Remuneration Information • Mar 20, 2018
Remuneration Information
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RECORDATI S.p.A.
in accordance with articles 123 ter of the Consolidated Finance Law and 84 quater of the Consob Issuers' Regulations
Approved by the Board of Directors on 15th March 2018
Website: www.recordati.it
| Introduction | 3 |
|---|---|
| Section I – Remuneration Policy for 2018 |
5 |
| Procedures used for the adoption and implementation of the Remuneration Policy: bodies and persons involved to formulate and approve the Remuneration Policy and the bodies and persons responsible for the proper implementation of that policy. |
6 |
| The Remuneration Committee | 6 |
| Objectives | 8 |
| Principles and criteria | 8 |
| Amendments to Remuneration Policy compared with the previous year | 9 |
| Components of remuneration | 9 |
| Non monetary benefits | 12 |
| End of contract indemnity | 12 |
| Additional insurance, social security and pension cover | 13 |
| Section II – Information on remuneration in 2017 |
14 |
| Part 1 | 15 |
| 1. Description of remuneration |
15 |
| 2. Information on the consequences of ending employment or |
18 |
| or directorship relationships and on the existence of specific agreements with | |
| directors and key management personnel | |
| 3. Summary of the activities of the Remuneration Committee in 2017 |
20 |
| Part 2 – Tables |
23 |
| Table 1: Remuneration paid to Directors, Statutory Auditors, General Managers and other key management personnel |
23 |
| Table 2: Stock options granted to Directors, General Managers and | 27 |
| other key management personnel | |
| Table 3B: Monetary incentive schemes for Directors, | 30 |
| General Managers and other key management personnel | |
| Table 4: Shares held by Directors, Statutory Auditors, General Managers | 32 |
| and other key management personnel |
This report on remuneration (hereinafter the "Report") has been prepared by Recordati S.p.A. (hereinafter "Recordati" or the "Company") in compliance with Art. 123 ter of Legislative Decree No. 58 of 24th February 1998 (hereinafter the "Consolidated Finance Law"), with Art. 84-quater of the regulations issued by the Consob with Resolution No. 11971 of 1999, as subsequently amended (hereinafter the "Issuers' Regulations") and on a voluntary basis in accordance with Art. 6 (of the Corporate Governance Code for listed companies (hereinafter the "Corporate Governance Code") to which Recordati adheres with regard to most of its provisions.
The Report is composed, in accordance with Art. 123-ter of the Consolidated Finance Law, of two sections.
Section I illustrates the remuneration policy pursued by the Company in 2018 (hereinafter the "Remuneration Policy") for the following persons:
i) Members of the Board of Directors of the company, distinguishing between executive and non-executive directors;
ii) General Managers of the company;
iii) Other key management personnel of Recordati or of its subsidiaries. The Regulations for Related Party Transactions approved by the Board of Directors of Recordati on 24th November 2010 (and further confirmed on 9th February 2017) in compliance with Consob regulations on related-party transactions approved with Resolution No. 17221 of 12th March 2010 and subsequent amendments (hereinafter the "Related Party Transaction Regulations") defines key management personnel as those defined as such by the legislation and regulations in force from time to time. At present these are those persons who have power over and responsibility, either directly or indirectly, for the planning, management and control of the activities of the Company, including the Directors (executive and non- executive) of the company itself, full members of the Board of Statutory Auditors, the General Managers, the manager appointed to prepare corporate accounting documents (the "Financial Reporting Officer") and all those additional persons identified from time to time as such by the Board of Directors, and proposed by the Chief Executive of the Company. For the purposes of this Remuneration Policy, Members of the Board of Statutory Auditors are, however, excluded.
Section I of the Report also illustrates the procedures used to formulate and adopt the Remuneration Policy and the bodies and persons responsible for the proper implementation of that Policy.
The 2018 Remuneration Policy was approved in the final version by the Board of Directors of the Company on 19th March 2017, on the basis of a proposal from the Remuneration Committee. It may be updated by the Board of Directors on the basis of a recommendation by the Remuneration Committee, which is responsible for periodic assessment of its appropriateness, overall consistency and concrete application. Section
one is then subject to a non-binding vote by the Shareholders' Meeting called to approve the 2017 Annual Report.
Section II of the Report provides information, with reference to the financial year 2017, on each of the items of which the remuneration of the persons indicated in points i) to iii) above are composed, including the members of the Board of Statutory Auditors. It also gives details in a special table of the remuneration paid to those persons for any reason and in any form by the Company or its subsidiaries in 2017, and also remuneration not yet paid on the date of the approval of the Report, but relating to the financial year 2017.
Data on stock options granted to those persons in implementation of stock option plans is also reported in another table pursuant to Art. 84 bis paragraph 5 of the Issuers' Regulations. Finally another table gives details of shares held in the Company or its subsidiaries by the above persons (and by persons related to them) pursuant to Art. 84 quater paragraph 4 of the Issuers' Regulations.
Finally the Remuneration Policy has been prepared, amongst other things, pursuant to and in accordance with the "Procedure for related-party transactions", adopted by the Company.
The Remuneration Policy is approved by the Board of Directors of the Company on the basis of a recommendation made by the Remuneration Committee, the composition, responsibilities and functioning of which is described in detail in the following sub-section.
After approval by the Board of Directors, the Remuneration Policy is subject to a nonbinding vote by the Shareholders' Meeting held to approve the annual report.
The Remuneration Committee is supported by the Head of the Human Resources Department of the Group in the formulation of a proposal on the Remuneration Policy to be submitted to the Board.
While no specific intervention by independent experts occurred in the formulation of the Remuneration Policy, account was taken in its formulation of the salary policies pursued by other companies in the sector as constantly monitored by benchmarking salary surveys and by reports on executive remuneration and corporate governance prepared by leading consulting firms. The Remuneration Policy may be updated if necessary or appropriate by the Board of Directors, on the basis of a recommendation by the Remuneration Committee, which is responsible for periodic assessment of its appropriateness, overall consistency and concrete application, as described in detail below.
The Board of Directors complies with the Remuneration Policy, which takes account of conditions and practices for similar markets in defining the remuneration of: the Chairman and of the Chief Executive Officer, inclusive of the remuneration received as General Manager and that of the other Directors occupying specific positions and non-executive directors.
The Chairman, General Manager and Vice Chairman refer to the Remuneration Policy in setting the remuneration of key management personnel.
Without prejudice to the responsibilities of the Remuneration Committee, the Board of Directors is responsible for the following: (i) deciding the remuneration of directors occupying specific positions pursuant to article 2389, paragraph 3 or the Italian Civil Code; (ii) the allocation of the total remuneration for directors set by shareholders, if they have not done so; (iii) the examination of stock option plans to be submitted for shareholder approval and deciding the grant of options in implementation of those plans.
Furthermore the Board of Directors, supported by the Remuneration Committee, oversees the implementation of the remuneration policy.
As indicated above, a proposal to the Board of Directors on Remuneration Policy was formulated by the Remuneration Committee.
The Company created a Remuneration Committee in 2001, in compliance with the corporate governance code recommendations. Furthermore, when the Related Party Transaction Regulations were approved, the Board assigned responsibility to the Remuneration Committee for the formulation of an opinion (non binding or binding according to the case) on related-party transactions concerning the remuneration of the members of the
management and supervisory bodies and key management personnel, without prejudice to the provisions of Art. 2.01 f) of the aforementioned regulations.
The current committee was appointed by the Board on 17th April 2014 and is composed of Dr. Mario Garraffo, Chairman, Dr.ssa Rosalba Casiraghi and Avv. Michaela Castelli, all non- executive, independent directors. The Chairman Dr. Mario Garraffo and Dr.ssa Rosalba Casiraghi have specific expertise on financial matters.
The functions currently assigned to the Committee are as follows:
to formulate proposals to the Board on policies for the remuneration of directors, key management personnel and, where appropriate, other senior managers of the Recordati Group;
to periodically assess the appropriateness, overall consistency and concrete implementation of the policy for the remuneration of directors and key management personnel (and also, where appropriate, other senior managers in the Recordati Group), making use with regard to the latter of information supplied by the CEO, also through the Director of Group Human Resources;
to submit proposals or express opinions to the Board of Directors on the remuneration of executive directors and other directors who occupy specific positions and on the setting of performance objectives in relation to the variable component of that remuneration; to monitor the implementation of decisions made by the Board itself, verifying the actual achievement of the performance objectives;
to perform the functions assigned by the Board of Directors in relation to the administration of plans for the grant to employees and/or Directors of the Company and its subsidiaries of shares of the Company or options on them (stock options), without prejudice to the general responsibility of the Board itself for the supervision also of this matter;
to express an opinion, either binding or not binding, on related-party transactions of major importance and on related-party transactions of minor importance respectively, regarding remuneration, in compliance with the Related-Party Transaction Regulations.
The proceedings of meetings of the Remuneration Committee are governed by the following rules (contained in the Committee's regulations approved by the Board of Directors):
cases the meeting is considered as held in the place where the chairman and secretary are present;
The Remuneration Committee has the right to access the corporate information and functions needed to perform its duties and also to make use of external consultants, under the terms and conditions laid down by the Board of Directors. The Committee has the right to ask for adequate funds to be made available to it to carry out its duties.
The objectives pursued with the Remuneration Policy are to set remuneration which meets the following requirements:
The underlying principles and governing criteria of the Remuneration Policy are as follows:
No changes were made to the Remuneration Policy set for 2017. It has simply been clarified, in the "Remuneration Committee" section, that information about the completeness, the overall consistency and the concrete application of the Remuneration Policy may be provided to the Remuneration Committee by the Chief Executive Officer, including indirectly through the Group's Director of Human Resources.
With regard to members of the Board of Directors, the total remuneration set for directors by shareholders is allocated among them by the Board of Directors on the basis of the following criteria: all directors are paid a basic fee, plus an extra amount for non-executive directors in relation to their appointment to each committee, with a further extra amount for non executive directors who occupy the position of chairman on those committees.
Non-executive directors receive no other remuneration except for that described above and they are not therefore recipients of the benefits of the stock option plans in force.
The Chairman and Chief Executive Officer and the Vice Chairman receive an additional fee set by the Board pursuant to Art. 2389, paragraph 3 of the Italian Civil Code, in addition to the basic fee paid to each director.
The executive directors of the company (Dr. Alberto Recordati, Dr. Andrea Recordati and Dr. Fritz Squindo) are also employees of the Company. Like other key management personnel, they therefore also receive as part of their employee relationship a total fixed salary and, if the conditions are met, short term variable remuneration based on an MBO (Management by Objectives) scheme, along with a medium to long-term variable component of remuneration, based on stock option plans.
Where appropriate, further "on/off" objectives may be set for key management personnel, inclusive of executive directors, in addition to the MBO objectives in relation to projects of strategic importance for the Group.
As part of the process of appointing key management personnel, these persons may be paid a recruitment bonus in order to attract particularly high quality human resources.
Further details are given below of the components of total remuneration for key management personnel (including the three executive directors).
The fixed component of remuneration, the gross annual income, which is to say the contractually guaranteed annual remuneration is monitored for all top management positions by sector salary surveys and the amount is set, in order to meet the criteria of retention and adequate remuneration, at a competitive level on the market.
The percentage of the fixed component of remuneration as part of the overall remuneration varies from year to year depending on changes in the other components of remuneration: the amount of the short-term remuneration linked to the MBO scheme varies from year-to-year depending on the degree to which the company objective and individual objectives are achieved as better described below. The amount of the medium to long-term
variable remuneration resulting from stock option plans is linked to the performance of the Company's share price.
The variable component of salaries for key management personnel (including executive directors) is linked to the inclusion of these roles in a management by objectives (MBO) incentive scheme.
On the basis of this scheme, a bonus is paid on the achievement of annual results defined with the Company and measured according to parameters and weightings set in advance. Bonuses are payable for individuals in amounts proportionate to the achievement of the results for the year in question and with a maximum ceiling equal to 30% of gross annual income (GAI), with the exception made for that which is stated below for the Chief Executive Officer, the General Manager and Vice Chairman as well as for the General Manager for the Co-Ordination of Operations and Chief Financial Officer.
The MBO scheme involves the assignment of three individual objectives for each person, each of which is associated with a measurement indicator: this indicator represents the reference parameter which, if reached, determines the percentage achievement of the objective to which it is related.
One objective (Group operating income) is common to all key management personnel and senior managers to which the self-financing principle of the MBO scheme applies. According to that principle, no expenses are budgeted for the variable component of salaries, which is therefore only paid if the Group objective for operating income is exceeded by at least an amount, based on actual results, equal to the variable remuneration to be paid to those persons.
The measurement indicator consists of a progressive scale the lower end of which corresponds to 100% achievement of the objective and the upper end of which corresponds to 110% achievement of the objective, the ceiling for each objective.
A value is associated to the measurement indicator along a predetermined progressive scale for each percentage level of achievement of the objective between 100% and 110%.
Different progressive scales of the measurement indicator are possible depending on the objective. Finally the measurement indicator is descriptive for qualitative objectives (not associated with quantitative measurement indicators, such as projects of particular importance to the Company).
Each objective is also assigned a percentage of importance (or weighting ratio, which represents the proportion of the objective out of a total of 100%).
The weighted average (according to the percentage weightings assigned) of the percentage achievement of the three objectives assigned gives the percentage achievement of the MBO objective of the person concerned.
The threshold to pass to receive a bonus consists of exceeding the weighted average of 100% (no bonus is paid on a weighted average of less than or equal to 100%), while for the maximum weighted average (110%) the maximum bonus of 30% of GAI is paid.
It is clear, with regard to the above, that by including the important Group operating income objective among the individual objectives of each individual concerned, Recordati's MBO scheme tends not to reward individual performance in itself so much, but rather individual performance in a context of operating results which will allow the bonus to be paid, in line with the principle of aligning management interests with shareholder interests with a view to pursuing the long term interests of the Company.
For the sole position of the Chief Executive Officer, General Manager and Vice Chairman the maximum bonus payable is 50% of GAI , while for the sole position of General Manager for the Coordination of Operations and CFO the maximum bonus payable is 40% of GAI, in consideration of the particular strategic importance of those positions.
The right to the receipt of a bonus is acquired when the Board of Directors approves the consolidated financial statements from which achievement of the Group operating income objective set when the objective was decided is seen. The bonus is paid in the year in which the consolidated financial statements mentioned are approved. No reason can be seen, at present, to defer payment of the bonus with respect to the time when the right to receive it is acquired, (i) because of the amount, which is rather low in terms of a percentage of fixed income, (ii) because it forms part of a scheme which is already very challenging (see above for information on the self-financing nature of the MBO scheme) and (iii) because, with a view to continuity it lends itself to setting the same objectives each year. Furthermore, the main objective for key management personnel, which is budgeted Group operating income, is a target to which all the above persons contribute to achieving, without any single individual being able to influence that achievement exclusively. Finally, deferment of a part of variable remuneration is nevertheless guaranteed by the medium to long-term incentive scheme based on the grant of stock options, reported on below.
At present, no need can even be seen to insert criteria for determining conditions for the return of bonuses in contractual arrangements with executive directors, or those assigned particular duties, and with key management personnel, should it be discovered they were determined on the basis of data which was found subsequently to be manifestly inaccurate (i.e. "clawback" clauses).
This is because, in the absence of deferred payment of variable remuneration, and that is deferment that is not made for the reasons given above, the introduction of clawback clauses in the employment contracts of the senior managers in question would not only pose serious problems of interpretation and application, but would not provide an instrument for recovering the sums in question that is any more effective than the remedies available in existing law in the event of fraudulent conduct or gross negligence.
The objectives set for the head of the internal audit function and for the director responsible for drafting the Company's financial reports (currently covered by the Chief Financial Officer) are consistent with the duties assigned to them.
The medium to long-term incentive scheme adopted by the Company is based on granting stock option rights. The stock option plans adopted by the Company are available on the Company website at:
http://www.recordati.it/en/corporate\_governance/remuneration/stock\_option\_plans/
As is typical of these types of incentive tools, the beneficiaries are granted the right to purchase or subscribe a certain number of shares of the Company at a set price (the strike or exercise price), once a certain period of time has passed (the vesting period) and the condition for the achievement of the performance objective mentioned below has been satisfied. The right must be exercised before a specified expiration date (the end of the eighth year following that on which the options are granted).
The number of options granted to each beneficiary correlates with the importance of their position occupied in the organisation chart among the various senior management figures.
On the basis of the current stock option plans, options are generally granted on a two yearly basis and according to the plans, the exercise price is established on the basis of a fair market value calculation (the arithmetic average of the share prices quoted on the stock market in the period running from the grant date of the options and the same date of the previous calendar month). The total options granted to each beneficiary are divided into four equal tranches with four different successive vesting periods: the first tranche can be exercised (if the other conditions set by plans are satisfied) in the second year following that on which the options were granted; the second, third and fourth tranches may be exercised in the third, fourth and fifth years respectively following that in which the options were granted.
It is felt that the "staggered" vesting period described above puts a strong limitation on the likelihood that the beneficiaries of stock option plans will behave in a manner designed to increase the market value of shares in the short-term, at the expense of the creation of value over a medium to long-term time horizon.
An indispensible condition for the exercise of each tranche of options granted is the achievement of a performance objective which is based on the budgeted net consolidated income.
The existence of a performance clause in the stock option plan regulations also complies with the principle whereby the Remuneration Policy is consistent with the pursuit of the interests of the Company and its shareholders, which must coincide with the interests of the management.
The current stock option plans do not require the beneficiaries to continue to hold a portion of the shares purchased following the exercise of stock options. This is because it is considered that the structure of the stock option plans as described above, with a vesting period "staggered" over four years and expiration of the options in the eighth year following that on which they are granted, is sufficient to ensure that priority is given to the creation of wealth for shareholders over a medium to long-term time horizon.
In compliance with the underlying principles of the Remuneration Policy and in line with the objectives to attract, motivate and retain key personnel, it is also possible to pay bonuses on a one-off basis, with a maximum ceiling of 100% of Gross Annual Income for the services of key management personnel (including the executive directors) defined as "extra performance", which is to say performance significantly higher than the base parameters set for the assignment of both short and medium to long-term variable remuneration.
The Remuneration Policy does not contemplate particular non-monetary benefits other than those defined as standard for senior management (e.g. company car).
The Remuneration Policy does not provide for end of contract indemnities for nonexecutive directors nor does it normally do so for executive directors.
As concerns other key management personnel, if it is considered to be in the best interests of the Company, considering the importance of a senior manager's position in the organisation of
the company, agreements may be entered into which involve the payment of special indemnities, usually equal to a certain number of month's or year's salary, if an employment relationship is terminated by initiative of the Company for reasons other than "just cause"; reference is also made here to the prevailing market practices at the time. In consideration of those practices no linkage is generally made between these possible payments and the performance of the Company.
In all other cases, should an employment relationship terminate early for reasons other than just cause, key management personnel are paid an indemnity in accordance with the provisions of the law and of the national labour contract for the senior management of industrial companies and in some cases together with an additional amount calculated on a fair pay basis.
In the event of a director retiring from office and/or the termination of the employment relationship of an executive director or a general manager, on conclusion of the internal processes which lead to the grant or payment of indemnities and/or other benefits, the Company shall disclose detailed information on the matter by means of a press release to the market.
No additional cover with respect to that which is compulsory by law or provided under labour contracts is provided by the company except for supplementary F.A.S.I. insurance to cover medical expenses and a D&O policy.
Firstly, it should be kept in mind that at the Shareholders' Meeting on 11th April 2017, the shareholders appointed a new Board of Directors and a new Board of Statutory Auditors until the financial statements for 2019 are approved. On the same date, the Board of Directors resolved to confirm Dr. Alberto Recordati as Chairman of the Board of Directors of the Company and Dr. Andrea Recordati as Chief Executive Officer, General Manager and Vice Chairman.
After the new appointments, the Board of Directors is composed as follows:
Alberto Recordati - Chairman Andrea Recordati - Vice Chairman and Chief Executive Officer Rosalba Casiraghi – Independent Director Michaela Castelli - Independent Director Elisa Corghi - Independent Director Paolo Fresia - Independent Director Mario Garraffo - Independent Director Fritz Squindo – Managing director and Chief Financial Officer Marco Vitale - Independent Director
After the new appointments, the Board of Statutory Auditors is composed as follows: Antonio Santi - Chairman Marco Nava - Statutory Auditor Livia Amidani Aliberti - Statutory Auditor
Details are given as at 31st December 2017, of each of the items of which the remuneration earned is composed relating to 2017 for the following:
(i) the Chairman, Dr. Alberto Recordati;
(ii) the Vice Chairman, Chief Executive Officer and General Manager, Dr. Andrea Recordati;
(iii) the other members of the Board of Directors;
(iv) the members of the Board of Statutory Auditors;
(v) the other key management personnel in the company and in its subsidiaries (information provided on an aggregate basis).
As at 31st December 2017, four employees of the Company and two employees of its subsidiaries were identified as other key management personnel.
One member of key management personnel who was an employee of a subsidiary resigned during 2017.
The information provided in this section also relates to options, shares and remuneration paid on a pro-rata annual basis to this other member of key management personnel who left the Group in 2017.
As already reported, on the basis of a proposal submitted by the majority shareholder, the Shareholders' Meeting held on 11th April 2017 approved fixed remuneration for the Directors (€440,000) and the Board of Statutory Auditors (€50,000 for the Chairman and €35,000 for each Statutory Auditor); the difference compared to what was approved for the boards in office the previous year takes into account the reduction in the number of Directors from ten to nine approved by the shareholders. On that same date, the Board of Directors had therefore set the fees to be paid to Directors appointed to specific posts and members of the various internal Board Committees on the basis of a proposal made by the Remuneration Committee.
Alberto Recordati: (i) "basic" remuneration as a director of Recordati S.p.A.; (ii) remuneration as Chairman of the Company in accordance with article 2389, paragraph 3 of the Italian Civil Code; (iii) fixed remuneration as a senior manager of the Company; (iv) benefits of a nonmonetary nature; (v) variable MBO remuneration relating to 2017.
In 2017, Dr. Alberto Recordati exercised 90,000 option rights granted in implementation of the 2010-2013 Stock Option Plan and the 2014-2018 Stock Option Plan.
Andrea Recordati: (i) "basic" remuneration as a director of Recordati S.p.A.; (ii) remuneration as Chief Executive Officer of the Company in accordance with article 2389, paragraph 3 of the Italian Civil Code; (iii) fixed remuneration as a senior manager of the Company, specifically as General Manager; (iv) variable MBO remuneration relating to 2017.
In 2017, Dr. Andrea Recordati exercised 350,000 option rights granted in implementation of the 2010-2013 Stock Option Plan and the 2014-2018 Stock Option Plan.
Rosalba Casiraghi (Director): (i) "basic" remuneration as a director of Recordati S.p.A.; (ii) remuneration as a member of the Remuneration Committee of the Company.
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Michaela Castelli (Director): (i) "basic" remuneration as a director of Recordati S.p.A.; (ii) remuneration as a member of the Remuneration Committee of the Company; (iii) remuneration as a member of the Audit, Risk and Sustainability Committee.
Elisa Corghi (Director from 11th April 2017): (i) "basic" remuneration as a director of Recordati S.p.A. from 11th April; (ii) remuneration as a member of the Audit, Risk and Sustainability Committee from 11th April.
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Mario Garraffo (Director): (i) "basic" remuneration as a director of Recordati S.p.A.; (ii) remuneration as a member of the Remuneration Committee of the Company and as chairman of that committee.
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Paolo Fresia (Director): (i) "basic" remuneration as a director of Recordati S.p.A.
Fritz Squindo (Director): (i) "basic" remuneration as a Director of Recordati S.p.A.; (ii) fixed remuneration as a senior manager of the Company; (iii) variable MBO remuneration relating to 2017; (iv) benefits of a non-monetary nature. See also the information given in sub-section 2. In 2017, Dr. Fritz Squindo exercised 100,000 option rights granted in implementation of the 2010-2013 Stock Option Plan.
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Marco Vitale (Director): (i) "basic" remuneration as a director of Recordati S.p.A.; (ii) remuneration as a member of the Audit, Risk and Sustainability Committee of the Company and as the Chair of that committee; (iii) remuneration for consultancy provided to the Company ("other remuneration").
*
Antonio Santi (Chairman of the Board of Statutory Auditors from 11th April 2017): remuneration for the position of Chairman of the Board of Statutory Auditors of Recordati S.p.A. from the date of appointment, as set by the shareholders on 11th April 2017.
Marco Nava (Chairman of the Board of Statutory Auditors until 11th April 2017 and Statutory Auditor thereafter): (i) remuneration for the position of Chairman of the Board of Statutory Auditors of Recordati S.p.A., as set by the shareholders when appointed, up to 11th April 2017; (ii) remuneration for the position of Statutory Auditor of Recordati S.p.A., as set by the shareholders when appointed, from 11th April; (iii) remuneration for the position of Statutory Auditor of subsidiaries of Recordati S.p.A.
Livia Amidani Aliberti (Statutory Auditor): remuneration for the position of Statutory Auditor of Recordati S.p.A. set by the Shareholders when appointed.
Marco Rigotti (Statutory Auditor until 11th April 2017): remuneration for the position of Statutory Auditor of Recordati S.p.A., as set by the shareholders when appointed, up until 11th April 2017.
Four members of key management personnel of the Company: (i) fixed remuneration as senior managers; (ii) variable MBO relating to 2017; (iii) una tantum bonus for a member of key management; (iv) benefits of a non-monetary nature.
In 2017, these key managers exercised a combined 55,000 option rights assigned to them in implementation of the 2010-2013 Stock Option Plan and the 2014-2018 Stock Option Plan.
Three members of key management personnel of the Company's subsidiaries (one of whom resigned from the position during 2017): (i) fixed remuneration as senior managers; (ii) variable MBO relating to 2017; (iii) benefits of a non-monetary nature.
In 2017, these key managers exercised a combined 82,500 option rights assigned to them in implementation of the 2010-2013 Stock Option Plan and the 2014-2018 Stock Option Plan.
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The implementation of the remuneration policy in 2017, in accordance with the verification performed by the Remuneration Committee when it made its periodic assessment required under the Corporate Governance Code, complied with the general principles approved by the Board of Directors and agreed upon by the Remuneration Committee.
Furthermore, detailed information on the Stock Option Plans of the Company is given in the information documents prepared in accordance with Art. 84-bis of the Consob Issuers' Regulations relating to each outstanding Stock Option Plan and each plan pursuant to Art. 114 bis of the Consolidated Finance Law, which may be consulted on the Company website at the address:
http://www.recordati.com/en/corporate_governance/remuneration/stock_option_plans/.
In addition, it should be noted that the Board of Directors, in consideration of the fact that the current 2014-2018 Stock Options Plan will expire along with the Shareholder's Meeting to approve the 2017 Annual Report, has resolved to propose that the Shareholders approve a new stock option plan for 2018-2022.
For further information, please refer to the section of the Directors' Report on this point on the agenda (with an information document attached, prepared in accordance with Article 84 bis of the Consob Issuers' Regulations), which will be made available and may be consulted on the Company website within the timeframe envisaged by law.
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In 2014 a supplementary agreement to the executive employment contract between the Company and Dr. Fritz Squindo was signed with an opinion in favour from the Remuneration Committee. This agreement provides for the payment to this senior manager of an indemnity equal to his gross remuneration (inclusive of variable remuneration and bonuses) received in the 60 months prior to the date of the termination of his contract, in the event of his contract being terminated by the Company, except for the circumstance of dismissal for "just cause" and termination of the contract by the senior manager in application of the
provisions of the National Labour Contract for senior managers of companies that produce goods and services in the following cases: transfer of the ownership of the company, inclusive of cases of concentrations, mergers, demergers; transfer of the senior manager to another place of work; committal to trial of the senior manager for facts relating to the duties assigned to him, and change of job role. The indemnity shall replace and totally cover any indemnities determined in application of the aforementioned National Labour Contract in the cases mentioned above. With regard to incentive schemes based on financial instruments, the Company agrees to act in such a way that the senior manager maintains the right to exercise the option rights granted, once they have vested, under the terms and conditions laid down for the aforementioned plans for the beneficiaries in general.
Furthermore, prior to signing an unemployment contract a supplementary agreement to the contract subsequently entered into was signed by another member of key management personnel, which provides for the payment to the senior manager of a "golden handshake" remuneration of 36 month's salary in the event of termination of employment contract by the Company, except for termination for "just cause". The senior manager shall have the right to that remuneration until within three years of obtaining the right to a pension at which time the remuneration will diminish by one month for each month of employment. The effects of the end of contract on rights granted under incentive schemes based on financial instruments in place, approved by S.p.A. in accordance with Art. 114 bis of the Consolidated Finance Law are not expressly regulated and therefore the provisions of the stock option plans illustrated below apply.
No agreements exist which involve the assignment or maintenance of non monetary benefits or the stipulation of special consultancy contracts in the event of the termination of an employment relationship. No agreements exist which involve non-competition commitments on termination of an employment relationship or leaving office.
As concerns the effects of the end of an employee relationship on existing incentive plans based on financial instruments approved by Recordati S.p.A., in accordance with Art. 114 bis of the Consolidated Finance Law, the 2014-2018 Stock Option Plan approved by the Shareholders' Meeting held on 17th April 2014 provides for the following:
"Unless established otherwise by the Board or the Committee Chairman, the termination of a Participant's employment contract with the Company or, according to the case, with another company of the Group, (the "Termination of the Employment Contract"), for any reason, will result in the automatic exclusion of the Participant from the Plan and the permanent and irrevocable loss of validity for the tranches not yet vested of the Options already granted at the date of Termination of the Employment Contract."
Without prejudice to the previous paragraph, if on the date of the Termination of Employment, a Participant in the Plan holds Options in relation to one or more tranches that have already vested, but which have not yet been exercised, that Participant may exercise the Options in relation to those tranches that have already vested within 30 days of the date of the Termination of Employment, while those Options lose all validity if they are not exercised within that period. Nevertheless, if the Termination of the Employment Contract is due to the retirement of the Participant, the latter may, unless decided otherwise by the Remuneration Committee or by the Board, exercise those Options already vested, but not yet exercised on the date of the Termination of the Employment Contract, until the Expiry Date.
Without prejudice to the previous paragraph, in the event of the Termination of the Employment Contract due to death or permanent invalidity of a Participant in the Plan, the Options already granted on the date of the Termination of the Employment Contract shall become immediately exercisable by the heirs of the Participant in the case of the death of the
latter, or by the Participant in person or his/her legal representative if incapacitated in the case of permanent invalidity, for a period of one year following the date of the Termination of the Employment Contract. After that period of one year has passed, the Options shall permanently and irrevocably lose their validity. If an Employment Contract is terminated for other reasons, the Board or the Remuneration Committee may decide, at its sole discretion, that the Options granted to the Participant in question may be exercised immediately, if it considers that particular circumstances exist which make it appropriate, in the case in question, to make this decision.
In all cases, the termination of the employment contract of a Participant with the Company as a result of the transfer of the latter to another company in the Group, does not constitute a case of Termination of the Employment Contract for the purposes of the provisions that precede this paragraph. However, it does constitute Termination of Employment in cases where a change of control occurs, in the sense of a transfer to third parties (i) of the subsidiary to which the Participant belongs by the Company or (ii) of the company or the part of the company in which the Participant works by the Company or one of its subsidiaries."
The 2010 - 2013 Plan Stock Option Plan that is still ongoing provides for the following in relation to options granted under that plan:
"Unless established otherwise by the Board or the Committee Chairman, the termination of a Participant's employment contract with the Company or, according to the case, with another company of the Group, depending on the context (the 'Termination of the Employment Contract'), for any reason, will result in the automatic exclusion of the Participant from the Plan and the permanent and irrevocable loss of validity for the tranches not yet vested of the Options already granted at the date of Termination of the Employment Contract.
Without prejudice to the above, if at the date of Termination of the Employment Contract, a Participant in the Plan possesses Options which have already vested in relation to one or more tranches, but which have not yet been exercised, the Participant may exercise those Options, in relation to the tranches already vested, within 30 days of the date of the Termination of the Employment Contract, while those Options shall lose all validity if they are not exercised within that period."
Without prejudice to the above, in the event of the Termination of the Employment Contract due to death or permanent invalidity of a Participant in the Plan, the Options already granted on the date of the Termination of the Employment Contract shall become immediately exercisable by the heirs of the Participant in the case of the death of the latter, or by the Participant in person of his/her legal representative if incapacitated in the case of permanent invalidity, for a period of one year following the date of the Termination of the Employment Contract. After that period of one year has passed, the Options shall permanently and irrevocably lose their validity.
In all cases, the termination of the employment contract of a Participant with the Company as a result of the transfer of the latter to another company in the Group, does not constitute a case of Termination of the Employment Contract for the purposes of the provisions that precede this paragraph. However, it does constitute Termination of Employment in cases where a change of control occurs, in the sense of a transfer to third parties (i) of the subsidiary to which the Participant belongs by the Company or (ii) of the company or the part of the company in which the Participant works by the Company or one of its subsidiaries."
* * *
In 2017, the Remuneration Committee convened five times. The average duration of the meetings was about one hour and twenty minutes. The percentage of attendance of the Committee members at the meetings is given in the table contained at the end of paragraph 4.2 of the Report on Corporate Governance and Ownership Structure.
The Committee has met three times during the current year.
In 2017 and until the date of the approval of this report the activities of the committee mainly concerned the following:
The members of the Board of Statutory Auditors and the Chief of Group Human Resources were constantly invited to participate in the work of the Committee. Other members of that Board also participated in some meetings. On invitation by the Committee Chairman, the General Manager for co-ordination of operations, also took part in some meetings on specific subjects.
The meetings of the Remuneration Committee have been properly minuted.
The Committee had access to the information and Company functions that were necessary for the performance of its duties; it did not consider it necessary to make use of outside consultants.
The Committee did not incur any expenses in performing its duties during the year.
| Board of Directors(*) | Description of Office | Remuneration | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||
| Name and Surname | Position | Period in which the position was held |
Date on which appointment ends |
Fixed remuneration € |
Remuneration for attendance on committees € |
Non-equity variable remuneration € |
Non monetary benefits € |
Other remun eration € |
TOTAL (**) € |
Fair value of equity remun eration € |
End of term of office or of employment relationship indemnity € |
|||
| Bonuses and other incentives |
Share in profits |
|||||||||||||
| Alberto Recordati | Chairman | 2017 | Approval of 2019 Annual Report |
(i) 40 (ii) 100 (iii) 440 |
0 | 132 | 0 | 4 | 0 | 716 | 109 | 0 | ||
| Andrea Recordati | Vice Chair, CEO and GM |
2017 | Approval of 2019 Annual Report |
(i) 40 (ii) 100 (iii) 662 |
0 | 331 | 0 | 0 | 0 | 1,133 | 109 | 0 | ||
| Rosalba Casiraghi | Director | 2017 | Approval of 2019 Annual Report |
(i) 40 | 10 (a) | 0 | 0 | 0 | 0 | 50 | 0 | 0 | ||
| Michaela Castelli | Director | 2017 | Approval of 2019 Annual Report |
(i) 40 | 10 (a) 10 (b) |
0 | 0 | 0 | 0 | 60 | 0 | 0 | ||
| Elisa Corghi | Director | From 11.4 to |
Approval of 2019 Annual |
(i) 40 | 10 (b) | 0 | 0 | 0 | 0 | 50 | 0 | 0 |
| 31.12.17 | Report | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paolo Fresia | Director | 2017 | Approval of | (i) 40 | 0 | 0 | 0 | 0 | 0 | 40 | 0 | 0 |
| 2019 Annual | ||||||||||||
| Report | ||||||||||||
| Mario Garraffo | Director | 2017 | Approval of | (i) 40 | 20 (c) | 0 | 0 | 0 | 0 | 60 | 0 | 0 |
| 2019 Annual | ||||||||||||
| Report | ||||||||||||
| Fritz Squindo | Director | 2017 | Approval of | (i) 40 |
0 | 240 | 0 | 3 | 0 | 885 | 109 | 0 |
| 2019 Annual | (iii) 602 | |||||||||||
| Report | ||||||||||||
| Marco Vitale | Director | 2017 | Approval of | (i) 40 | 20 (d) | 0 | 0 | 0 | 50 | 110 | 0 | 0 |
| 2019 Annual | (1) | |||||||||||
| Report |
* Directors receive remuneration solely from the Company Recordati S.p.A. (and not therefore from its subsidiaries or associates).
** The "Total" in column (6) contains the sum of items (1) to (5).
(i) Emoluments approved by shareholders even if not paid.
(ii) Remuneration for special positions pursuant to Art. 2389, paragraph 3 of the Italian Civil Code.
(iii) Fixed employee remuneration gross of social security payments and tax borne by the employee, net of compulsory collective social security payments borne by the Company.
Neither attendance payments nor lump-sum expense reimbursements are paid.
(a) For the position of member of the Remuneration Committee.
(b) For the position of member of the Audit, Risk and Sustainability Committee.
(c) For the position of Chairman of the Remuneration Committee
(d) For the position of Chairman of the Audit, Risk and Sustainability Committee.
(1) For consulting activity.
The portion of equity remuneration paid recognised in the financial statements.
| Board of Statutory Auditors |
Description of Office | Remuneration | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Name and Surname | Position | Period in which the position |
Date on which appointment ends |
Fixed remuneration € |
Remuneration for attendance on committees |
Non-equity variable remuneration € |
Non monetary benefits |
Other remun eration |
TOTAL (*) € |
Fair value of equity remun |
End of term of office or of employment |
|
| was held | € | Bonuses and other incentive s |
Share in profits |
€ | € | eration € |
relationship indemnity |
|||||
| (I) Remuneration at Recordati S.p.A. | ||||||||||||
| Antonio Santi | Chairman, Board of Statutory Auditors |
11.4 to 31.12.17 |
Approval of 2019 Annual Report |
36 | 0 | 0 | 0 | 0 | 0 | 36 | 0 | 0 |
| Marco Nava | Chairman | 1.1 to 11.4.17 |
- | 14 | 0 | 0 | 0 | 0 | 0 | 39 | 0 | 0 |
| Statutory Auditor |
11.4 to 31.12.17 |
Approval of 2019 Annual Report |
25 | |||||||||
| Livia Amidani Aliberti | Statutory Auditor |
2017 | Approval of 2019 Annual Report |
35 | 0 | 0 | 0 | 0 | 0 | 35 | 0 | 0 |
| Auditors no longer in office | ||||||||||||
| Marco Rigotti | Statutory Auditor |
1.1 to 11.4.17 |
- | 10 | 0 | 0 | 0 | 0 | 0 | 10 | 0 | 0 |
| (II) Reumneration from subsidiaries and associates: Dr. Antonio Santi, Dr.ssa Amidani Aliberti and Dr. Rigotti received no rumeration from subsidiaries or associate companies of | Recordati S.p.A.) | |||||||||||
| Marco Nava | 13 | 0 | 0 | 0 | 0 | 0 | 13 | 0 | 0 | |||
| (III) TOTAL | ||||||||||||
| Antonio Santi | 36 | 0 | 0 | 0 | 0 | 0 | 36 | 0 | 0 | |||
| Marco Nava | 49 | 0 | 0 | 0 | 0 | 0 | 49 | 0 | 0 | |||
| Livia Amidani Aliberti | 35 | 0 | 0 | 0 | 0 | 0 | 35 | 0 | 0 |
| Other key management personnel | Remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (A) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Fixed remuneration € |
Remuneration for attendance on committees |
Non-equity variable remuneration € |
Non monetary benefits |
Other remunerati on |
TOTAL (**) € |
Fair value of equity remunerati |
End of term of office or of employment |
||
| € | € | € | on € |
relationship indemnity € |
|||||
| Bonuses and other incentives |
Share in profits | ||||||||
| FOUR (4) KEY MANAGEMENT PERSONNEL MEMBERS OF THE COMPANY (*) |
1,166 | 0 | 385 | 0 | 11 | 0 | 1,562 | 263 | 0 |
| THREE (3) KEY MANAGEMENT PERSONNEL MEMBERS OF SUBSIDIARIES (*) |
631 | 0 | 97 | 0 | 48 | 0 | 776 | 124 | 0 |
| TOTAL | 1,797 | 0 | 482 | 0 | 59 | 0 | 2,338 | 387 | 0 |
* In office as at 31st December 2017 there were four key management personnel at the Company and two key management personnel at subsidiaries. During 2017, one manager considered as key personnel resigned. The information provided also relates to that member of senior management on a pro-rata annual basis.
** The "Total" in column (6) contains the sum of items (1) to (5).
| Options held on 1.1.2017 |
Options exercised in 2017 | Options expired in 2017 |
Options held on 31.12.17 |
Options related to 2017 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname | Position held | Plan and resolution date |
Number of options |
Exercise price € |
Exercise period (from - until) |
Number of options |
Exercise price € |
Market price of Recordati share on exercise date € (c) |
Number of options |
Number of options |
Fair value (€ thousand) |
| Alberto Recordati |
Chairman (a) | 2010-2013 Plan (b) 13.4.10 |
45,000 | 5.307 | 2017*-31.12.20 | 45,000 | 5.307 | 36.554 | 0 | 198,000 | 109 |
| 2014-2018 Plan (b) - 17.04.14 |
45,000 45,000 45,000 27,000 27,000 27,000 27,000 |
12.29 12.29 12.29 21.93 21.93 21.93 21.93 |
2017-31.12.22 2018-31.12.22 2019-31.12.22 2018-31.12.24 2019-31.12.24 2020-31.12.24 2021*-31.12.24 |
45,000 | 12.29 | 36.554 | |||||
| Andrea Recordati |
Vice Chairman, CEO and General Manager (a) |
2010-2013 Plan (b) 13.4.10 |
32,500 32,500 32,500 32,500 32,500 32,500 32,500 32,500 |
6.7505 6.7505 6.7505 6.7505 5.307 5.307 5.307 5.307 |
2013-31.12.19 2014-31.12.19 2015-31.12.19 2016-31.12.19 2014-31.12.20 2015-31.12.20 2016-31.12.20 2017-31.12.20 |
70,000 10,000 10,000 10,000 10,000 10,000 10,000 80,000 10,000 10,000 10,000 10,000 10,000 |
6.7505 6.7505 6.7505 6.7505 6.7505 6.7505 6.7505 5.307 5.307 5.307 5.307 5.07 5.307 |
35.798 35.742 35.925 35.469 35.299 35.794 36.368 36.368 37.544 37.071 36.994 36.187 36.411 |
0 | 198,000 | 109 |
| 2014-2018 Plan (b) |
45,000 45,000 45,000 |
12.29 12.29 12.29 |
2016-31.12.22 2017-31.12.22 2018*-31.12.22 |
90,000 | 12.29 | 36.368 |
| Fritz Squindo | Director (a) |
- 17.04.14 2010 -2013 Plan (b) - 13.4.10 |
45,000 27,000 27,000 27,000 27,000 45,000 45,000 45,000 45,000 |
12.29 21.93 21.93 21.93 21.93 6.7505 6.7505 6.7505 6.7505 |
2019 -31.12.22 2018 -31.12.24 2019 -31.12.24 2020 -31.12.24 2021 -31.12.24 2013 -31.12.19 2014 -31.12.19 2015 -31.12.19 2016* -31.12.19 |
10,000 10,000 10,000 10,000 10,000 |
6.7505 6.7505 6.7505 6.7505 6.7505 |
37.071 36.994 36.411 36.451 36.421 |
0 | 548,000 | 109 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 45,000 45,000 45,000 45,000 |
5.307 5.307 5.307 5.307 |
2014 -31.12.20 2015 -31.12.20 2016 -31.12.20 2017 -31.12.20 |
10,000 10,000 10,000 10,000 10,000 |
6.7505 6.7505 6.7505 6.7505 6.7505 |
36.445 36.761 37.068 37.195 37.099 |
||||||
| 2014 -2018 Plan (b) - 17.04.14 |
45,000 45,000 45,000 45,000 27,000 27,000 27,000 27,000 |
12.29 12.29 12.29 12.29 21.93 21.93 21.93 21.93 |
2016 -31.12.22 2017 -31.12.22 2018 -31.12.22 2019 -31.12.22 2018 -31.12.24 2019 -31.12.24 2020 -31.12.24 2021 -31.12.24 |
||||||||
| Total for the 4 key managers of the company (d) |
2010 -2013 Plan 13.4.10 (b) and 2014 -2018 Plan (b) 17.04.14 |
610,000 | 15.93 (e) |
2,361 (f) |
55,000 | 10.13 (e) |
35.33 (g) |
0 | 555,500 | 263 |
| Total for the 3 key managers of subsidiaries (d) |
2010-2013 Plan 13.4.10 (b) and 2014-2018 Plan (b) 17.04.14 |
333,000 | 15.00 (e) |
2,347 (f) |
82,500 | 9.33 (e) |
35.33 (g) |
0 | 140,500 (h) |
124 |
|---|---|---|---|---|---|---|---|---|---|---|
* Thirty days after the Shareholders' Meeting held to approve the annual report of the previous year.
a) The individual is a beneficiary of stock option plans as an employee of strategic importance at Recordati S.p.A..
b) No plans exist in force at subsidiaries and associates of Recordati S.p.A..
c) Official price of the day.
d) In office as at 31st December 2017 there were four key management personnel at the Company and two key management personnel at subsidiaries. During 2017, one manager considered as key personnel resigned effective 9th June 2017.
e) Average exercise price.
f) Average length of the period in days.
g) Average market price.
h) Specifically regarding the key company manager who resigned effective 9th June 2017, as per the stock option plan rules, all options granted to but not yet exercised by that employee were forfeited.
| Board of Directors | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (1) | (2) | (3) | (4) | ||||
| Name and Surname | Position | Plan | Bonus for 2017 (2017 MBO) | Prior Year Bonuses | Other Bonuses | ||||
| (A) | (B) | (C) | (A) | (B) | (C) | ||||
| Payable | Deferred | Deferment period |
No longer payable |
Paid (**) |
Still deferred | ||||
| Alberto Recordati (*) |
Chairman | Variable incentive scheme (2017 MBO) |
132 | - | - | - | 132 | - | - |
| Andrea Recordati (*) |
Vice Chairman, CEO and GM |
Variable incentive scheme (2017 MBO) |
331 | - | - | - | 198 | - | - |
| Fritz Squindo (*) |
Director | Variable incentive scheme (2017 MBO) |
240 | - | - | - | 380 | - | - |
(*) This individual is a beneficiary of the monetary incentive scheme for 2017 (MBO 2017) as an employee of the Company.
The other members of the Board of Directors and members of the Board of Statutory Auditors are not beneficiaries of any monetary incentive scheme.
(**) Bonus relating to 2016 paid in 2017 (MBO 2016) and, for Dr. Squindo, an extra-performance bonus.
| Other key management personnel | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| First Name and Last Name | Plan | Bonus for 2017 | Prior Year Bonuses | Other Bonuses |
|||||||
| (A) | (B) | (C) | (A) | (B) | (C) | ||||||
| Payable | Deferred | Deferment period |
No longer payable |
Paid (**) |
Still deferred | ||||||
| Four (4) key management personnel members (*) |
Variable incentive scheme (2017 MBO) |
338.5 | - | - | - | 341 | - | 46.5 (***) |
|||
| Three (3) key management personnel members at subsidiaries (*) |
Variable incentive scheme (2017 MBO) |
97 | - | - | - | 132 | - | - | |||
| TOTAL | Variable incentive scheme (2017 MBO) |
435.5 | - | - | - | 473 | - | 46.5 (***) |
(*) In office as at 31st December 2017 there were four key management personnel at the Company and two key management personnel at subsidiaries. During 2017, one manager considered as key personnel resigned effective 9th June 2017.
(**) Bonus relating to 2016 (2016 MBO scheme) paid in 2017.
(***) Una tantum bonus in favour of a member of key management in relation to 2017.
| Position | Recordati S.p.A. | Number of shares Number of shares |
Number of | Number of shares held | ||
|---|---|---|---|---|---|---|
| Board of Directors | type of shares | held on | purchased in 2017 | shares sold in | on 31.12.2017 | |
| 31.12.2016 | 2017 | |||||
| DIRECTORS IN OFFICE AS AT 31.12.2017 | ||||||
| Alberto Recordati | Chairman | ordinary | 360,000 | 90,000* | 450,000* | 0 |
| Andrea Recordati | Vice Chairman, CEO and General Manager |
ordinary | 135,008 | 350,000* | 485,008* | 0 |
| Rosalba Casiraghi | Director | ordinary | 0 | 0 | 0 | 0 |
| Michaela Castelli | Director | ordinary | 0 | 0 | 0 | 0 |
| Elisa Corghi1 | Director | ordinary | 0 | 0 | 0 | 0 |
| Paolo Fresia | Director | ordinary | 50,000 | 0 | 0 | 50,000 |
| Mario Garraffo | Director | ordinary | 0 | 0 | 0 | 0 |
| Fritz Squindo | Director | ordinary | 334,216 | 100,000* | 312,216* | 122,000 |
| Marco Vitale | Lead Independent Director | ordinary | 0 | 0 | 0 | 0 |
*includes shares resulting from the exercise of stock options
1 Appointed on 11th April 2017
| Board of Statutory Auditors | Position | Recordati S.p.A. type of shares |
Number of shares held on |
Number of shares purchased in 2017 |
Number of shares sold in |
Number of shares held on 31.12.2017 |
|---|---|---|---|---|---|---|
| 31.12.2016 | 2017 | |||||
| Antonio Santi2 | Chairman | ordinary | 0 | 0 | 0 | 0 |
| Marco Nava | Statutory Auditor | ordinary | 0 | 0 | 0 | 0 |
| Livia Amidani Aliberti | Statutory Auditor | ordinary | 0 | 0 | 0 | 0 |
| Sindaci cessati all'11.04.2017 | ||||||
| Recordati S.p.A. | Number of shares | Number of shares | Number of | Number of shares held | ||
| Position | type of shares | held on | purchased in 2017 | shares sold in | on 31.12.2017 | |
| 31.12.2016 | 2017 | |||||
| Marco Rigotti | Statutory Auditor | 0 | 0 | 0 | 0 | 0 |
| Recordati S.p.A. type of shares |
Number of shares held on 31.12.2016 |
Number of shares purchased in 2017 |
Number of shares sold in 2017 |
Number of shares held on 31.12.2017 |
|
|---|---|---|---|---|---|
| Seven key management personnel members (*) | ordinary | 0 | 137,500 | 137,500 | 0 |
(*) In office as at 31st December 2017 there were four key management personnel at the Company and two key management personnel at subsidiaries. During 2017, one manager considered as key personnel resigned effective 9th June 2017.
2 Appointed on 11th April 2017
Milan, 15th March 2018
for the Board of Directors The Vice Chairman and Chief Executive Officer Dr. Andrea Recordati
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