Remuneration Information • Mar 30, 2023
Remuneration Information
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(Approved by the Board of Directors of 15 March 2023 and submitted to resolution of the Shareholders' Meeting convened on 21 April 2023)
Drawn up and published pursuant to Art. 123-ter of Italian Legislative Decree no. 58/1998 and in compliance with the provisions of Art. 84-quater and Annex 3A, Schedule 7-bis and Schedule 7 ter of Consob Resolution no. 11971/1999 ("Issuers' Regulations"), and the Corporate Governance Code.
This document ("Report on the remuneration policy and fees paid", in short, the "Report") was drawn up in compliance with the provisions of Art. 123-ter of the Consolidated Law on Finance (TUF), Art. 84-quater and Annex 3A, Schedule 7-bis and Schedule 7-ter of the Issuers' Regulations as well as with the Corporate Governance Code - in particular Article 5 (under the heading "Remuneration") - to which the Company adheres.
This Report, approved by the Board of Directors on the proposal of the Remuneration Committee, on 15 March 2023, is divided into two Sections.
The first Section clearly and comprehensibly illustrates the General Policy of Openjobmetis S.p.A. Agenzia per il Lavoro ("Openjobmetis" or "Company") on remuneration for the year 2023 ("Remuneration Policy" or "2023 Policy") for Directors, Executives with strategic responsibilities, and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, Statutory Auditors, as well as the procedures used for its adoption and implementation.
The second Section clearly and comprehensibly – by name for the members of the board of directors and control bodies, and in aggregate form for the Executives with strategic responsibilities of Openjobmetis – provides an adequate representation of each of the items that make up the remuneration, illustrating analytically the fees paid in 2022 for any reason and in any form by the company and by subsidiaries or associates; it also illustrates how the Company took into account the vote cast the previous year on the second Section of the Report, submitted to the attention of the Shareholders' Meeting of 19.04.2022.
Pursuant to Art. 123-ter, paragraph 1, at least twenty-one days before the date of the shareholders' meeting envisaged by Art. 2364, second paragraph, of the Italian Civil Code, the Company makes this Report available to the public. Once approved by the Board of Directors, this Report is submitted to the Shareholders for voting on an annual basis or on the occasion of changes to the Policy itself.
Pursuant to Art. 123-ter, paragraph 3-ter, of the TUF, the resolution of the Shareholders' Meeting on the first Section of the Report, concerning the Company's remuneration policy, is binding; if the Shareholders' Meeting does not approve it, the Company will continue to pay remuneration in accordance with the most recent approved remuneration policy, until the Shareholders vote again.
Pursuant to Art. 123-ter, sixth paragraph, of the TUF, the resolution of the Shareholders' Meeting on the second Section of that report is not binding and must be limited to expressing an advisory opinion for or against.
1.a Bodies or parties involved in the drafting, approval and potential updating of the Remuneration Policy and persons responsible for its correct implementation.
The definition of the Company's Remuneration Policy is the result of a clear and transparent process in which the Shareholders' Meeting, the Remuneration Committee (hereinafter also referred to as "Committee"), the Board of Directors (hereinafter also referred to as "BoD"), the Chairman of the BoD, the Managing Director and the Board of Statutory Auditors play a central role.
Due to the regulatory developments and transparency requirements toward the stakeholders, the Company is constantly working to improve its internal processes as well as its communication methodology.
In accordance with the provisions of Art. 2389, third paragraph – second sentence – of the Italian Civil Code and Art. 22.2 of the Articles of Association, the Shareholders' Meeting may determine the total amount for the remuneration of all the Directors, including those vested with special offices.
In compliance with Art. 2402 of the Italian Civil Code, the Shareholders' Meeting determines the annual remuneration of the members of the Board of Statutory Auditors at the time of their appointment and for the entire duration of their office.
With the assistance of the Remuneration Committee, the Board of Directors approves the policies concerning remuneration and/or its changes and/or integrations by deciding upon the distribution of the fees of Directors vested with special offices and by submitting the remuneration plans based on financial instruments to the resolution of the Shareholders' Meeting.
The Board of Directors also ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the Remuneration Policy, in light of the results achieved and other circumstances relevant to its implementation.
The Chairman of the Board of Directors is assigned an active role – guiding and supporting the Remuneration Committee and the BoD – with reference to a portion of the annual variable component (MBO) of the Managing Director – see points 1.h(i) and 1.i(i) below.
The Managing Director is assigned an active role – guiding and supporting the Remuneration Committee and the BoD – with reference to a portion of the annual variable component (MBO) of the other beneficiaries (other than himself) – as per points 1.h(i) and 1.i(i) below – and the implementation of the 2022-2024 LTI Performance Shares Plan, as described below in point 1.f.2(iii).
The Board of Statutory Auditors expresses the opinions required by current regulations concerning the remuneration of Directors vested with special offices, monitoring with the
Remuneration Committee the consistency with the Policy adopted by the Company.
The Remuneration Committee is currently made up of three non-executive and independent directors: Alberica Brivio Sforza, Barbara Napolitano and Alberto Rosati. The Director Alberica Brivio Sforza, due to her knowledge and experience in the financial sector as well as her knowledge in remuneration policies, as evidenced by the information held by the Company, was appointed Chairwoman of the Committee.
Therefore, the composition of the Committee complies with the provisions of Art. 5, Recommendation 26, of the Corporate Governance Code on the matter.
The Committee is assigned the following duties of an investigation, advisory and proposalmaking nature:
The functioning of the Remuneration Committee is governed by Regulations, most recently amended by the Board of Directors on 4 February 2021, the most important rules of which are illustrated below.
The Committee meets with sufficient frequency to ensure the proper performance of its functions and duties and whenever the Chairman of the Committee deems it appropriate or when the Chairman of the Board of Directors or the Managing Director so requests.
The meetings of the Committee are chaired by the Chairman or, in the event of his/her absence or unavailability, the most senior member in age. The Committee, on the proposal of the Chairman, may appoint a secretary, also chosen from outside its own members, who is entrusted with the task of drawing up the minutes of the Committee meetings.
The Chairman of the Board of Statutory Auditors, or another statutory auditor chosen by him/her, takes part in the meetings of the Committee. Other Statutory Auditors may also take
part in the meetings of the Committee.
The Chairman may invite the Chairman of the Board of Directors, the Managing Director, or one or more members of the Board of Directors (not already members of the Committee) to take part in the meetings of the Committee, without the right to vote and on condition that they do not have a personal interest in the topics on the agenda. The Chairman may, where necessary, informing the Managing Director accordingly, and with reference to specific points on the agenda, invite to the meetings of the Committee representatives from the relevant company functions and other persons whose presence may be of help for the better execution of the functions of the Committee itself.
In any case, no director may take part in meetings of the Committee in which proposals to the Board of Directors are made concerning his/her own remuneration.
The presence of the majority of members is required for the validity of the meetings of the Committee. The decisions of the Committee are adopted with the absolute majority of those attending. In the event of a tie, the chairman shall have the deciding vote.
Minutes of the Committee meetings are taken; once signed by the participating members or the person chairing the meeting and by the secretary, these are stored in chronological order.
Following each meeting, the Committee updates the Board of Directors with a notice, at the first meeting thereafter, on the matters dealt with and the observations, recommendations and opinions formulated therein.
The Committee is endowed with suitable financial resources for the fulfilment of its duties.
The Committee has access to the information and the corporate functions required for the execution of its tasks and may make use of external consultants, at the expense of the Company, within the budget limits approved by the Board of Directors. If, specifically, it intends to make use of consultants who are experts on remuneration policies, the Committee verifies in advance that these consultants are not in a position that may jeopardise their independent judgement.
Conflicts of interest are managed in compliance with the provisions of the Corporate Governance Code.
The Policy consists of tools and logics aimed at attracting, motivating and retaining people with the qualities necessary to contribute to the definition of the Company's growth strategy and to the strengthening of Openjobmetis' long-term interests and sustainability. It is based on principles of fairness, equal opportunity, meritocracy and competitiveness in relation to the market.
The definition of the remuneration of the corporate population takes into consideration specific criteria, including the comparison with the external market and the internal equity of the company, the characteristics of the role and the responsibilities assigned, as well as the distinctive skills of the people, always with a view to maximum objectivity, in order to avoid any form of discrimination.
The Company is committed to offering a fair level of compensation that reflects the skills, abilities
and professional experience of each individual, ensuring the application of the principle of equal opportunity and avoiding the risk of discretion.
In preparing the update of the Remuneration Policy also for 2023, the Company, consistent with its medium/long-term objectives, took into account the degree of satisfaction and the expectations of personnel, the motivational needs and the technical situation of the company and the macroeconomic context of the period.
In preparing the update of the contents of the Remuneration Policy for the year 2023, the Company did not make use of independent experts.
Moreover, as evidenced by what will also be specified in the following point, the 2023 Policy is in essential continuity, in terms of both structure and content, with the Policies adopted in previous years. Therefore, reference is made to the related documents (in particular the 2017/2018, 2020/2021 and 2021/2022 Reports) for the names of any experts involved in their preparation.
The Company submits the Remuneration Policy to the vote of the Shareholders every year, and whenever any amendments are made thereto.
In line with Principle XV and Recommendations no. 27 and no. 28 of the Corporate Governance Code, the Remuneration Policy of Directors and Executives with strategic responsibilities and the Board of Statutory Auditors, is functional to the pursuit of the sustainable success of the Company, including through the identification of the following objectives:
The Remuneration Policy is guided by the following principles:
In order to attract and keep people with adequate skills and professionalism, the remuneration of Directors, both executive and non-executive, Executives with strategic responsibilities and members of the Board of Statutory Auditors is also defined by taking into account the remuneration practices that are widespread in the reference sectors and for issuers of similar size to the Company.
With regard to changes made to the 2023 Policy from that approved in the previous year, the following should be noted:
Lastly, it should be noted that, during the meeting held on 19 April 2022, the proposals for a binding resolution - with 13,368,060 voting rights present at the meeting (equal to 70.368740% of the total amount of voting rights) - collected the following votes.
(i) votes in favour: 75.882529%;
(ii) votes against: 0.00%;
The Company did not receive explicit comments from shareholders on the contents of the first Section of the 2021/2022 Report. It also directly contacted two of the major proxy advisors (i.e. Glass Lewis and ISS) and verified that the voting recommendations issued by them in anticipation of the 2022 Shareholders' Meeting were expressed in favour of the resolution proposals reported above, given the absence of material elements of concern.
With respect to the elements of attention in any case highlighted in the aforementioned recommendations, the following should be considered.
− With regard to the fact that the Company's Policy does not prevent/allow the Board of Directors to recognise "discretionary remuneration" (without other specification), it should be noted that the possibility of providing for a possible regime of derogation to the Policy is sanctioned Article 123-ter, paragraph 3-bis of the Consolidated Law on Finance (TUF) - which allows it, on a temporary basis, upon occurrence of exceptional circumstances and, in any case, in the event of compliance with strict procedural conditions (prior proposal of the Remuneration Committee and application of the Related Party Transactions Policy and Procedure). In addition, the Company's Policy envisages the possibility of this mechanism with exclusive reference to the determination of the annual variable component (MBO) represented in points 1.f.2(ii), 1.h(i) and 1.i(i).
For details, see point 1.q.
of employment (severance or termination payments) may exceed 24 months' pay, the Policy provides that in the event of termination of the relationship: (i) with Executive Directors, there would be (at most) recognition - in addition to the fixed remuneration that would accrue until the natural expiry of the term of office and the use of a company car for one year - of an amount equal to twice the only annual fixed emolument, without automatically taking into account other remuneration components (for the impact of which, with regard to this scenario, see the details indicated, herein, point 1.m); (ii) with Executives with strategic responsibilities, this would result (at most) in the recognition - in addition to the use of a company car for one year - of an amount equal to three times the annual fixed fee only, and not to the actual remuneration (taken as a parameter, for example, by the collective bargaining applicable to executive staff and including, inter alia, the average of the bonuses paid in the last three years). For the impact, with respect to this scenario, of other components of remuneration, see the details indicated herein, in point 1.m.
Similarly to last year, although the aforementioned observations were positively considered already in 2022 by the proxy advisors consulted, the Company will submit to the attention of shareholders two separate resolution proposals, one of which relating only to the payments envisaged in the event of termination from office or termination of employment.
In order to pursue the purposes set out in the previous point, the remuneration of the Directors and Executives with strategic responsibilities is determined as follows.
The members of the Board of Directors are remunerated with an annual fixed fee, whose amount is commensurate to the commitments required of them; this amount is increased, within the maximum amount resolved by the Shareholders' Meeting, for the directors vested with special offices and for members who take part in the committees set up within the BoD (Control, Risks and Sustainability Committee and Remuneration Committee), in view of the greater commitment required of them. Any costs incurred for the performance of the appointment are reimbursed upon submitting an expense account and are subject to presentation of the justifying documents. The fee received by the current members of the Board of Directors was determined according to the resolution of the Shareholders' Meeting of 30 April 2021 and divided among the members of the Board of Directors with the same date resolution, within the limits of what is indicated in the aforementioned shareholders' resolution, as specified in Section II of this Report.
It should be noted that at the meeting scheduled for 21 April 2023, the Shareholders' Meeting will be called to resolve on a proposal to supplement the total gross annual remuneration already attributed to the Board of Directors by the Ordinary Shareholders' Meeting of 30 April 2021, for
a total of EUR 40,000 gross per year, and with effect from 8 April 2022.
The remuneration of the Executive Directors and of Executives with strategic responsibilities is broken down as follows:
(i) Annual fixed component, of a significant proportionate amount and in any event such as to be sufficient to remunerate the performance if the variable component is not paid due to a failure to achieve the targets set herein.
With regard to the Executive Directors, the annual fixed component has been established to date by resolution of the Board of Directors of 30 April 2021, as indicated in Section II of this Report, without prejudice to any further decisions that may be made at the time or after the Shareholders' Meeting of 21 April 2023.
As for Executives with strategic responsibilities, the fixed component of the fee is determined on the basis of collective contractual provisions (and in the relevant economic tables), supplemented with ad personam elements. The application of the contractual category at the individual level and as reference for professional advancement is related to the following factors:
The variable component intended for each Executive Director identified and for Executives with strategic responsibilities is determined by the Board of Directors upon proposal by the Remuneration Committee in observance of the general criteria established by the current Policy and in particular so that the fixed component and the variable component are properly balanced;
(iii) Medium-long term variable component, in the form of a participation in a Long Term Incentive Plan which is specifically represented by the 2022-2024 Performance Shares Plan, approved by the Shareholders' Meeting of 19 April 2022, as described herein in detail and for which reference should be made to the Information Document.
The Plan is intended only for Directors vested with special offices and/or executives, pursuant to the Corporate Governance Code, as well as for Executives with strategic responsibilities and other Executives with strategic responsibilities in strategic or operational matters with a permanent employment relationship and classified as middle managers or senior managers of the Company. The identification of the beneficiaries of each Tranche of the Plan is carried out by the Board of Directors, at their sole unquestionable discretion, upon proposal by (i) the Managing Director and upon an opinion issued by the Remuneration Committee for the beneficiaries other than the Managing Director, and by (ii) the Remuneration Committee if the Managing Director is a beneficiary of the Plan - without prejudice to the opinion of the
Board of Statutory Auditors, for the cases set out in Art. 2389, third paragraph, of the Italian Civil Code.
The Plan provides for the attribution of the right to receive ordinary shares of the Company, free of charge, upon the level of achievement of pre-determined performance targets and is based on 3 attribution cycles, on an annual basis, in the years 2022, 2023 and 2024, with a vesting period of 3 years. A lock-up clause is also applied to 50% of the shares assigned to beneficiaries. The maximum number of shares of the Company potentially and in the aggregate that can be allocated during the three-year period is 207,978, representing 1.52% of the share capital.
With regard to the performance indicators, the following have been identified: (i) Adjusted Consolidated and Cumulative EBITDA, with a weight of 50%, understood as the profit/(loss) for the period, before income taxes, net financial expense, amortisation/depreciation, provisions and impairment losses, and before any non-recurring income (expense) resulting from the Consolidated Financial Statements of the Company; it is envisaged that, if the Consolidated Financial Statements based on which the performance target is calculated do not include an adjusted EBITDA amount, the consolidated EBITDA will be used; (ii) the Company's relative Total Shareholder Return calculated with respect to the TSRs of the Companies in the Panel (with respect to the FTSE Italia STAR index) with a weight of 50%. Lastly, there is: (iii) a Sustainability Demultiplier, linked to the ESG Risk Rating assigned to the Company on an annual basis for the environmental, social and corporate governance areas by Sustainalytics, one of the leading ESG research, rating and data companies.
However, express reference is made to the aforementioned Information Document published for the purposes of the next Shareholders' Meeting of 19 April 2022, also on the Company's website;
Without prejudice to the decisions of the Shareholders at the meeting of 21 April 2023, the total remuneration of Executive Directors and Executives with strategic responsibilities observes the following proportion - with respect to the different components of remuneration (taking into account the achievement of the target level of performance, not considering the bonus opportunity relative to the additional component since, as mentioned above, it is not currently applicable for the year 2023 and maintaining, as regards the impact of the medium-long term variable Component, the time of approval of the 2022-2024 Performance Shares Plan at the Board
meeting, 16.03.2022):
Fringe benefits, such as the assignment of company vehicles, can also be granted to Executive Directors and Executives with strategic responsibilities.
(i) Annual variable component (MBO). The annual monetary incentive is aimed at rewarding the achievement of qualitatively and quantitatively predetermined performance targets, both corporate and individual, including those related to sustainability issues.
The identification of criteria based on non-financial performance targets to which to link part of the annual variable remuneration is correlated to the Company's strategies and business, as well as to the related materiality of these issues, outlined with regard to the context in which the Company operates.
The instrument used to pursue this end is the "Management by Objectives" system ("MBO") which is the formalised annual incentive device within the Group. This system also represents a useful tool for enhancing the attention towards the creation of value, the management by objectives and the culture of integration and efficiency. Maximum limits to the disbursement of the MBO are envisaged according to the role covered by the individual beneficiary within the sphere of the Group companies, their ability to affect the results and in relation to the reference market. The MBO may envisage both the disbursement of a bonus higher than the "target" one in the event of achievement of exceptional results, and the partial disbursement or non-payment of the bonus in the event of performances below expectations.
The performance targets whose achievements are linked to the payment of the annual variable component, are determined and consistent with the strategic and economic
objectives defined on the basis of the annual Group budget, approved by the Board of Directors of the Company at the beginning of the reference financial year, which therefore serves as a comparative parameter for the purposes of the ex post assessment.
In order to implement the performance evaluation process, the quantity and quality objectives of the following year are shared with one's own manager.
As regards performance targets, the parameters used are the following:
The quantitative indicators may comprise:
The qualitative indicators may comprise:
For information on the link between the change in results and the change in remuneration, please refer to the details set forth in point 1.i below.
Tranche, companies included in the FTSE Italia STAR index on 1 January 2021 and present in the same index as of 31 December 2026.
For further details, please refer to the Information Document published for the Shareholders' Meeting called for 19 April 2022.
(iii) Any additional component. With regard to the recognition of said component to Executive Directors and Executives with strategic responsibilities in the case of significant extraordinary transactions that the Group could finalise, the actual disbursement will take place subject to the achievement of economic and financial targets set by the Board of Directors, as well as according to the methods that will be defined as necessary by the latter, with the support of the Remuneration Committee, taking into account the specific characteristics of each transaction. Moreover, as no significant extraordinary transactions were completed in 2022, the payment of this bonus opportunity in favour of the Company's Executive Directors and Executives with strategic responsibilities is not envisaged in 2023.
A measurement criterion that enables an accurate verification of the results achieved is adopted for quantity targets. For the purposes of the evaluation, the following is specified:
The final results achieved, with respect to the reference period, will be measured in comparison with the targets assigned (in relation to the weight and level of result assigned) and consequently the exact amount of the variable components will be determined.
The percentage of disbursement of the variable components of the remuneration, based on the achieved targets and on the role held by the beneficiary within the Company, varies when the minimum threshold is reached, when the target is reached and when the over-performance target is reached.
▪ The degree of achievement of economic and financial performance targets (adjusted consolidated free cash flow and consolidated net profit, adjusted where necessary) is determined by comparing the aforementioned parameters recorded in the consolidated financial statements at the end of the relevant year with the corresponding values forecast in the consolidated budget approved by the Board of Directors at the beginning of the year. The bonus payment referred to in the MBO, therefore, is subject to the verification of incremental results according to criteria that meet the requirement of the necessary homogeneity between the reference values used for comparison.
Consistently, in the event of extraordinary transactions carried out by the Company (for example, acquisitions or disposals of equity investments or business units) during the year in question (and not included in the budget), when quantifying the variable annual MBO remuneration component, the degree of achievement of the aforementioned economic and
financial performance targets will be determined by neutralising the economic and financial effects, of whatever type and nature, of the aforementioned extraordinary transactions.
▪ The individual targets are based on the results of each function and on quantitative indicators linked to economic/financial and/or project parameters. Specifically, the individual performance targets of the Managing Director are identified by the Board of Directors, after consulting the Chairman of the Board of Directors, and subject to the opinion of the Remuneration Committee; the individual performance targets of the other beneficiaries are identified by the Board of Directors, on the proposal of the Managing Director, and subject to the opinion of the Remuneration Committee.
Without prejudice to the above, the Company has established the following MBO framework, from which it is easy to obtain the information – broken down by recipients – concerning:
a) the link between the change in results (compared, as mentioned, to the reference budget) and the change in remuneration;
b) the weight of each indicator with respect to the abstractly payable total;
| c) the maximum amount payable also in the case of overperformance. | ||||||
|---|---|---|---|---|---|---|
| -- | -------------------------------------------------------------------- | -- | -- | -- | -- | -- |
| MBO | > 83% bgt | > 90% bgt | > 97% bgt | > 103% bgt | ||
|---|---|---|---|---|---|---|
| recipient | ≤ 90% bgt | ≤ 97% bgt | ≤ 103% bgt | ≤ 110% bgt | > 110% bgt | |
| Free Cash Flow |
||||||
| weight 45% | ||||||
| MD | 70,875.00 | 99,225.00 | 120,487.50 | 141,750.00 | 170,100.00 | |
| Executive Director with commercial mandates |
39,375.00 | 55,125.00 | 66,937.50 | 78,750.00 | 94,500.00 | |
| Strategic Executive CFO/Financial Reporting Manager |
23,625.00 | 33,075.00 | 40,162.50 | 47,250.00 | 56,700.00 | |
| 133,875.00 | 187,425.00 | 227,587.50 | 267,750.00 | 321,300.00 | ||
| Net profit weight 45% |
||||||
| MD | 70,875.00 | 99,225.00 | 120,487.50 | 141,750.00 | 170,100.00 | |
| Executive Director with commercial mandates |
39,375.00 | 55,125.00 | 66,937.50 | 78,750.00 | 94,500.00 | |
| Strategic Executive CFO/Financial Reporting Manager |
23,625.00 | 33,075.00 | 40,162.50 | 47,250.00 | 56,700.00 | |
| 133,875.00 | 187,425.00 | 227,587.50 | 267,750.00 | 321,300.00 | ||
| Subjective parameters weight 10% |
||||||
| MD | 15,750.00 | 22,050.00 | 26,775.00 | 31,500.00 | 37,800.00 |
| TOTAL | 297,500.00 | 416,500.00 | 505,750.00 | 595,000.00 | 714,000.00 | |
|---|---|---|---|---|---|---|
| 29,750.00 | 41,650.00 | 50,575.00 | 59,500.00 | 71,400.00 | ||
| Strategic Executive CFO/Financial Reporting Manager |
5,250.00 | 7,350.00 | 8,925.00 | 10,500.00 | 12,600.00 | |
| Executive Director with commercial mandates |
8,750.00 | 12,250.00 | 14,875.00 | 17,500.00 | 21,000.00 |
The Company assesses the achievement of the performance targets for the purpose of allocating the variable components set forth in the annual monetary incentive plans possibly during the first meeting of the Board of Directors after the approval of the Financial Statements pertaining to the financial year.
With reference to the current 2022-2024 Performance Shares Plan:
Without prejudice to the above – and referring to the more specific information provided in the Information Document published for the purposes of the Shareholders' Meeting of 19 April 2022 available on the Company's website (www.openjobmetis.it) – with the aim of highlighting:
it should be noted that each Beneficiary will be assigned:
▪ the first 50% of shares (First Quota of Shares – related to the first performance target), according to the following table:
| % of achievement of the Adjusted EBITDA Target (OTER) |
Shares allocated as a % in relation to the First Quota of Shares (FQS) |
|---|---|
| OTER < 90% | 0% |
| 90% ≤ OTER ≤ 100% | 50% ≤ FQS ≤ 100% |
| 100% < OTER ≤ 110% | 100% < FQS ≤ 120% |
|---|---|
| OTER > 110% | 120% |
▪ the second 50% of shares (Second Quota of Shares – related to the second performance target), according to the following table:
| Positioning of the TSR of the Company (TSR OJM) with respect to the TSR of the Companies in the Panel |
Shares assigned as a % of the Second Quota of Shares (SQS) |
|---|---|
| TSR OJM < Median | 0% |
| Median ≤ TSR OJM ≤ Third quartile | 50% ≤ SQS ≤ 100% |
| Third Quartile < TSR OJM ≤ Ninth Decile | 100% < SQS ≤ 120% |
| TSR OJM > Ninth Decile | 120% |
For purposes of determining the actual number of shares to be assigned to the beneficiary, the number of shares that would result pursuant to the foregoing shall be multiplied by a so-called 'Sustainability Demultiplier', linked to the ESG Risk Rating assigned to the Company on an annual basis for the environmental, social and corporate governance areas by Sustainalytics, one of the leading ESG research, rating and data companies. The Sustainability Demultiplier is determined as follows:
| ESG Risk Rating assigned to the Company by Sustainalytics |
Sustainability Demultiplier |
|---|---|
| Less than or equal to 10 | 1 |
| Greater than 10 | 0.90 |
where, values less than or equal to 10 of the ESG Risk Rating are equivalent to the risk class defined as "negligible risk" in the Sustainalytics assessment model.
With regard to the recognition of said component to Executive Directors and Executives with strategic responsibilities in the case of significant extraordinary transactions that the Group could finalise, the actual disbursement will take place subject to the achievement of economic and financial targets set by the Board of Directors, as well as according to the methods that will be defined as necessary by the latter, with the support of the Remuneration Committee, taking into account the specific characteristics of each transaction. Moreover, as no significant extraordinary transactions were completed in 2022, the payment of this bonus opportunity in favour of the Company's Executive Directors and Executives with strategic responsibilities is not envisaged in 2023.
1.j Contribution of the remuneration policy to the company's strategy, the pursuit of long-term interests and the sustainability of the Company.
In the opinion of the Board of Directors, the Remuneration Policy contributes to the pursuit of the objective of creating value over the mid/long-term period. It contributes to the company's strategy, to the pursuit of long-term interests and to the sustainability of the Company, in accordance with the purposes pursued as per point 1.e above.
This result is the consequence of a balanced mix between the fixed and the variable component of the remuneration and of the type of parameter chosen for determining the performance targets.
The Remuneration Policy, calculated in this way, pursues the objective of aligning remuneration with medium/long-term values and strategies, linking the remuneration itself to company results. In this regard, the ratio between the fixed component and the variable component is appropriately balanced with a view to compatibility and sustainability of individual and company objectives in the medium/long-term.
As detailed in point 1.f.2(iii), the current 2022-2024 LTI Performance Shares Plan provides that the shares will be assigned to the beneficiaries after three years, starting from 1 January of each of the years in which the right to receive the Shares is granted (i.e.: 1 January 2022 - 31 December 2024 for the first tranche, 1 January 2023 - 31 December 2025 for the second tranche and 1 January 2024 - 31 December 2026 for the third tranche - the "Vesting Period"); with reference to this period, the achievement of the performance targets will be assessed for each tranche.
In accordance with Art. 5, Recommendation 27, letter e) of the Corporate Governance Code, and with a view to a remuneration policy in line with the reference best practices, the Company provides for, in the individual contracts with Executive Directors and Executives with strategic responsibilities, the introduction of "claw-back" clauses, as well as – with regard to the variable annual remuneration component – "malus" clauses, on the basis of which the Company may reduce or cancel the variable part or the amounts subject to deferral, if any, or request the repayment of all or part of the amounts already disbursed.
In particular, with regard to the application of the "malus", for the purpose of having available suitable ex post correction instruments and with the aim of rewarding the results whose effects persist over the mid/long-term, the Company may ― during the possible period of deferral of the bonus ― apply a reduction to the amount of the deferred part in relation to the trend of the business results, also even further in relation to corrections deriving from the risks. The reduction is resolved by the Board of Directors upon consulting with the Committee and with the Board of Statutory Auditors.
With reference to the claw-back mechanisms, they aim to reward only the "lasting" results achieved by management and to ensure any repayment of amounts already paid. With regard to the application of the aforementioned "claw-back" mechanisms, in relation to the annual variable component, the Company may request the return of bonuses/incentives paid:
The request for reimbursement may be made, once the relative assessments have been completed, by the deadline of three years from disbursement in cases of error and five years in the event of a fraudulent intent.
With reference to the application of the claw-back mechanism as per the current 2022-2024 Performance Shares Plan, if the achievement of the performance targets had been affected by unlawful or grossly negligent behaviours by the Beneficiaries, or by behaviours in breach of the reference regulations (whether corporate, legal, regulatory or of any other source) or if the Performance Targets had been achieved based on data that turned out to be manifestly erroneous, the Company, with no prejudice to the right for the repayment of any further damage, will have the right to obtain from the Beneficiary, within the legal term set by the law, an amount equal to the value of the attributed shares, calculated as at the date when the shares were actually attributed.
For further details, see the Information Document published for use by the General Shareholders' Meeting of 19 April 2022.
With reference to the 2022-2024 Performance Shares Plan described in point 1.f.2(iii) above, for the purpose of rewarding the alignment of the interests of the Executive Directors and Executives with strategic responsibilities with the interests of the shareholders and within the scope of the creation of value in a medium/long-term period, the beneficiaries of the aforementioned Plan shall undertake not to carry out, directly or indirectly, sale transactions, placement actions and/or in any way operations aiming at or to be resulted in, directly or indirectly, the attribution or the transfer to third parties, in any way and in any form, of a number equal to 50% of the shares assigned, with the restriction – in terms of duration – according to the role of Executive Director or Executives with strategic responsibilities.
For further details, see the Information Document published for use by the General Shareholders' Meeting of 19 April 2022.
With reference to the previous 2019-2021 Performance Shares Plan, with regard to which the vesting period is currently underway for the allocation of rights with reference to the third and last tranche - the beneficiaries undertook not to carry out, directly or indirectly, sale transactions, placement actions and/or any other transaction whose purpose or effect is, directly or indirectly, the attribution or the transfer to third parties, in any way and in any form, of a number equal to 50% of the shares assigned, with a different constraint – in terms of duration and amount –
according to the role of Executive Director or Executives with strategic responsibilities. For further details regarding the 2019-2021 Performance Shares Plan, please refer to the Information Document posted for use by the Shareholders' Meeting of 17 April.
With reference to the 2016-2018 Phantom Stock Option Plan previously in place, the beneficiaries assumed the obligation to purchase a number of shares whose price was overall equal to 20% of the net bonus to be received as contemplated in the Plan. These shares shall be kept until the termination of the assignment, or for a period of 3 years (from the related purchase date) according to the role of Executive Director or Executives with strategic responsibilities. For further details concerning the Phantom Stock Option Plan, see the Information Document posted for use by the Shareholders' Meeting of 20 April.
Relations between the Company and the Executive Directors are governed by collaboration agreements regarding the activity of Director, whose duration coincides with the termination of the appointment as member of the Board of Directors and regulate the reciprocal relations also in the case of termination before the natural expiry date of said appointment.
In particular, for the Managing Director and the Executive Director with commercial mandates, these agreements envisage:
only in case of failure to be re-appointed as a member of the Board of Directors of the Company (not for just cause) after the approval of the Financial Statements related to the 2023 financial year by the Shareholders' Meeting, payment of a sum equal to:
− double the fixed annual remuneration for the Managing Director;
The individual contracts between the Executive Directors and the Company establish the terms and methods for assigning these amounts; except for the details mentioned above, there is no further link between the fees indicated and the Company's performance.
In the case of Executives with strategic responsibilities, relations with the Company are governed by ad hoc agreements supplementing and amending the regulations governing the permanent employment relationship already in place and with a duration consistent with the mandate of the Board of Directors to which they refer. They regulate the reciprocal relations also in the case of early termination with respect to the natural expiry, based on the terms below.
Currently, the individual contracts with Executives with strategic responsibilities – stipulated in accordance with the applicable National Collective Labour Agreement, and supplemented and amended on the basis of the aforementioned ad hoc agreements – envisage:
The individual contracts between the Company and the Executives with strategic responsibilities establish the terms and methods for assigning these amounts; except for the details mentioned above, there is no link between the fees indicated and the Company's performance.
With regard to the effects of the termination of the relationship on the rights assigned to Executive Directors and Executives with strategic responsibilities within the scope of LTI plans, please refer to the detailed provisions of the information documents published for the purposes
of the Shareholders' Meetings of 19 April 2022 (2022-2024 Performance Shares Plan), 17 April 2019 (2019-2021 Performance Shares Plan) and 20 April 2017 (2016-2018 Phantom Stock Option Plan), as available on the Company's website (www.openjobmetis.it).
The Company does not envisage entering into consultancy contracts with the Directors for the period subsequent to termination of the relationship; however, it does not rule out this possibility for Executives with strategic responsibilities who access pension benefits.
All the Directors and Executives with strategic responsibilities are guaranteed by the coverage associated with the "Directors & Officers" insurance policy; for the majority of the Executive Directors and all the Executives with strategic responsibilities, accident coverage is provided for (in the event of death or permanent disability due to accident), as well as coverage for the reimbursement of medical expenses.
In accordance with Recommendation no. 29 of the Corporate Governance Code, the remuneration of non-executive Directors is appropriate to the competence, professionalism and commitment required by the duties assigned to them on the Board of Directors and on its committees; such remuneration is not linked to financial performance targets.
With regard to non-executive and independent Directors, the annual fixed component has been established to date by resolution of the Board of Directors of 30 April 2021, as indicated in Section II of this Report.
Moreover, as already mentioned, at the meeting scheduled for 21 April 2023, the Shareholders' Meeting will be called to resolve on a proposal to supplement the total gross annual remuneration already attributed to the Board of Directors by the Ordinary Shareholders' Meeting of 30 April 2021, for a total of EUR 40,000 gross per year; therefore, without prejudice to any further decisions that may be made at or after the aforementioned Shareholders' Meeting.
As regards the Independent Directors, the relative fee is currently fixed to the same extent as that of the other Non-Executive Directors and is not linked to the economic results achieved by the Company.
As regards participation in the Committees, the Company has provided for the payment, as an additional element with respect to the annual fixed fee, of additional and differentiated fixed fees for members and chairmen of the board committees. In addition to the fixed fee specified herein, attendance allowances have not been provided for; any costs incurred for the performance of the appointment are reimbursed upon submitting an expense account and are subject to presentation of the justifying documents.
With regard to the positions of Chairman and Deputy Chairman (the latter confirmed in office by resolution of the Board of Directors on 30 April 2021), reference should be made to points 1.f.2. and 1.m., since they are executive figures.
In preparing the update of the contents of the Remuneration Policy for the year 2023, the Company did not carry out new benchmarking activities with respect to the remuneration policies of other companies or peers.
Moreover, as mentioned in point 1.d., the 2023 Policy is in essential continuity, in terms of both structure and content, with the Policies adopted in previous years. Therefore, reference is made to the related documents (in particular the 2018/2019, 2020/2021 and 2021/2022 Reports) for any benchmarking activities carried out from time to time.
In compliance with the provisions of Article 123-ter, paragraph 3-bis, of the TUF, the Board of Directors, upon the proposal of the Committee, and subject to the application of the related party transactions policy and procedure, where applicable, may temporarily derogate (upwards or downwards), on an exceptional and non-recurring basis, from the Policy in the presence of exceptional and non-recurring circumstances, with exclusive reference to the determination of the annual variable component (MBO) indicated in points 1.f.2(ii), 1.h(i) and 1.i(i).
Exceptional circumstances mean only situations in which derogation from the remuneration policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to remain on the market. In particular, the exceptional circumstances considered may include events of an unforeseeable and extraordinary nature and/or of a regulatory/legislative nature and the turnover of delegated bodies due to unforeseen events.
In case of derogations, they will be reported in Section II of the Report pursuant to Art. 123-ter of the TUF concerning the following financial year.
In line with Recommendation no. 30 of the Corporate Governance Code, the members of the Board of Statutory Auditors are remunerated with a fixed annual fee, the amount of which is appropriate to the competence, professionalism and commitment required by the significance of the role covered and the size and sector characteristics of the Company. Any costs incurred for the performance of the appointment are reimbursed upon submitting an expense account and are subject to presentation of the justifying documents.
The fee received by the current members of the Board of Statutory Auditors was determined on
the basis of the Shareholders' resolution of 30 April 2021 and in accordance with the provisions of Art. 2402 of the Italian Civil Code, or at the time of their appointment and for the entire duration of their office, under the terms specified in Section II of this Report.
This second Section of the Report clearly and comprehensibly – by name for the members of the board of directors and control bodies, and in aggregate form for the Executives with strategic responsibilities – provides an adequate representation of each of the items that make up the remuneration, demonstrating their compliance with the reference Policy and illustrating analytically the fees paid in 2022 for any reason and in any form by the Company and by subsidiaries or associates; it also illustrates how the Company took into account the vote cast the previous year on the second Section of the Report submitted to the Shareholders' Meeting on 19.04.2022.
The performance targets for the variable remuneration of the Company's Executive Directors and Executives with strategic responsibilities accrued in 2022 are consistent with the Group's strategies aimed at sustainable growth, aimed at creating value for the Company and its Shareholders. These objectives have contributed to aligning the managerial action of the Group's strategies, supporting the creation of value in the long term both in terms of financial growth and factors considered relevant in the ESG sphere.
As assessed by the Remuneration Committee, the remuneration paid to Directors and Executives with strategic responsibilities during 2022 were consistent with the 2022 Policy.
Table no. 1 – prepared in compliance with Schedule 7-bis of Annex 3A to the Issuers' Regulations and shown in the following pages – provides analytical information related to the fees paid to the current Directors and members of the Board of Statutory Auditors as well as to Executives with strategic responsibilities.
The annual fee – for 2022 – for the members of the Board of Directors was determined based on the resolution of the Shareholders' Meeting of 30 April 2021. This determined the maximum gross annual remuneration of the Board of Directors, pursuant to Art. 2389 of the Italian Civil Code, as follows:
but excluding any fees that may be received for a different reason, where provided for by the applicable remuneration policy. Therefore, this amount does not include any amounts that may be paid to the beneficiary Directors under the Long Term Incentive Plans, for which reference is made to the attached table. In the breakdown of the amounts established by the Shareholders' Meeting for fixed fees, the Company's Board of Directors, by resolution of 30 April 2021, set a basic remuneration for non-executive Directors of EUR 20,000 (twenty thousand/00) and provided for an additional annual fee of EUR 15,000 (fifteen thousand/00) to each of the Chairmen of the two Board Committees established at the same time (Control, Risks and Sustainability Committee - Remuneration Committee), as well as an additional annual fee of EUR 7,500 (seven thousand five hundred/00) to the other two members of each of the same Committees.
The Shareholders' Meeting, when appointing the members of the Board of Statutory Auditors on 30 April 2021, confirmed (in continuity with the previous three-year period) the amount of the annual gross fees as EUR 35,000 (thirty-five thousand/00) for the Chairman and EUR 25,000 (twenty-five thousand/00) for the other standing auditors.
The fees received in 2022 by the Managing Director Rosario Rasizza, in execution of the resolution of the Board of Directors of 30 April 2021, are represented by a fixed annual fee of EUR 360,000 gross, plus an additional EUR 40,000 gross in relation to the position held at the subsidiary Openjob Consulting S.r.l., as well as EUR 14,942.04 for fringe benefits.
In addition, during 2022, short-term variable remuneration amounts were paid, with reference to the financial year as at 31 December 2021 (2021 MBO). Considering that, in this regard, the Board of Directors resolved:
| ≤ 83% bgt | > 83% bgt ≤ 90% bgt |
> 90% bgt ≤ 97% bgt |
> 97% bgt ≤ 103% bgt |
> 103% bgt ≤ 110% bgt |
> 110% bgt |
|
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow (weight 45%) |
0 | 70,875.00 | 99,225.00 | 120,487.50 | 141,750.00 | 170,100.00 |
| Adjusted net profit (weight 45%) |
0 | 70,875.00 | 99,225.00 | 120,487.50 | 141,750.00 | 170,100.00 |
|---|---|---|---|---|---|---|
| Subjective parameter | 0 | 15,750.00 | 22,050.00 | 26,775.00 | 31,500.00 | 37,800.00 |
| (weight 10%) | (0) | (13,387.50) | (18,900.00) | |||
| (0) | (13,387.50) | (18,900.00) |
In light of the above, a gross amount of EUR 359,100 was due and paid to the Managing Director as short-term variable remuneration (2021 MBO).
During 2023, in addition to the fixed remuneration and subject to approval of the 2022 financial statements, if the objectives set are achieved with reference to the financial year as at 31 December 2022, in whole or in part, the Managing Director may receive:
With regard to the 2022-2024 Performance Shares Plan (for the terms and conditions see the Information Document published for use by the Shareholders' Meeting of 19 April 2022 on the Company's website www.openjobmetis.it), on 19 April 2022, on the proposal of the Remuneration Committee which met on the same date, the Board of Directors resolved to assign, also in favour of Managing Director Rosario Rasizza, 33,863 rights for the free assignment of shares of the Company in relation to the first tranche of the Plan, as indicated in Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations.
In regard to the 2019-2021 Performance Shares Plan (the terms and conditions of which are available in the Information Document published for use by the Shareholders' Meeting of 17 April 2019 on the Company's website www.openjobmetis.it):
÷ at the meeting of 19 April 2022, the Board of Directors ascertained the occurrence of the conditions envisaged for possible vesting of the rights allocated (47,375) to the Managing
Director by board resolution of 25 June 2019 - in relation to the first tranche of the Plan; in particular, considering that the Board of Directors has verified:
on 2 May 2022, Managing Director Rosario Rasizza was assigned 28,282 shares;
÷ in relation to the second tranche of the Plan, in 2023 the conditions envisaged for possible vesting of the rights (47,375) allocated to Managing Director Rosario Rasizza by board resolution of 15 May 2020 will be verified. Moreover, also on the basis of the data referred to in the 2022 financial statements, subject to approval by the Shareholders' Meeting, it is estimated that no shares will be assigned, due to failure to achieve the expected performance objectives (see Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations).
With regard to the proportion between the variable and fixed components in the total remuneration received by the Managing Director pertaining to 2022, based on the Tables contained in the second part of this Section II, the weight of the fixed component is 36.49%; ; the weight of the variable component on an annual basis is 27.01%; the weight of any additional component is 36.49%; the weight of the long-term variable component is 0%. The fair value of the equity remuneration for the year 2022 is EUR 119,765.
During 2022, in execution of the resolution by the Board of Directors of 30 April 2021, the (executive) Chairman, Marco Vittorelli, received a gross fee of EUR 220,000.
With regard to the 2022-2024 Performance Shares Plan (for the terms and conditions see the Information Document published for use by the Shareholders' Meeting of 19 April 2022 on the Company's website www.openjobmetis.it), on 19 April 2022, on the proposal of the Remuneration Committee which met on the same date, the Board of Directors resolved to assign, also in favour of (executive) Chairman Marco Vittorelli, 4,444 rights for the free assignment of shares of the Company in relation to the first tranche of the Plan, as indicated in Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations.
In regard to the 2019-2021 Performance Shares Plan (the terms and conditions of which are available in the Information Document published for use by the Shareholders' Meeting of 17 April
2019 on the Company's website www.openjobmetis.it):
on 2 May 2022, the (executive) Chairman Marco Vittorelli was assigned 4,053 shares;
÷ in relation to the second tranche of the Plan, in 2023 the conditions envisaged for possible vesting of the rights (6,217) allocated to (executive) Chairman Marco Vittorelli by board resolution of 15 May 2020 will be verified. Moreover, also on the basis of the data referred to in the 2022 financial statements, subject to approval by the Shareholders' Meeting, it is estimated that no shares will be assigned, due to failure to achieve the expected performance objectives (see Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations).
As regards the proportion between fixed and variable remuneration within the total remuneration received by the Chairman of the Board of Directors pertaining to 2022, on the basis of the Tables contained in the second part of this Section II, the weight of the fixed component is equal to 100%. The fair value of the equity remuneration for the year 2022 is EUR 15,717.
During 2022, in execution of the resolution by the Board of Directors of 30 April 2021, the (executive) Chairman, Biagio La Porta, received a gross fee of EUR 230,000, plus EUR 5,387.88 in fringe benefits.
In addition, during 2022, short-term variable remuneration amounts were paid, with reference to the financial year as at 31 December 2021 (2021 MBO). Considering that, in this regard, the Board of Directors resolved:
the comparison, ante bonus, was EUR 13,088,841);
(the table below illustrates and summarises the relationship between targets achieved and amounts due under the policy):
| ≤ 83% bgt | > 83% bgt | > 90% bgt | > 97% bgt | > 103% bgt |
> 110% bgt |
|
|---|---|---|---|---|---|---|
| ≤ 90% bgt | ≤ 97% bgt | ≤ 103% bgt |
≤ 110% bgt |
|||
| Adjusted Free Cash Flow (weight 45%) |
0 | 39,375.00 | 55,125.00 | 66,937.50 | 78,750.00 | 94,500.00 |
| Adjusted net profit (weight 45%) |
0 | 39,375.00 | 55,125.00 | 66,937.50 | 78,750.00 | 94,500.00 |
| Subjective parameter | 0 | 8,750.00 | 12,250.00 | 14,875.00 | 17,500.00 | 21,000.00 |
| (weight 10%) | (0) | (7,437.50) | (10,500.00) | |||
| (0) | (7,437.50) | (10,500.00) |
In light of the above, a gross amount of EUR 206,937.50 was due and paid to the (executive) Deputy Chairman Biagio La Porta, as short-term variable remuneration (2021 MBO).
During 2023, in addition to the fixed remuneration and subject to approval of the 2022 financial statements, if the objectives set are achieved with reference to the financial year as at 31 December 2022, in whole or in part, the (executive) Deputy Chairman Biagio La Porta may receive:
With regard to the 2022-2024 Performance Shares Plan (for the terms and conditions see the
Information Document published for use by the Shareholders' Meeting of 19 April 2022 on the Company's website www.openjobmetis.it), on 19 April 2022, on the proposal of the Remuneration Committee which met on the same date, the Board of Directors resolved to assign, also in favour of executive Deputy Chairman Biagio La Porta, 8,799 rights for the free assignment of shares of the Company in relation to the first tranche of the Plan, as indicated in Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations.
In regard to the 2019-2022 Performance Shares Plan (the terms and conditions of which are available in the Information Document published for use by the Shareholders' Meeting of 17 April 2019 on the Company's website www.openjobmetis.it):
on 2 May 2022, the executive Deputy Chairman Biagio La Porta was assigned 8,026 shares;
÷ in relation to the second tranche of the Plan, in 2023 the conditions envisaged for possible vesting of the rights (12,310) allocated to (executive) Deputy Chairman Biagio La Porta by board resolution of 15 May 2020 will be verified. Moreover, also on the basis of the data referred to in the 2022 financial statements, subject to approval by the Shareholders' Meeting, it is estimated that no shares will be assigned, due to failure to achieve the expected performance objectives (see Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations).
With regard to the proportion between the variable and fixed components within the total remuneration received by the Deputy Chairman Biagio La Porta pertaining to 2022, based on the Tables contained in the second part of this Section II, the weight of the fixed component is 32.83%; the weight of the variable component on an annual basis is 24.35%; the weight of any additional component is 42.82%; the weight of the long-term variable component is 0%. The fair value of the equity remuneration for the year 2022 is EUR 31,120.
None of the Executives with strategic responsibilities received in 2022 fees higher than the highest overall fee paid to the members of the board of directors and control bodies. The information is therefore provided on an aggregate basis.
The total fees received by Executives with strategic responsibilities, consisting of fixed remuneration, totalled EUR 462,000 gross for financial year 2022, in addition to EUR 17,549 in fringe benefits.
In addition, during 2022, with the favourable opinion of the Remuneration Committee and the favourable opinion of the Board of Statutory Auditors, additional amounts were paid by way of short-term variable remuneration in reference to the year ended 31 December 2021 (2021 MBO). Considering that, in this regard, the Board of Directors resolved:
(The table below illustrates the relationship between targets achieved and amounts due under the policy):
| ≤ 83% bgt | > 83% bgt | > 90% bgt | > 97% bgt | > 103% bgt |
> 110% bgt |
|
|---|---|---|---|---|---|---|
| ≤ 90% bgt | ≤ 97% bgt | ≤ 103% bgt |
≤ 110% bgt |
|||
| Adjusted Free Cash | 56,700.00 | |||||
| Flow (weight 45%) | 0 | 23,625.00 | 33,075.00 | 40,162.50 | 47,250.00 | x2 |
| Adjusted net profit | 56,700.00 | |||||
| (weight 45%) | 0 | 23,625.00 | 33,075.00 | 40,162.50 | 47,250.00 | x2 |
| Subjective parameter | 0 | 5,250.00 | 7,350.00 | 8,925.00 | 10,500.00 | 12,600.00 |
| (weight 10%) | (0) | (4,462.50) | (6,300.00) x2 | |||
| (0) | (4,462.50) | (6,300.00) x2 |
In light of the above, a gross amount of EUR 252,000 was due and paid to Executives with strategic responsibilities as short-term variable remuneration (2021 MBO).
During 2023, in addition to the fixed remuneration and subject to approval of the 2022 financial statements, in the event in which, with reference to the financial year as at 31 December 2022, all or part of the objectives set are achieved, the Executives with strategic responsibilities may receive:
÷ as indicated in points 1.h(i) and 1.i(i) of Section I of last year's Report, an annual bonus, whose quantification mechanism is linked to the adjusted consolidated free cash flow objectives,
adjusted consolidated net profit and the individual objectives. Based on the figures in the 2022 financial statements, which are subject to the approval of the Shareholders' Meeting, the total bonus is currently estimated (see Table no. 1 in the second part of this Section) at a gross amount of EUR 202,912.50. The bonus must be paid within 30 days from the Shareholders' Meeting approval of the financial statements relating to the reporting year which demonstrates whether the set out objectives have been reached;
÷ as indicated in points 1.h(iii) and 1.i(iii) of Section I of last year's Report, a possible additional component, whose quantification mechanism is linked to the differential Enterprise Value objectives (deriving from the cost synergies generated by the acquisition and subsequent incorporation of the company Quanta S.p.A. and verified in 2022 by the independent auditors KPMG) and adjusted consolidated EBITDA. Based on the figures in the 2022 financial statements, which are subject to the approval of the Shareholders' Meeting, the total bonus is currently estimated (see Table no. 1 in the second part of this Section) at a gross amount of EUR 270,000.
With regard to the 2022-2024 Performance Shares Plan (for the terms and conditions see the Information Document published for use by the Shareholders' Meeting of 19 April 2022 on the Company's website www.openjobmetis.it), on 19 April 2022, on the proposal of the Remuneration Committee which met on the same date, the Board of Directors resolved to assign, also in favour of the Executives with strategic responsibilities, 10,666 rights for the free assignment of shares of the Company in relation to the first tranche of the Plan, as indicated in Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations.
In regard to the 2019-2022 Performance Shares Plan (the terms and conditions of which are available in the Information Document published for use by the Shareholders' Meeting of 17 April 2019 on the Company's website www.openjobmetis.it):
responsibilities by board resolution of 15 May 2020 will be verified. Moreover, also on the basis of the data referred to in the 2022 financial statements, subject to approval by the Shareholders' Meeting, it is estimated that no shares will be assigned, due to failure to achieve the expected performance objectives (see Table no. 3A of Schedule 7-BIS of Annex 3A of the Issuers' Regulations).
With regard to the proportion between the variable and fixed components within the total remuneration received by Executives with strategic responsibilities pertaining to 2022, based on the Tables contained in the second part of this Section II (aggregate, on average), the weight of the fixed component is 49.18%; the weight of the variable component on an annual basis is 21.80%; the weight of any additional component is 29.02%; the weight of the long-term variable component is 0%. The fair value of the equity remuneration for the year 2022 is EUR 37,722.
During the 2022 financial year, no indemnities and/or other benefits were granted for the termination of the office or for the termination of the employment relationship with Executive Directors or Executives with strategic responsibilities.
The Company did not make use of the option of temporary derogation from the remuneration policy, although it was provided for - in implementation of the provision set out in Art. 123-ter, paragraph 3-bis, of the TUF - by the 2022 Policy, with particular reference to the elements of the MBO annual variable component.
During the 2022 financial year, no ex post correction mechanisms were applied to the variable component of the remuneration (malus or claw-back).
The comparison information between the annual change in the remuneration of the parties for whom the information referred to in this Report is provided by name, the results of the Company, as well as the average gross annual remuneration benchmarked on the Group's full-time
1 Art. 2 of Consob Resolution 21623 of 10 December 2020 establishes that companies may provide the comparison information indicated in paragraph 1.5 of the First Part of Section II of Schedule no. 7-bis of Annex 3A to Regulation no. 11971 of 14 May 1999, using only the data relating to the years starting on or after 1 January 2019.
employees, is summarised in the following table.
| 2022 | 2021 | 2020 | 2019 | ||
|---|---|---|---|---|---|
| % Change in OJM share (01/01 - 31/12) |
-36.23% | +84.63% | -19.77% | +8.48% | |
| Company results | Consolidated revenue |
768,373 | 720,789,000 | 516,985,000 | 565,344,000 |
| Consolidated net profit, adjusted where necessary |
15,411,000 | 12,427,000 | 5,971,000 * | 10,915,000 | |
| Remuneration of | Managing Director | 774,042 | 665,481 | 663,646 | 710,869 |
| Directors indicated by name ** |
Executive Deputy Chairman / Commercial Director |
442,326 | 390,103 | 389,279 | 405,052 |
| Remuneration - Employees *** |
Average gross remuneration - Full time employees, OJM Group |
35,854 | 32,919 | 34,823 | 36,169 |
* Figure before tax realignment pursuant to Italian Law Decree 104/2020 Art. 110
** Remuneration understood as amounts actually received, including the MBO variable portion (in cash)
*** Remuneration understood as amounts actually received, including the variable portion (in cash)
[For the purposes of GRI 2-21 (Universal Standards 2021) the ratio between the total remuneration 2022 (all items pertaining to the year, including the fair value of equity compensation) of the Managing Director compared to the average of all remuneration to employees is equal to 1:34,96; the percentage change compared to 2021 is +7.3% (1:32,58)].
It should be noted that, during the meeting held on 19 April 2022, the proposed resolution relating to the second section of the 2021/2022 Report (advisory vote) collected - in percentage terms - 13,368,060 voting rights (equal to 70.368740% of the total amount of voting rights) from those present at the meeting:
(i) votes in favour: 75.471101%;
The Company did not receive explicit comments from shareholders on the contents of the second Section of the 2021/2022 Report. It also directly contacted two of the major proxy advisors (i.e.
Glass Lewis and ISS) and verified that the voting recommendations issued by them in anticipation of the 2022 Shareholders' Meeting were expressed in favour of the resolution proposal reported above, given the absence of material elements of concern.
With respect to the elements of attention in any case highlighted in the aforementioned recommendations, it is emphasised that in this Report (as with that of last year), the Company provides full disclosure in relation to the objectives (and their achievement) set in terms of variable remuneration, both long and short-term (see Paragraph 1.1 of this Section, for each of the parties concerned).
The fees paid in 2022 for any reason and in any form by the company and by subsidiaries and associates is shown in the Annex, by means of tables 1, 3A and 3B of Schedule 7-bis of Annex 3A to the Issuers' Regulations.
In accordance with the matters laid down by Art. 84-quater, fourth paragraph of the Issuers' Regulations, Table no. 1 and 2 as per Schedule 7-ter of Annex 3A of the Issuers' Regulations is also attached, relating to the information on the equity investments of the members of the board of directors and control bodies and Executives with strategic responsibilities.
Milan, 15 March 2023
on behalf of the Board of Directors of Openjobmetis S.p.A. The Chairman (Marco Vittorelli)
| Alessandro Potestà | Director Independent |
12 | Approval of 2023 Financial Statements |
20,000 | / | / | / | / | / | 20,000 | / | / |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Alberto Rosati | Director Independent |
12 | Approval of 2023 Financial Statements |
20,000 | 22,500 (**) |
/ | / | / | / | 42,500 | / | / |
| Corrado Vittorelli | Director | 12 | Approval of 2023 Financial Statements |
20,000 | / | / | / | / | / | 20,000 | / | / |
| total | 950,000 | 60,000 | 1,166,725 (*) |
/ | 20,330 | / | 2,197,055 | 166,602 | / | |||
| Board of Statutory Auditors |
||||||||||||
| Chiara Segala | Chairwoman | 12 | Approval of 2023 Financial Statements |
35,000 (°°°) | / | / | / | / | / | 35,000 | / | / |
| Manuela Paola Pagliarello |
Acting statutory auditor |
12 | Approval of 2023 Financial Statements |
25,000 (°°°) | / | / | / | / | / | 25,000 | / | / |
| Roberto Tribuno | Acting statutory auditor |
12 | Approval of 2023 Financial Statements |
25,000 (°°°) | / | / | / | / | / | 25,000 | / | / |
| total | 85,000 | / | / | / | / | / | 85,000 | / | / | |||
| No. 2 Executives with strategic responsibilities (total) |
462,000 | / | 202,913 270,000 (*) |
/ | 17,549 | / | 952,462 | 37,722 | / | |||
| (I) TOTAL | 1,497,000 | 60,000 | 1,639,638 (*) |
/ | 37,879 | / | 3,234,517 | 204,324 | / | |||
| (II) Fees from subsidiaries |
| Rosario Rasizza | 40,000 (°) | / | / | / | / | / | 40,000 | / | / | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Corrado Vittorelli | 20,000 (°°) | 20,000 | ||||||||||
| Chiara Segala | 8,300 (°°°) | / | / | / | / | / | 8,300 | / | / | |||
| Manuela Paola Pagliarello |
5,300 (°°°) | / | / | / | / | / | 5,300 | / | / | |||
| Roberto Tribuno | 5,300 (°°°) | / | / | / | / | / | 5,300 | / | / | |||
| (II) TOTAL | 78,900 | / | / | / | / | / | 78,900 | / | / | |||
| (III) TOTAL | 1,575,900 | 60,000 | 1,639,638 (*) | / | 37,879 | / | 3,313,417 | 204,324 | / |
(*) Amount including variable remuneration that may be paid in relation to the 2022 MBO mechanism and any additional component represented in points 1.f.2(vi), 1.h(iii) and 1.i(ii) of the 2022 Policy (see TABLE 3B of Schedule 7-BIS below), the disbursement of which, after the approval of the 2022 Financial Statements, may take place during 2023.
(**) Amounts, possibly aggregated, for the participation in Committees:
Alberica Brivio Sforza: Chairwoman of the Remuneration Committee.
Laura Guazzoni: Member of the Control, Risks and Sustainability Committee.
Barbara Napolitano: Member of the Remuneration Committee.
Gabriella Porcelli/Lucia Giancaspro: Member of the Control, Risks and Sustainability Committee.
Alberto Rosati: Chairman of the Control, Risks and Sustainability Committee (EUR 15,000); member of the Remuneration Committee (EUR 7,500).
TABLE 3A of Schedule 7-bis
Incentive plans based on financial instruments, other than stock options, in favour of the members of the board of directors, the general managers and other Executives with strategic responsibilities
| Financial instruments assigned in previous years not vested during the financial year |
Financial instruments assigned during the financial year | Financial instruments vested during the financial year and not assigned |
Financial instruments vested during the financial year and assignable |
Financial instruments pertaining to the financial year |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A Name and Surname |
B Office held |
-1 Plan |
-2 Number and type of financial instrument |
-3 Vesting Period |
-4 Number and type of financial instrument |
-5 Fair value as of the assignment date |
-6 Vesting Period |
-7 Assignment date |
-8 Market price on assignment |
-9 Number and type of financial instrument |
-10 Number and type of financial instrument |
-11 Value on maturity date |
-12 Fair value |
| Fees from the reporting company | |||||||||||||
| Performance Shares (PS) 2019-2021 |
47,375 PS |
0 | 0 | 0 | |||||||||
| Rosario Rasizza |
Managing Director |
47,375 PS |
01/01/2021 31/12/2023 |
64,724 | |||||||||
| Performance Shares (PS) 2022-2024 |
33,863 PS |
55,041 | 01/01/2022 31/12/2024 |
19/04/2022 | 11.48 | 55,041 | |||||||
| Performance Shares (PS) |
12,310 PS |
0 | 0 | 0 | |||||||||
| Biagio La Porta |
Deputy Chairman / Commercial |
2019-2021 | 12,310 PS |
01/01/2021 31/12/2023 |
16,818 | ||||||||
| Director | Performance Shares (PS) 2022-2024 |
8,799 PS |
14,302 | 01/01/2022 31/12/2024 |
19/04/2022 | 11.48 | 14,302 | ||||||
| No. 2 Executives with strategic responsibilities |
14,922 PS |
0 | 0 | 0 |
| TOTAL | 57,772 | 93,902 | 0 | 204,324 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Shares (PS) 2022-2024 |
4,444 PS |
7,223 | 01/01/2022 31/12/2024 |
19/04/2022 | 11.48 | 7,223 | |||||||
| Marco Vittorelli |
Chairman of the Board of Directors |
Shares (PS) 2019-2021 |
6,217 PS |
01/01/2021 31/12/2023 |
0 | 8,494 | |||||||
| Performance | 6,217 PS |
0 | 0 | ||||||||||
| Performance Shares (PS) 2022-2024 |
10,666 PS |
17,336 | 01/01/2022 31/12/2024 |
19/04/2022 | 11.48 | 17,336 | |||||||
| Performance Shares (PS) 2019-2021 |
14,922 PS |
01/01/2021 31/12/2023 |
20,386 |
Monetary Incentive Plans in favour of the members of the Board of Directors, the General Managers and other Executives with strategic responsibilities
| A | B | -1 | -2 | -3 | -4 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname |
Office held | Plan | Year Bonus | Other bonuses | ||||||
| (I) Fees in the reporting company | ||||||||||
| (A) | (B) | (C) | (A) | (B) | (C) | |||||
| Disbursable/Disbursed | Deferred | Deferral period | No longer disbursable |
Disbursable/Disbursed | Still deferred | |||||
| Rosario | MBO | 296,100 | 2022 (*) | |||||||
| Rasizza | Managing Director | Any additional component |
400,000 | 2022 (**) | ||||||
| La Porta | Deputy Chairman / | MBO | 170,625 | 2022 (*) | ||||||
| Biagio | Commercial Director |
Any additional component |
300,000 | 2022 (**) | ||||||
| No. 2 Executives with strategic | MBO | 202,913 | 2022 (*) | |||||||
| responsibilities | Any additional component |
300,000 | 2022 (**) | |||||||
| (I) TOTAL | 1,669,638 |
(*) Variable component of the remuneration for the year 2022 concerning the MBO system, the disbursement of which, after the approval of the 2022 Financial Statements, may take place in 2023.
(**) Any additional variable component, represented in points 1.f.2(vi), 1.h(iii) and 1.i(ii) of the 2022 Policy, the disbursement of which, after the approval of the Financial Statements relating to the 2022 financial year, may take place during 2023.
TABLE no. 1 and 2 Schedule 7-ter Annex 3A Issuers' Regulations
Table relating to equity investments of members of management and control bodies, general managers and other Executives with strategic responsibilities
| Name and surname of the holder |
Office held | Investee company |
Number of shares held as at 31/12/2021 |
Number of shares purchased in 2022 |
Number of shares sold in 2022 |
Number of shares held as at 31/12/2022 |
Number of shares held at the date of this report |
Type of holding |
Holding title |
|---|---|---|---|---|---|---|---|---|---|
| Board of Directors | |||||||||
| Marco Vittorelli (**) | Chairman | Openjobmetis | 20,000 | 7,000 | 0 | 27,000 | 27,000 | direct | owned |
| Biagio La Porta | Deputy Chairman | Openjobmetis | 0 | 8,026 | 0 | 8,026 | 8,026 | direct | owned |
| Rosario Rasizza | Managing Director | Openjobmetis | 0 | 28,282 | 0 | 28,282 | 28,282 | direct | owned |
| 688,397 | 0 | 0 | 688,397 | 688,397 | indirect (*) | owned | |||
| Alberica Brivio Sforza | Director | / | / | / | / | / | / | / | / |
| Laura Guazzoni | Director | / | / | / | / | / | / | / | / |
| Barbara Napolitano | Director | / | / | / | / | / | / | / | / |
| Gabriella Porcelli | Director (•) | / | / | / | / | / | / | / | / |
| Lucia Giancaspro | Director (•) | / | / | / | / | / | / | / | / |
| Alessandro Potestà | Director | / | / | / | / | / | / | / | / |
| Alberto Rosati | Director | / | / | / | / | / | / | / | / |
|---|---|---|---|---|---|---|---|---|---|
| Corrado Vittorelli (**) | Director | Openjobmetis | 32,315 | 7,685 | 0 | 40,000 | 40,000 | direct | owned |
| Giovanni Fantasia | Director | / | / | / | / | / | / | / | / |
| Carlo Gentili | Director | / | / | / | / | / | / | / | / |
| Daniela Toscani | Director | / | / | / | / | / | / | / | / |
| Board of Statutory Auditors | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Chiara Segala | Chairwoman | / | / | / | / | / | / | / | / | ||
| Manuela Paola Pagliarello |
Acting statutory auditor | / | / | / | / | / | / | / | / | ||
| Roberto Tribuno | Acting statutory auditor | / | / | / | / | / | / | / | / | ||
| No. 2 Executives with strategic responsibilities |
/ | Openjobmetis | 1,446 | 9,728 | 6,072 | 5,102 | 5,102 | direct | owned |
(*) Shares held via the subsidiary MTI Investimenti S.r.l.
(**) Marco Vittorelli and Corrado Vittorelli each hold a 49.33% stake in the share capital of Omniafin S.p.A. – which holds 2,466,789 Openjobmetis shares.
(•) On 23.02.2022, Gabriella Porcelli - Director appointed from the minority list submitted by several shareholders under the aegis of Assogestioni - resigned from her position as Director, with effect from the date on which the Shareholders' Meeting will be convened for the approval of the financial statements as at 31 December 2021, scheduled for April 2022, or from the effective date of appointment of a new Director, if this does not coincide with the date of the Shareholders' Meeting. On 16 March 2022, after acknowledging the unavailability of Giulia Poli (who was listed as second in the progressive order of the minority list), the Board of Directors - after discussions with Assogestioni - appointed Lucia Giancaspro by co-optation, pursuant to Art. 2386 of the Italian Civil Code and Art. 15.16 of the Articles of Association, later confirmed in the appointment by the Shareholders' Meeting held on 19 April 2022.
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