and su es |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Tot al |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| MA NA GEM KEY (ag ate data greg |
ENT ) |
||||||||||||
| Rem rati une on prep ares the fina ncia l sta |
in the Com hat y t pan tem ents |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| Rem rati une on ciat asso es |
from bsid iari and su es |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Tot al |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| BEN EFIC IAR IES |
PLA N |
202 0 (€) BON US F OR |
S (€ ) BON US F OR PRE VIO US Y EAR |
OTH ER BON S (€ ) USE |
|||||
|---|---|---|---|---|---|---|---|---|---|
| FUL L NA ME |
OFF ICE |
E/P PAY ABL AID |
DEF ERR ED |
DEF ERR AL P ERI OD |
NO LON GER PAY ABL E |
E/PA PAY ABL ID |
STIL L DEF ERR ED |
||
| STE O FAN POR CEL LIN I |
MA NA GIN G DIR ECT OR |
||||||||
| lan Lon g-T Inc enti ve P 201 8-20 20 o f erm se1 Bies |
N/A | 7 N/A |
N/A | N/A | N/A | N/A | N/A | ||
| O 3 MB |
6 61,5 17.9 7 |
- | N/A | N/A | N/A | N/A | N/A | ||
| Rem rati on f une rom |
sub sidia ries and ocia tes ass |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| l Tota |
386 ,251 .48 |
N/A | N/A | N/A | N/A | ||||
| VAN INI SIL VIA |
DIR ECT OR AN D C HIE F OR GA ATI ON & H NIZ R OFF ICE R |
||||||||
| Lon g-T Inc enti ve P lan 201 8-20 20 o f erm se1 Bies |
N/A | 7 N/A |
N/A | N/A | N/A | N/A | N/A | ||
| O3 MB |
6 42,4 58.6 8 |
- | N/A | N/A | N/A | N/A | N/A | ||
| on f Rem rati une rom |
sub sidia and ries ocia tes ass |
N/A | - | N/A | N/A | N/A | N/A | N/A | |
| l Tota |
N/A | 122 ,458 .68 |
N/A | N/A | N/A | N/A | |||
| KEY MA NA GEM (AG GRE GAT E DA |
ENT TA) |
||||||||
| lan f Lon g-T Inc enti ve P 201 8-20 20 o erm se1 Bies |
N/A | ,564 157 ,062 |
5 N/A |
N/A | N/A | N/A | N/A | ||
| tive Pla n 20 19-2 020 of Lon g Te rm I ncen 2 HSD |
N/A | ,014 100 ,614 |
5 N/A |
N/A | N/A | N/A | N/A | ||
| O3 MB |
16 61,5 78,0 |
188 ,847 .50 |
Apr il 20 21 |
N/A | N/A | N/A | N/A | ||
| Rem rati on f une rom |
sub sidia ries and ocia tes ass |
O3 MB |
46 24,7 12,8 |
43,0 92.9 1 |
Apr il 20 21 |
N/A | N/A | N/A | N/A |
| l Tota |
86,2 5 90.8 |
,616 489 .98 |
N/A | N/A | N/A | N/A | |||
(1) The "Long-Term Incentive Plan 2018-2020 of Biesse S.p.A." is the current medium/long-term incentive plan and provides for a cash bonus payment upon achievement of the economic-financial and performance targets identified in the Plan itself. For more information on the "Long-Term Incentive Plan 2018– 2020 of Biesse S.p.A.", please refer to the relevant Regulations available on the website www.biessegroup.com, in the Investor Relations section
(2) The "Long Term Incentive Plan 2019 - 2020 of HSD S.p.A." is currently the medium-long term incentive plan specific to our Mechatronics Division and envisages, upon achievement of the economic-financial and performance objectives identified in the Plan itself, payment of a cash bonus and is governed by specific Regulations with identical characteristics to those of the "Long Term Incentive Plan 2018 – 2020 of Biesse S.p.A.".
(3) The MBO is the Biesse Group's short-term incentive plan.
(4) Basic bonus amount given to recipient. The actual bonus payment is subject to the achievement of certain economic-financial and performance objectives in the period of validity of the "Long-Term Incentive Plan 2018-2020 of Biesse S.p.A." and of the Long-Term Incentive Plan 2019 – 2020 of HSD S.p.A.".
The actual amount of the bonus paid can be between 85% and 125% of the base amount, depending on the achievement percentage of the objectives.
(5) It is not possible to determine the deferral period at the date of this Remuneration Report, since the maturity date of the bonus entitlement can vary. Under the "Long Term Incentive Plan 2018-2020 of Biesse S.p.A." and the "Long Term Incentive Plan 2019 – 2020 of HSD S.p.A.", the bonus entitlement matures according to a mechanism whereby, within 20 days of approval of the 2020 consolidated financial statements, the beneficiaries receive the payout proposal where the relevant conditions exist. Each beneficiary must accept the proposal within 10 days, after which time it expires. The date on which Biesse receives the acceptance of the payout proposal is the date on which the entitlement matures. In any event, the entitlement matures at the end of the three financial years 2018–2020, subject to the achievement of the targets envisaged in the plan for that three-year period. The bonus is actually paid at the same time as the payment of remuneration, two months after the approval of the consolidated financial statements as at 31 December 2020. (6) MBO for the year 2019 paid in 2020.
(7) Loss of participation in the Plan pursuant to paragraph 6.3 of the Regulations of the "Long Term Incentive Plan 2018-2020 of Biesse S.p.A."
Shareholdings in the Company and subsidiaries of members of the administrative and supervisory bodies, general managers and their close relatives at 31/12/2020:
| Surname | Name | Office | Subsidiary | Number of shares held at the end of financial year 2019 |
Number of shares purchased |
Number of shares sold |
Number of shares held at the end of financial year 2020 |
|---|---|---|---|---|---|---|---|
| Selci | Roberto | Chief Executive Officer |
BIESSE S.p.A. | 0 | / | / | 0 |
| Selci (through Bi.Fin srl) |
Giancarlo | Chairman of the Board of Directors |
BIESSE S.p.A. | 13,970,500 | / | / | 13,970,500 |
| Parpajola | Alessandra | Member of the Board of Directors |
BIESSE S.p.A. | 0 | / | / | 0 |
| Porcellini | Stefano | Member of the Board of Directors |
BIESSE S.p.A. | 0 | / | / | 0 |
| Potenza | Massimo (1) | Member of the Board of Directors |
BIESSE S.p.A. | 2,050 | / | / | 2,050 |
| Vanini | Silvia (2) | Member of the Board of Directors |
BIESSE S.p.A. | 0 | / | / | 0 |
| Righini | Elisabetta | Independent Member of the Board of Directors |
BIESSE S.p.A. | 0 | / | / | 0 |
| Palazzi | Federica | Independent Member of the Board of Directors |
BIESSE S.p.A. | 0 | / | / | 0 |
| Chiura | Giovanni | Independent Member of the Board of Directors |
BIESSE S.p.A. | 0 | / | / | 0 |
(1) Co-opted on 30 October 2020
(2) Resignation from the office of director given by Silvia Vanini on 29 September 2020
| Number of Key Managers | Subsidiary | Number of shares held at the end of financial year 2019 |
Number of shares purchased |
Number of shares sold | Number of shares held at the end of financial year 2020 |
|---|---|---|---|---|---|
| 0 | BIESSE S.p.A. | 0 | 0 | 0 | 0 |
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