Remuneration Information • Mar 28, 2022
Remuneration Information
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This is an English translation of the original Italian document. The original version in Italian takes precedence
Dear shareholders,
as Chairman of the Remuneration Committee, I am pleased to present you FinecoBank Group's Remuneration policy and report.
The document starts with an "Executive Summary", which summarizes the features of the new Remuneration policy and report and the main results achieved in 2021. Then two Sections follow: the "2022 Remuneration policy" which describes the key principles of our approach to remuneration and incentive systems for Employees and Financial Advisors, as well as Fineco's compensation practices; the "2021 Remuneration report", which provides detailed information on the results of the processes implemented in the previous financial year.
Also in 2022, we propose a clear and easily accessible Policy, oriented towards rewarding performance and merit thanks to promoting the value of equity, sustainability, diversity of human resources and development of people's strategic skills. Our approach is based on the concept of transparency, as an element able to protect and strengthen our reputation and to create value over long term, in the interest of all the stakeholders. Thus, the remuneration structure of the Chief Executive Officer and the criteria by which the incentives are linked to the economic-financial and social responsibility objectives in the short and medium-long term, are clearly and transparently presented in both the policy and the report.
FinecoBank Group closed 2021 with a strong growth, with results, that confirm an ongoing acceleration in a more challenging and complex context than ever t which proves the efficacy of a balanced and diversified business model. A path that is based on the quality of products and services, operational efficiency, innovation and, above all, an approach oriented towards transparency and great respect for the client. The Group business model is able to face every stage of the market and to generate a balanced flow of revenues, thanks to a strategy oriented towards a path of long-term sustainable and organic growth, and capable of generating value for all our stakeholders through a process of transforming customer liquidity into more efficient forms of savings. Fineco's digital DNA continues to represent a solid basis for the achievement of important economic-financial objectives and a positive footprint in the wider eco-system, in line with its corporate purpose: "supporting customers in the responsible management of their savings in order to create the conditions for a more prosperous and equitable society ".
In this context, our Bank is constantly engaged in combining values such as people development, corporate social responsibility and business activity, which are fundamental for improving risk management and being highly competitive in the market.
Our governance model aims at ensuring full cooperation between the bodies involved and the adequate control of all the Group's remuneration processes, so that informed decisions are taken independently and promptly, in order to avoid conflicts of interest.
With the aim to strengthen the connection with the stakeholders' interests, the Remuneration Committee has been working closely with the Bank's management to ensure that the remuneration and incentive systems are in line with the Bank's strategy and, in general, with the evolving context in which the Group operates.
In line with previous years and in order to better re-
spond to its tasks, the Remuneration Committee took part in each phase of the remuneration processes, ensuring consistency with best market practices and verifying the alignment with the "pay for performance" principle that guides the Group's incentive systems.
The 2022 Remuneration Policy confirms the close correlation with the strategic objectives set out in the multi-year plan, with reference to both the economic-financial objectives and the environmental, social and governance impact. In light of the changes to the regulation on the remuneration applicable to banking groups resulting from the publication of the 37th update of Circular 285 which implemented CRD V and the related guidelines published by the European Banking Authority, we have further clarified the principle of gender neutrality of the remuneration policy, which has been core to the Group's remuneration philosophy. In addition, we have updated the payout mechanism of our annual incentive system by including the new provisions relating to deferral thresholds, thus completing the adjustments already put in place in 2021, confirming once again the importance for the Fineco Group to monitor closely the evolution of the regulatory framework.
The overall structure of the Remuneration policy and
report remain intact, , as well as the main elements and mechanisms of the incentive systems also considering the feedback received from shareholders and proxy advisors during the engagement campaign, as well as the great consensus achieved during the 2021 AGM .
As Chairman of the Remuneration Committee, I would like to express my sincere thanks to the Directors Giancarla Branda and Paola Giannotti De Ponti for the meaningful contribution to the discussion and for the continuous attention in searching for effective and balanced solutions.
On behalf of the Remuneration Committee, I would like to thank you Shareholders for the constant willingness to compare and share each need and point of view, and for the time you will spend reading our 2022 Remuneration policy and report, trusting in your positive appreciation.
Sincerely, GIANMARCO MONTANARI
Chairman of the Remuneration Committee
The principles set in FinecoBank Group's (hereinafter also "Fineco Group" or "Group" or "FinecoBank Group")1 Remuneration policy and report provides the framework for the design of reward programs. The Group's compensation approach, coherent with the regulations and the best market practices, guarantees the link to the performance and the market framework, and the alignment with the business strategy and the long-term shareholders' interest.
The key principles set forth in the 2022 remuneration policy (Section I) (also "Compensation Policy") reflect the most recent regulations in terms of remuneration and incentive policies and practices, in order to develop– in the interest of all stakeholders – remuneration systems that are aligned with the Group's Multi Year Plan 2020-2023 (the Strategic Plan) strategies. Through achievable and objectively measurable objectives over a defined time period, annual or multi-year, the incentive systems are consistent with corporate values and objectives, including those of sustainable finance that take into account environmental, social and governance (ESG) factors, with the long-term strategies linked to company results and to prudent risk management policies. The FinecoBank Group, in fact, is committed to developing a sound and effective risk management, throughout mechanisms for correcting the systems themselves in order to maintain consistency with the reference framework for determining the risk appetite and with the levels of capital and liquidity necessary to support all undertaken activities and, in any case, such as to avoid distorted incentives that could lead to a breach of law or to excessive risk-taking.
In the definition of the remuneration policies, the Group also considers its employees' compensation and working conditions, as shown by the inclusion of a specific performance indicator (People Engagement) among the goals set for the 2021-2023 Long Term Incentive Plan.
Overall, the attention towards our people needs is also represented by the confirmation of FinecoBank as 2022 Italy Top Employer. The self-titled Institute annually awards this certification to companies that outstand for their HR strategies and policies, offering their employees the best working conditions. In particular, FinecoBank stands out for its focus on enhancing resources and developing competencies, favouring a positive and challenging workplace.
Furthermore, FinecoBank is committed to ensuring that the Compensation Policy is gender neutral, thus concurring to pursue equal opportunities for professional development and remuneration. In this context, the Multi Year Plan sets specific objectives relating to "gender neutrality", both with a compensation focus, with particular attention to the Gender Pay Gap, and with the aim to preserve diversity and equal opportunities, for which a specific Global Policy has been adopted.
During 2021 and in the first months of 2022, Fineco-Bank continued the dialogue with shareholders and proxy advisors, which raised valuable insights on the remuneration approach and specific suggestions for an effective disclosure to the public, based on national and international standards, which were taken into account in drafting this document.
1 Instead, the term "FinecoBank S.p.A." refers to the Italian legal entity (hereinafter also "Fineco", "FinecoBank" or the "Bank")
The involvement of the Company Control Functions Compliance and Chief Risk Officer2 assures full compliance of compensation policies and processes: guaranteeing the coherence with the Risk Appetite Framework, in line with sectorial regulations.
Through benchmarking, we aim to implement a competitive remuneration structure for effective retention and motivation of our key resources and to deliver compensation that is consistent with the creation of long-term value for stakeholders. For comparative analysis, a peer group is defined.
Details – Section I paragraph 2.2
The Remuneration Committee, with particular reference to the population of FinecoBank Group's Identified Staff, through the support of an independent external consultant identifies the peer group, defined considering a panel of comparable companies, based on which specific comparative analysis on compensation are carried out (Benchmark). As a compensation policy objective, the fixed component of the remuneration for Identified Staff targets the market median.
The incentive systems are consistent with corporate values and objectives, including those of sustainable finance which take into account environmental, social and governance (ESG) factors, in line with the FinecoBank Group's 2020-2023 strategic plan. In this context, the Group is also committed to ensuring a gender neutral Remuneration Policy.
Both short and long term incentive systems' goals, they take into account sustainable parameters, intended as the capacity to create and maintain value
Details – Section I paragraph 2
Our Compensation Policy Fundamentals ensure a correct definition of competitive compensation levels, internal equity and transparency.
In order to align the remuneration policies to the strategy set out in the Group 2020-2023 Multi Year Plan, they take into account goals linked to sustainability, intended as the capacity to create and maintain value for all the stakeholders in the medium-long term.
Our remuneration governance model aims to ensure clarity, reliability and transparency in the remuneration decision-making processes through an adequate control of the Group's remuneration processes and ensuring that decisions are made appropriately in an independent, informed and timely manner.
The Remuneration policy and report are aligned to the national and international regulatory requirements. For example, it considers also: Legislative Decree no. 385/1993, Legislative Decree no. 58/1998 (TUF), the European Directives as transposed into Italian law (European Directive 2017/828 Shareholder Rights Directive II, EU Dir. 36/2013 as amended by EU Dir 878/2019), the EU Reg. 575/2013 no. CRR and the EU Delegated Regulation no. 923/2021, the Issuers' Regulation (Consob); the Circular of the Bank of Italy no. 285/2013 as updated from time to time; the March 19 2019 Bank of Italy Provision (Provisions on transparency of banking and financial operations and services - fairness of relations between intermediaries and customers).
2 The Risk Management function is represented in FinecoBank by the CRO Department. The two terms are used interchangeably throughout the document.
for all the stakeholders in the medium-long term, in particular through a specific cluster named "Stakeholder Value".
In order to ensure diversity and equal opportunities, FinecoBank adopted a specific Global Policy on Gender Neutrality, and specific goals related to this topic are included in the 2020-2023 Multi Year Plan. The 2022 scorecard of the CEO reflects the focus on sustainability objectives with a total weight of 30%, confirming the commitments towards environmental, social and governance factors. A new KPI linked to Fineco's score in the main ESG ratings was introduced. The economic-financial objectives remain unchanged, with an incidence of 70%.
The Board of Directors, with the support of the Remuneration Committee, within the periodic review of the Remuneration Policy, analyzes the neutrality of the policies with respect to gender and monitors any gender pay gap (Gender Pay Gap) and the trend over time, according to the methodology described.
Share ownership guidelines are confirmed for the Chief Executive Officer and the other Executives with strategic responsibility in order to align the managerial and the Shareholders' interests .
Details – Section I paragraph 2.5
The Chief Executive Officer and the other Executives with strategic responsibility, should ensure appropriate levels of personal investment in FinecoBank shares (equal to 100% of fixed remuneration for the Chief Executive Officer and to 50% for the other Executives with strategic responsibility)
In compliance with the regulatory requirements, a 2:1 maximum ratio between variable and fixed remuneration is confirmed for the employees belonging to the business functions.
Details – Section I paragraph 3.1
For the Identified staff of the Company Control Func-
tions, the variable remuneration cannot exceed 1/3 of the fixed remuneration. For the Head of Human Resources function and the Manager in charge for financial statement, the remuneration is predominantly fixed. For the aforementioned Functions, the incentive mechanisms are consistent with the assigned tasks as well as independent of results from areas under their control.
For the Financial Advisors belonging to Identified Staff, a 2:1 ratio is adopted between the non-recurring and the recurring component of the remuneration.
The adoption of a 2:1 ration between variable and fixed compensation has no implication on the Bank's capacity to continue to respect all prudential rules, in particular capital requirement.
The annual process of identifying the Identified Staff at group level is carried out by applying the qualitative and quantitative criteria required by the regulatory provisions introduced by Circular no. 285 of 2013 of the Bank of Italy and the EU Delegated Regulation no. 923/2021.
Details – Section I paragraph 4.1
For 2022 the definition of the Identified Staff has been performed involving Compliance and CRO functions of FinecoBank S.p.A. The self-evaluation led to a total number of Identified Staff for 2022 equal to 23 employees and 15 Financial Advisors.
FinecoBank's 2022 Incentive System confirms the "Bonus Pool" approach, which provides for a strong link between remuneration, company results, risk profile and sustainable profitability.
Details – Section I paragraph 4.2
Specific entry conditions are defined, which act as ex-ante risk adjustment mechanisms and assess the Group's performance in terms of profitability, capital
and liquidity. Only if all entry conditions are met the bonus pool is confirmed with the possibility of applying further adjustments based on the overall assessment of the risk factors of the so-called "CRO dashboard".
Once the bonus pool is defined, individual bonuses are determined in line with the annual performance appraisal process, based on the principles of transparency and clarity to ensure a direct link between variable remuneration and performance. Our performance assessment process requires that all Identified Staff are assigned specific individual objectives at the beginning of the year, with an adequate balance between economic-financial factors and non-economic factors (i.e. quantitative-strategic and qualitative-sustainable), also considering performance objectives linked to Risks, Compliance and the adherence to ESG values and factors, thus guaranteeing sustainability in the medium to long term for the Group and all stakeholders.
Individual bonuses, in cash and shares in accordance with the provisions of the law, are delivered in several instalments, over a multi-year period, in line with the long-term interests of the shareholders.
Vested and paid variable remuneration is subject to ex-post corrective mechanisms (respectively malus and claw back) which take into account individual behavior.
In 2021, a share-based Long Term Incentive Plan for the three-years performance period 2021-2023 has been introduced to incentive, motivate and retain selected Employees. The Plan sets performance goals linked to 2021-2023 targets, in terms of Value Creation, Industrial Sustainability, Risk and Stakeholder Value, and the payment of a bonus in shares in instalments, over a multi-year period.
Details – Section I paragraph 5.1
In particular, has been set financial performance goals such as ROAC, Net Sales of AUM, Cost Income Ratio and Coast of Risk on commercial loans are provided. Three ESG parameters have been defined with regard to Stakeholder Value, namely customer satisfaction, people engagement and ESG rating for all new funds.
In addition, entry and malus conditions are defined on the basis of performance indicators in terms of profitability, capital and liquidity.
A risk adjustment mechanism is defined on the basis of indicators coherent with Fineco's Risk Appetite Framework.
Individual bonuses are delivered in FinecoBank shares, in instalments, over a multi-year period, subject to malus and claw-back condition, to compliance assessment of individual behaviors and to continuous employment.
Termination payments take into consideration longterm performance, in terms of shareholder added-value, do not reward failures or abuses and shall not exceed in general 24 months of total compensation (including the indemnity in lieu of notice).
Details – Section I paragraph 3.2
With reference to the termination Payments Policy, a specific formula for severance payments calculations is defined, while a maximum limit of 24 months of total remuneration is set, also comprehensive of the indemnity in lieu of notice. Total Remuneration is calculated taking into consideration the average bonus perceived in the three years prior the termination, after applying malus and claw-back conditions.
The provisions of Group FinecoBank's Compensation Policy also apply to the members of the Financial Advisors Network, in line with their compensation peculiarities. Following the incentive model provided for the Employees Identified Staff, the 2022 PFA Incentive System provides for a strong link between remuneration, risk and sustainable profitability.
Details – Section I paragraph 4.3
In application of the new regulatory provisions introduced by the 37th update of Circular no. 285 of 2013 of the Bank of Italy, no deferral is applied in the presence of an annual variable remuneration equal to or less than € 50,000 and equal to or less than one third of the total annual remuneration. Details - Section I paragraph 4.2
In addition, there is a specific section focused on gender neutrality of the Remuneration Policy, which incorporates the new regulatory provisions in terms of governance and methodology for calculating the gender pay gap.
Details - Section I paragraph 2.3
Finally, the provisions introduced by Circular no. 285 of 2013 and the new EU Delegated Regulation no. 923/2021 were implemented with reference to the identification of personnel whose activities have a significant impact on the Group's risk profile. Details - Section I paragraph 4.1
The results achieved by FinecoBank Group as of December 31, 2021 (2021 financial year) confirm the soundness of its diversified business model based on the quality of products and services, operating effectiveness, but especially an approach focused on transparency and great respect of the customer.
Together with our financial advisors, we've developed some initiatives to stimulate customers with investment strategies aimed to invest liquidity. In addition, Fineco Asset Management's strong growth and acceleration in the expansion of its offer of investment solutions has allowed the Group to be in a sweet spot to seize the opportunities that might arise in 2022. January net inflows results confirm the strong boost of asset under management even in a high volatility context, and on the other side, the growing interest towards market interaction through our platform, which has been confirmed leader in Italy within the retail segment.
In line with the most recent regulatory updates3 , paragraph 6.1 of Section II displays the annual variation of Company results and the other required information.
3 Update of Consob Regulation no. 11971 of 14 May 1999 (Regolamento Emittenti), as of December 11, 2020
The 2021 remuneration report (Section II) - issued pursuant to art. 123-ter of Legislative Decree 58/1998 (Consolidated Text of Finance" - "TUF"), as updated by Legislative Decree May 10, 2019, n. 49, and pursuant to Consob Regulation n. 11971 of 14 May 1999 (Regolamento Emittenti), as updated with the Decision n. 21625 of December 11, 2020 - provides the description of our compensation practices and the implementation outcomes of FinecoBank Incentive Systems, as well as remuneration data, with a focus on Identified Staff, defined in line with regulatory requirements.
Full disclosure on compensation payout amounts, deferrals and ratio between variable and fixed components of remuneration for Identified Staff is provided in Section II, including the data regarding members of the Board of Directors and the Board of Statutory Auditors, and the Executives with strategic responsibilities.
Data pursuant sect. 84-quarter Consob Issuers Regulation no. 11971, as well as the information on incentive systems under 114-bis of legislative decree 58/1998 ("Consolidated Text of Finance" – "TUF") are included in this document as well as in Annex II4 .
The 2021 performance evaluation of the Chief Executive Officer and General Manager's individual goals resulted excellent ("Exceeds Expectations"), on the basis of the elements reported in Section II – paragraph 3.1 as evaluated by the Remuneration Committee and the Board of Directors of February 7 and 9, 2022.
In light of the above and of the overall business results achieved by the Company, the Chief Executive Officer was awarded a short-term variable bonus for the performance year 2021 equal to € 1,000,000, corresponding to the maximum amount that he can perceive given the applicable 2:1 ratio between variable and fixed remuneration.
For the purpose of applying this ratio, it should be noted that the Chief Executive Officer received a fixed remuneration of € 1,000,000 and that an annual pro-quota of € 1,000,000 relating to the longterm variable remuneration (LTI 2021-2023)5 is also included as variable remuneration, in line with the applicable legislation.
The € 1,000,000 bonus linked to the short-term incentive system awarded for the 2021 performance will be delivered in cash and in shares, with an upfront portion equal to 40% and a deferred portion equal to 60%, according to the deferral scheme described in Section II p. 4.23.1, which considers the period of unavailability of the shares both upfront and deferred, as required by law.
4 Annex II: Compensation systems based on financial instruments for FinecoBank staff
5 See the representation of the CEO/GM's remuneration. It should be noted that the term vesting refers to the performance period of the 2021-2023 LTI Plan.
2022 Remuneration policy
| 1. | INTRODUCTION | 15 |
|---|---|---|
| 2. | FUNDAMENTALS | 16 |
| 2.1 | Governance | 16 |
| 2.2 Continuous monitoring of market trends and practices (Benchmark) | 18 | |
| 2.3 Remuneration system and ESG strategy | 18 | |
| 2.4 Compliance Drivers | 21 | |
| 2.5 Pay for sustainable performance | 22 | |
| 3. | COMPENSATION STRUCTURE | 26 |
| 3.1 | Ratio between variable and fixed compensation | 26 |
| 3.2 Employees | 26 | |
| 3.3 Financial advisors | 29 | |
| 3.4 Sale Staff (emlpoyees and third personnel) | 31 | |
| 3.5 Non executives members of administrative and auduting bodies | 31 | |
| 4. | 2022 COMPENSATION SYSTEMS | 32 |
| 4.1 | Process to define identified staff | 32 |
| 4.2 Incentive system for employees identified staff | 32 | |
| 4.3 Incentive system for financial advisors identified staff | 39 | |
| 5. | 2021-2023 LTI PLAN | 44 |
| 5.1 | 2021-2023 long term incentive plan for employees | 44 |
Integrity is at the core of our values, as a condition to transform profit into value for our stakeholders.
By upholding the standards of responsible behaviors and values which drive our mission, our compensation strategy represents a key instrument to enhance and protect our reputation and to create long-term value for all stakeholders.
Also through appropriate compensation mechanism, we aim to create a work environment which is comprehensive of any form of diversity and which fosters and unlocks individual potential, to attract, retain and motivate highly qualified employees.
Relying on our governance model, our Compensation Policy sets the framework for a common and coherent design, implementation and monitoring of compensation practices across our Company that reinforce sound risk management policies and our long-term business strategy.
To ensure the competitiveness and effectiveness of remuneration as well as transparency and internal equity, the key principles of our Compensation Policy are:
Our compensation governance model aims to assure clearness, transparency and reliability in the governance processes related to remuneration through an appropriate monitoring of the Group's remuneration practices by ensuring that decisions are made in an independent, informed and timely manner at appropriate levels, avoiding conflicts of interest and guaranteeing appropriate disclosure in full respect of the general principles defined by Regulators.
The Board of Directors of FinecoBank, in line with the relevant legislation, prepares, submits to the Shareholders' Meeting and reviews, on an annual basis, the Remuneration Policy and is responsible for its correct implementation. In particular, it ensures that the incentive systems are consistent with the overall choices of the Group in terms of risk assumption, strategies, long-term objectives, corporate governance and internal controls structure. Furthermore, it ensures that the remuneration and incentive systems are suitable for ensuring compliance with the provisions of the law, regulations and statutory provisions as well as codes of ethics or conduct, promoting the adoption of compliant behaviors.
The Board of Directors with the support of the Remuneration Committee analyzes the neutrality of the policies with respect to gender and monitors any gender pay gap.
The Board of Directors established a Delegation of Powers system to regulate appropriately effective decision-making processes throughout the organization.
In particular, the Remuneration Committee is vested with the role of providing advice and opinions to the Board of Directors with regard to Remuneration strategy. It also involves Risk Management and Compliance functions, and it receives the support of an independent external advisor, if required and needed, in order to make the incentives underlying the remuneration system consistent with the management of risk, capital and liquidity profiles.
The main topics discussed by the Committee are also brought to the attention of the Board of Statutory Auditors, prior to their submission to the Board of Directors. The Remuneration Committee consists of 3 non-executive members6.
The Risks and Related Parties Committee supports the Board of Directors in order to ensure that the Remuneration Policy is consistent with sound and effective risk management.
In particular, without prejudice to the responsibilities of the Remuneration Committee, the Risks and Related Parties Committee is involved in the process of identifying the Group's Identified Staff and ascertains that the incentives underlying the remuneration and incentive system are consistent with the Risk Appetite Framework, taking into account in particular risks, capital and liquidity, in line with current legislation7 . In addition, within the Remuneration Policy, the Corporate Governance and Environmental and Social Sustainability Committee is also involved with respect to the Group's sustainability strategy (such as, for example, the definition of ESG objectives).
The Compensation Policy of FinecoBank Group, as drawn up by the Human Resources function, with the involvement of other company functions according to the area of expertise, is validated by the Compliance and Risk Management functions, prior to being submitted to the Remuneration Committee. Yearly, the Remuneration Committee proposes and submits the Compensation Policy to the Board of Directors for approval. As a last step, the document is presented to the Shareholders' Meeting for approval, in line with the regulatory requirements8 .
6 For details on the composition and activities of the Remuneration Committee, please refer to the specific paragraph in Section II, paragraph 2.1
7 Cf. Circ. no. 285 of Bank of Italy and EBA Guidelines "Guidelines for sound remuneration policies pursuant to EU Directive no. 36/2013
The principles of Fineco Compensation Policy are applicable to the entire organization with regard to:
The Human Resources function, interacting with the Remuneration Committee, drafts the Remuneration Policy, defines the incentive systems and the remuneration levels, taking care of the aspect of neutrality with respect to gender, with the aim of motivating and retaining personnel and contributing to ensure alignment with the Bank's long-term strategies.
With particular reference to the incentive systems for Financial Advisors, the function collaborates with the PFA Network Commercial Department & Private Banking / Network Controls, Monitoring and Network Services Department.
In addition, with respect to financial data, the Human Resources function involves the Manager in charge of the financial statements (also CFO), while for all ESG topics within the Compensation Policy is supported by the Sustainability Team.
The Compliance function operates in close co-ordination with the Human Resources function, in order to support the design and the definition of compensation policy and processes and to evaluate them for the profiles in scope.
In this framework, the Compliance function verifies the consistency with "the goal of complying with regulations, articles of association and any other code of ethics or other standards of conduct applicable to the bank, so that legal and reputational risks mostly embedded in the relationship with customers are duly contained"10. In particular, the Compliance function evaluates, for all related aspects, Fineco Compensation Policy and – according to the applicable regulations – the incentive systems designed by the Human Resources function for the employees, and by PFA Network & Private Banking Department/Network Controls, Monitoring and Service Department for the Financial Advisors. It provides suggestions – as far as it is concerned – for the design of compliant incentive systems. Furthermore, the Compliance function is involved in the process for the identification of Group's risk takers, for all aspects that fall within its perimeter.
In accordance with the regulatory framework and our governance, the guidelines for the definition of the incentive systems for non-Identified Staff population are set, in collaboration with the Compliance function, for all related aspects:
The consistency between remuneration and accountable and sustainable risk assumption is guaranteed through rigorous governance processes based on informed decisions taken by the Corporate Bodies. Compensation plans include the risk adjustment appetite defined through the evaluation of the consistency with the results achieved and the Fineco Risk Appetite Framework.
The CRO function is constantly involved in the definition of the remuneration policy, the incentive systems and the compensation processes as well as in the definition of targets, in the individual performance appraisal, in the ex-ante and ex-post risk adjustment mechanism and in the identification of the Group's Identified Staff. This involvement implies a direct link between the Bank incentive mechanisms, selected metrics of the Risk Appetite Framework, the validation of performance and pay, so that the incentives are consistent with the risk assumption defined and approved by the Board of Directors.
9 The Human Resources function in FinecoBank is carried out by the Chief People Officer Department
10 Cf. Bank of Italy, Circular no. 285
11 The Risk Management function is represented in FinecoBank by the CRO Department. The two terms are used interchangeably throughout the document.
Within the remuneration governance process, the Internal Audit function yearly assesses the consistency of the implementation of policies and practices with the Compensation policy that was approved and the regulatory framework, and performs an audit on data and processes. The function provides a final assessment on the remuneration practices, providing recommendations aimed at improving the processes and informing the competent Bodies on any findings, in order to adopt corrective measures. Yearly the AGM is informed about the results of the audit.
With specific reference to Identified Staff, an independent external advisor supports the Remuneration Committee on the definition of a list of selected competitors that represent our peer group for the purpose of compensation benchmarking analysis. The identification of our peer group took into consideration a panel of Italian financial intermediaries listed on the FTSE MIB or FTSE MidCap stock indexes and comparable from the point of view of the applicable regulations (Banking and / or Asset Management), as well as in terms of market capitalization, total assets, dimension or business model, to assure a competitive alignment with the market of reference.
The results of this analysis is provided to the Remuneration Committee, in order to support the formulation of opinions to the Bodies of the Bank responsible for taking such decisions.
Through benchmarking, we aim at adopting a competitive compensation structure for an effective retention and motivation of our key resources, as well as for defining payments that are consistent with the long-term value for stakeholders.
The compensation structures, which are defined in relation to business or market-specific benchmarking, are in any case aligned with the values of the Group, with particular reference to compliance and sustainability.
The definition of the Compensation Policy for the
Identified Staff, both employees and Financial Advisors, with particular reference to the design of the 2022 incentive systems, takes into account specific benchmarking analysis based on our peer group.
The peer group used to benchmark compensation policy and practices with particular reference to Identified Staff employees has been defined by the Remuneration Committee upon the proposal of the independent external advisor.
The peer group, subjected to annual review, for 202212:
The Remuneration Committee constantly monitors the peer group so that, in the event of aggregation or de-listing processes, the appropriate adjustments in line with the comparability criteria described above. In addition to what mentioned above, for the Chief Executive Officer and General Manager compensation trends are monitored also with respect to an international panel of comparable companies in terms of business and/or geographic proximity.
Fineco Group is aware that its strategy, oriented to a sustainable and organic growth, should necessarily be sided by a progressive integration of ESG principles in its business choices and operations management. In 2019, FinecoBank Group defined its first list of material topics, based on how much influence the main
12 Compared to 2021 peer group, Anima and Banca Popolare di Sondrio were added. The previous Peer Group also included Banca Sistema, Banca Finint, Iccrea Cooperative Banking Group, BNL Group.
sustainability issues have on the decisions, actions and performance of the organization and its stakeholders. The selection of the material aspects was the result of a process of direct engagement by FinecoBank management and an indirect analysis of materiality as perceived by the stakeholders based on internal and external information sources available to the Bank.
This analysis was updated in 2020 taking into account the change in the external context (including the Covid-19 pandemic), changes in the applicable regulations and new stakeholders' expectations as identified within investor engagement activities and as requested by the main ESG rating agencies.
The material topics updated as such are 19, approved in 2020 by the Corporate Governance and Environmental and Social Sustainability and by FinecoBank Board of Directors and confirmed for 2021. They are aggregated in 9 macro-areas and they represent the starting point to direct the chosen sustainable path and the consequent goal setting.
| MACRO-ASPECT | ASPECT | LD 254/2016 |
|---|---|---|
| Transparency | Fairness and transparency in the sale of products and services and reporting of ESG risks |
Social |
| People Development | Human resources management policies Management of welfare and industrial relations Protection of health and safety at work Training of human resources Protection of diversity, equal opportunity and inclusion Non-discrimination policies |
Personnel Respect foe human rights |
| Efficiency and Solidity | Economic performance and capital strength | Social |
| Control and Risk Management System |
Risk management (financial and ESG risks) | Fighting active and passive corruption Environmental |
| Environmental Sustainability | Reducing environmental impact | Environmental |
| Fairness | Fighting corruption Prevention of anti-competitive behaviour Socio-economic, environmental and tax compliance Protection of privacy |
Fighting active and passive corruption Social Environmental Social |
| Clear approach to the markets Financial inclusion and education |
- Social |
|
| Responsible Finance | Responsible products and investments | Social |
| Information Security and Cyber Security |
Identification and management of ICT security risks | Social |
Innovation and Customer Experience Innovation and digitisation to improve service quality Social
In this respect, proceeding with the path already started, the 2022 scorecard of the CEO and General Manager13 linked to the short term incentive system, and that of the other Identified Staff's, includes, depending on the specific role, goals linked to sustainability intended as the capacity of creating and maintaining value for all the stakeholders in the medium-long term.
In particular, the "Stakeholder Value" goal, in coherence with the Group 2020-2023 Multi Year Plan and the material topics includes, in line with 2021, the objectives relating preserving diversity, responsible finance and environmental impact, plus an additional KPI linked to Fineco's score in the main ESG ratings has been introduced.
In addition, a specific objective regarding integrity of conduct and the dissemination of the compliance culture within the organization ("Tone from the top") has been set for this year a swell.
Additionally, the long term incentives system (2021- 2023 LTI Plan) for employees, includes among its performance drivers three ESG KPI's related to customers satisfaction, employees engagement and ESG rating for all new funds, in coherence with the Multi Year Plan.
FinecoBank Group is committed to develop and implement a common risk culture at all organizational levels. This provides a fundamental condition to grant a sustainable return in the long term. Among
13 Cf. paragraph 4.2 for CEO and General Manager individual scorecard.
the risks with potential ESG implications, are worth mentioning operational risks and reputational risks, which could be determined by specific social, environmental and customer relationship risks.
The FinecoBank Group is committed to ensuring that the Compensation Policy is gender neutral, thus concurring to pursue equal opportunities in terms of professional development and remuneration.
From a remuneration point of view, the goal is to ensure that, for the same activity carried out, corresponds an equal level of remuneration. Furthermore, the Group aims at preserving diversity with the ultimate scope of creating a non-discriminatory working environment that offers equal opportunities14.
In order to increase the sensitivity and the attention towards gender equality and diversity within the organization at all levels and to pursue gender neutrality in remuneration policies, the following measures were adopted, in application of the new provisions introduced by the 37th update of Circular no. 285 of 2013 of the Bank of Italy and the EBA Guidelines:
zational complexity and the professional roles16
14 For more details on equal opportunities initiatives and non-discrimination, please refer to the 2021 consolidated non-financial statement of the FinecoBank Group.
15 As defined by the Circ. no. 285 of 2013 (37th update)
16 To this end, the Global Job Model is used: an organizational system that describes, standardizes and calibrates all roles. The "Banding" system (Global Banding Structure) is one of the main elements of the Global Job Model.
17 In accordance with the LD 254/2016
One of the key principles of the Compensation Policy is full compliance with the laws, regulations and statutory provisions as well as with codes of ethics or conduct, with the aim of promoting the adoption of compliant behaviors and in order to protect and strengthen our reputation, as well as prevent or manage potential conflicts of interest between roles within the Bank or towards our customers.
Among the qualitative/sustainable goal assigned in the Identified Staff scorecard, there is a specific one concerning the integrity of conduct and the spread of compliance culture within the organization ("Tone from the top" initiative, as a driver of sustainable value creation. This demonstrates the importance of full compliance with internal and external regulations for the FinecoBank Group.
in case individual performance evaluation systems are fully or partially focused on the manager decision making authority, the evaluation parameters should be defined ex-ante, clear and documented to the manager at the beginning of the evaluation period. Such parameters should reflect all applicable regulation requirements (also in line with the regulation references reported in previous paragraphs). The results of managerial discretional evaluation should be formalized for the adequate and predefined monitoring process by the proper functions
With regard to incentive systems for the network's Financial Advisors, particular attention is paid to all commercial initiatives that involve the aforementioned network18.
Such initiatives may be organized after the evaluation and authorization of the competent Bank's Bodies and they represent business actions aimed at providing guidance to the sales network towards the achievement of the period's commercial targets (also intermediate) and with a direct impact on the budget and related incentive systems.
Among the distinctive features of the initiatives, there is the expectation of a cash award or non-monetary reward. The initiatives can also have the function to accelerate the achievement of certain objectives of the incentive system. The grant of awards related to the initiatives will be subject to behaviors compliant with external and internal regulations.
financial needs, or because it is more expensive than another
iii. is adequately balanced with respect of the fixed remuneration; iv. is subject to adjustment mechanisms that can reduce it or eliminate it, for instance in case of behaviors that directly or indirectly damaged the costumers, as well as in case of a violation of the relevant regulation (Title VI T.U.) or the related provisions that
equivalent and suitable product,
protect the customers' interests.
The aforementioned compliance requirements ("compliance drivers") must also be considered for the network of Financial Advisors (PFA), as applicable.
The objectives are defined consistently with the strategic guidelines, in line with the 2022 objectives linked to the Group's 2020-2023 Strategic Plan. Performance is also evaluated in terms of risk-adjusted profitability taking into consideration ex-ante and expost mechanisms.
Incentive systems must not favor in any way risk-taking behaviors in excess of the risk appetite envisaged by the business strategies; in particular, they should be align with the Risk Appetite Framework ("RAF").
products.
Under no circumstances may the system of remuneration and evaluation of the sales network employees constitute an incentive to sell products unsuitable to the financial needs of the clients.
18 See paragraph 3.3 for details
• To defer, as foreseen by regulatory requirements, performance-based incentive pay-out to coincide with the risk timeframe of such performance by subjecting the pay-out of any deferred component of performance-based compensation to the actual sustainable performance demonstrated and maintained over the deferral timeframe, so that the variable remuneration takes into account the time trend of the risks assumed by the Bank;
19 As provided by Directive no. 2013/36/EU art. 94, 1 a). Financial criteria includes performance indicators reported in the annual financial report and in particular linked with the profit and loss report, the balance sheet and relevant components or indicators.
20 Cf. Circ. no. 285/2013 Bank of Italy and EBA Guidelines pursuant to the art.94 Dir. 2013/36/EU.
21 Provision envisaged with particular reference to the Chief Executive Officer and other Executives with Strategic Responsibilities, in the Corporate Governance Code of Borsa Italiana. The malus and claw-back clauses are managed by the plan rules of the incentive plans.
Fineco reserves the right to activate malus and claw-back mechanisms, meaning respectively the reduction/cancelation and the return of any form of variable compensation.
The malus clause (i.e. the reduction/cancelation of the variable remuneration) can be activated with reference to the variable remuneration to be paid or awarded but not already paid, related to the performance period, which the compliance "violation" is referred to. In case the variable pay affected is not enough to ensure an adequate malus application, the reduction can be referred also to other components of variable remuneration.
The claw-back clause, (i.e. the restitution of all or part of the variable remuneration) can be activated with reference to the overall variable remuneration already paid, awarded for the performance period which the "violation" is referred to, without prejudice to more restrictive local laws or provisions and as legally enforceable.
The claw-back clause can be activated for a period up to 5 years after each tranche (upfront or deferred) has become available to the beneficiary (that means, after deferrals and/or applicable retention periods), even after the termination of the employment relationship and/or of the role and takes into account legal, pension and tax aspects and the time limits provided by law and practices locally applicable.
Malus and claw-back can be activated upon the assessment of certain behaviors within the referred period, which starts with the performance period and ends with the tranche becoming available to the beneficiary (that means, after deferrals and/or applicable retention periods), in case the staff*:
has adopted conduct that does not comply with legal, regulatory or statutory provisions or with codes of ethics or conduct applicable to the bank, which resulted in a significant loss for the bank or for customers;
has displayed further conduct that does not comply with legal, regulatory or statutory provisions or with codes of ethics or conduct applicable to the bank, in the cases envisaged by the latter;
has contributed with fraudulent behavior or gross negligence to incurring significant financial losses, or by his conduct had a negative impact on the risk profile or on other regulatory requirements at Bank or FinecoBank Group level;
has engaged in misconduct and/or fails to take expected actions which contributed to significant reputational harm to the Bank or the FinecoBank Group, or which were subject to disciplinary measures by the Authority;
is the subject of disciplinary measures and initiatives envisaged in respect of fraudulent behavior or characterized by gross negligence during the reference period;
has infringed the requirements set out by articles 26 TUB and 53 TUB, where applicable, or the obligations regarding remuneration and incentives.
In the year 2018 the Compliance Breach Committee was established**, composed of the Chief Executive Officer and General Manager, the Head of Human Resources and the Head of Compliance***. With reference to FinecoBank's Identified Staff, the Committee has the function of assessing potential impacts on variable remuneration following the ascertainment of any anomalous behavior or violations, possibly involving sanctions, or of any sanctioning proceedings or imposition of sanctions in the process of being initiated or initiated and in any case not yet defined against the parties concerned or the Bank, following notification by the Bank or Internal Audit structures or Public Authority.
On the basis of the analyzes carried out and in relation to the seriousness of the violation, the Committee proposes to the Board of Directors, after examination of the Remuneration Committee - on the basis of the established governance - the consequent measures to be adopted with reference to the variable remuneration of the Identified Staff (reduction/cancellation - malus - or return claw-back).
* Employees and all personnel, including Personal Financial Advisors.
** For the PFA Identified Staff, the functions of Compliance Breach Committee are covered by the competent Disciplinary Committee *** The Head of Internal Audit is a permanent guest of the Committee, without voting rights.
Share ownership guidelines set minimum levels for company share ownership for covered Executives, aiming to align managerial interests to those of shareholders by assuring appropriate levels of personal investment in FinecoBank shares over time. As part of our total compensation approach, we offer equity incentives that provide for opportunities of share ownership, in compliance with the applicable laws.
The ownership of shares by our Company leaders is a meaningful and visible way to show our investors, clients and employees that we believe in our Company.
FinecoBank Board of Directors and Shareholders Meeting approved in 2017 specific share ownership guidelines, as shown in the following table, for the Chief Executive Officer and General Manager and for the other Executives with strategic responsibility, in order to reinforce the alignment between managerial and shareholders' interests in the achievement of goals.
| POPULATION | SHARES OWNERSHIP |
|---|---|
| CEO and General Manager | 1 x annual fixed remuneration |
| Executives with strategic re sponsibilities |
0.5 x annual fixed remuneration |
As a rule, the established levels described in the above table should be reached within 5 years from the first appointment in the covered role and they should be maintained for the entire duration of the role covered.
The established levels should be reached through a linear pro-rata approach during the 5-year period, providing for a minimum portion every year.
Involved Executives are also expected to refrain from entering into schemes or arrangements that specifically protect the unvested value of equity granted under incentive plans ("hedging").
Any violation of the share ownership guidelines and any form of hedging shall be considered in breach of compliance rules with such consequences as provided for under enforceable rules, provisions and procedures.
Without prejudice to the provisions of Regulation n. 17221 of March 12, 2010, as provided by art. 123-ter, letter 3-bis of TUF amended in 2019, in case of exceptional circumstances FinecoBank can temporarily derogate from its remuneration policies, still taking into account all legal and regulatory restrictions. Exceptional circumstances are intended to be only situations for which the exemption from the remuneration policy is necessary in order to preserve the Company's long term interests and sustainability, or to ensure its market competitiveness . The process is summarized as follows.
The Board of Directors, having heard the opinion of the Remuneration Committee and the Risk and Related Party Committee, can temporarily derogate from the remuneration policy in the aforementioned circumstances, in coherence with FinecoBank Group Global Policy on the management of transactions with individuals in potential conflict of interests whenever applicable, and limited to some elements defined in paragraphs 3.2 and 3.3 Section I, specifically the short and long term variable remuneration systems.
Compensation levels and ratio between fix and variable component of overall remuneration for Identified Staff are managed and monitored according to our business strategy, and aligned with Fineco performance over time.
In compliance with the applicable regulations22, the adoption of the maximum pay ratio of 2:123 for personnel belonging to business functions is confirmed.
For the rest of the employees, a maximum ratio between the components of remuneration equal to 1:124 is usually adopted, except for the Identified Staff of the Company Control Functions25, for which it is provided that the variable remuneration could not exceed 1/3 of the fixed remuneration. For the Head of Human Resources and the Manager in charge for preparing financial statements, the remuneration is predominantly fixed. For the aforementioned Functions, the incentive mechanisms are consistent with the assigned tasks as well as independent from the results of the areas under their control.
With reference to applicable regulations, for Financial Advisors belonging to Identified Staff, the 2:1 ratio is adopted between the non-recurring and the recurring component of the remuneration.
The adoption of a ratio of 2:1 between variable and fixed compensation doesn't have any implication on the Bank's capacity to continue to respect all prudential rules, in particular capital requirements.
| MAXIMUM RATIO BETWEEN VARIABLE AND FIXED COMPENSATION |
||
|---|---|---|
| Business functions | 2:1 | |
| Identified staff of company control functions |
1:3 | |
| Employees | Other employees | 1:1 |
| Head of Human Resources and Manager in charge of preparing financial statements |
Fix>Var with respect of total compensation |
|
| PFA Identified Staff | 2:1 |
Within the framework provided by its Compensation Policy, the Group is committed to ensure fair treatment in terms of compensation and benefits regardless of age, race, culture, gender, disability, sexual orientation, religion, political belief and marital status.
Our total compensation approach provides for a balanced package of fix and variable, monetary and non-monetary elements, each designed to impact in a specific manner the motivation and retention of employees.
In line with the applicable regulations, particular attention is paid to avoid incentive elements in variable compensation that may induce to behaviours not aligned with the company's sustainable business results and risk appetite.
As a policy target, fix compensation for Identified Staff considers as a reference the market median, with individual positioning being defined on the basis of specific performance, potential and people strategy decisions.
With particular reference to Identified Staff – within the governance defined according to the applicable laws and regulations - the Board of Directors, upon proposal of the Remuneration Committee, establishes the compensation structure for top positions, defining the mix of fix and variable compensation elements, consistently with market trends and internal analyses performed.
Moreover, the Board of Directors annually approves the criteria and features of Identified Staff incentive plans, ensuring the appropriate balance of variable reward opportunities within the pay-mix structure.
22 Cf. Circular no. 285/2013. In particular, for Fineco Asset Management DAC (FAM) Employees not identified as Group's risk takers the sectorial regulation does not provide a pre-determined maximum cap to variable remuneration.
23 As approved by the Fineco Shareholders Meeting on June 5, 2014. The rationales of the original request did not change, thus no further maximum ratio approval is requested.
24 The variable component, if present, is contained for all the personnel of the corporate control functions and of the human resources function. 25 Meaning CRO, Compliance, Internal Audit and AML
| 27 | |
|---|---|
| TYPE OF REMUNERATION | PURPOSES | FEATURES |
|---|---|---|
| 3.2.1. FIXED COMPENSATION | ||
| The fixed salary remunerates the role covered and the scope of responsibilities, reflecting the experience and skills required for each position, as well as the level of excellence demonstrated and the overall quality of the contribution to business results. |
Fixed salary is appropriately defined for the specific business in which an individual works and for the talent, skills and competencies that the individual brings to the Bank. The relevance of fixed compensation weight is sufficient to reward the activity rendered even if the variable part of the remuneration packa ge is not paid due to non-achievement of per formance goals such as to reduce the risk of excessively risk-oriented behaviours, to discou rage initiatives focused on short-term results and to allow a flexible bonus approach. |
• Specific pay-mix composed by fix and variable compensation is defined with respect to each target of employee population. • With particular reference to Identified Staff, the Remuneration Committee proposes to the Bo ard of Directors: • the criteria to perform market benchmarking analysis for each position in terms of compen sation levels and pay-mix structure, including the definition of a specific peer group. • the positioning in terms of compensation, in line with relevant market's competitive levels, to define individual compensation reviews as necessary. |
| 3.2.2. VARIABLE COMPENSATION | ||
| The variable compensation includes paymen ts depending on performance, independently from how it is measured (profitability goals, volumes, etc.), or on other parameters (e.g. length of service), discretionary pension be nefits and amounts agreed between the bank and personnel in view or upon the early termi nation of the employment or office (excluding termination benefits and indemnity in lieu of notice), carried interests and more generally any other form of remuneration that is not uniquely qualify as fixed remuneration. |
Variable compensation aims to remunerate achievements by directly linking pay to per formance outcomes in the short, medium and long-term, and risk adjusted. |
• Adequate range and managerial flexibility in performance-based pay-outs are an inherent characteristic of well-managed, accountable and sustainable variable compensation. • Incentives remunerate the achievement of performance objectives, both quantitative and qualitative. • An appropriately balanced performance-ba sed compensation element is encouraged for all employee categories as a key driver of motivation and alignment with organizational goals. • The systems features, including performance measures and pay mechanisms, must avoid an excessive short-term focus by reflecting the principles of this policy, focusing on pa rameters linked to profitability and sound risk management, in order to guarantee su stainable performance in the medium and long-term. |
| Incentive Systems linked to yearly performan ce (Short Term Incentives or STI) |
Aim to attract, motivate and retain strategic resources in alignment with national and inter national regulatory requirements and with best market's practices. |
• Pay-out is based on a "bonus pool" approach providing for a comprehensive performance measurement at individual and at Group level. • Reward is directly linked to performance, whi ch is evaluated on the basis of results achie ved and on the alignment with our leadership model and values. • Performance Management is the annual pro cess of assigning objectives and evaluating them, which guarantees, in a fair and transpa rent manner, consistency between bonuses and individual performances for the entire organization. • Where foreseen by regulations, the pay-out is phased to coincide with an appropriate risk time horizon. The design features of incenti ve plans for Identified Staff are aligned with shareholder interests and long-term, firm-wide profitability, providing for an appropriate allo cation of a performance related incentive in cash and in shares, upfront and deferred • The individuals' behaviours (compliance with internal and external rules and regulations, absence of disciplinary actions and comple tion of mandatory training) are also elements on which individual incentives award is based. |
| Long-term Incentive plans (Long Term Incen tive or LTI) |
The aim of these plans is to strengthen the link between variable pay and long term results and to further align the interests of Management to those of Shareholders |
• For the 2021-2023 performance period, a share based Long Term Incentive Plan for selected Employees considered "key roles", has been approved. • The plan sets goals linked to the 21-23 thre e-year targets, in terms of value creation, industrial sustainability, risk and stakeholder value, coherent with Group long term goals established in the 2020-2023 Multi Year Plan. • The Plan provides entry and malus condi tions, claw-back conditions and a specific risk adjustment mechanism. • The Plan provides for the payment of a bo nus in FinecoBank shares, over a multi-year period. |
| TYPE OF REMUNERATION | PURPOSES | FEATURES |
|---|---|---|
| 3.2.3. BENEFITS | ||
| These include welfare benefits supplemen tary to social security plans, and are intended to provide substantial guarantees for the well being of staff and their families during the active career as well as the retirement. |
Benefits aim to reflect internal equity and ove rall coherence of our remuneration systems, catering to the needs of different categories as appropriate and relevant. |
• In coherence with Fineco Bank Group gover nance framework and Global Job Model, be nefits are assigned against general common criteria for each employee category. • In addition, special terms and conditions of access to various FinecoBank Banking pro ducts and other services may be offered to employees in order to support them during different stages of their lives • FinecoBank has always been attentive to the psychophysical well-being of its employees. In this context, various measures are in place to ensure an effective balance between work and private life, with particular attention to sa feguarding of parenthood. • In addition, employees can take advantage of benefits that improve contractual provisions and public services within of pension, health care and work-life balance support. |
| 3.2.4. TERMINATION PAYMENTS |
Reference is made to the aforementioned Policy regarding criteria, limits and authorization processes in relation to termination payments.
Additional elements of remuneration may be envisaged (so-called non-standard forms of remuneration), subject to a specific decision-making process through the involvement of the relevant functions and, where envisaged, by the corporate bodies, for instance welcome bonus, special award, retention bonus, role based allowance).
Welcome bonus, special award, retention bonus are considered variable remuneration and are limited only to specific situations related to hiring phases, launch of special projects, achievement of extraordinary results, high risk of leaving for critical/strategic employees/roles. Bonuses linked to the hiring of new staff cannot be paid more than once to the same person, neither by the bank nor by any other company of the banking group, and contribute to the determination of the limit to the ratio between fixed and variable remuneration of the first year, unless it is paid as a lump sum upon hiring.
Compensation linked to roles in specific company functions (so-called Role-Based Allowance) are considered fixed remuneration.
Moreover, these awards must in any case be compliant with regulations in force e and subject to FinecoBank S.p.A. and FinecoBank Group governance processes, periodically monitored and disclosed.
All remuneration classified as variable remuneration is subject to the rules applicable (e.g. cap on the ratio between variable and fix remuneration, technical features fixed by regulation where applicable for bonus pay-out) as well as to malus conditions and claw-back actions, as legally enforceable.
Role-Based Allowances (RBA) for Company Control Functions Identified Staff are considered fixed remuneration, in line with regulatory provisions and market practices. Therefore, they are not lined to performance and they cannot be discretionally reduced, suspended or cancelled until the employee covers a role that provides for the allowance.
This compensation component aims at:
• ensuring competitiveness in terms of total compensation, avoiding excessive salary increases also taking into account of the restrictive variable/fix ratio for Company Control Functions in Italy;
• allowing and facilitating job rotations between business and control functions within the Group;
• recognize the role and complexities managed by these professional roles.
RBAs are awarded individually to the employee Identified Staff, when nominated for a role in a Company control function, and they are taken away when the employee moves to a position that does not provide for the allowance. The amount is pre-determined (based on banding levels*); the annual gross amount is equal to 20,000 EUR for SVP, 40,000 EUR for EVP and 60,000 EUR for SEVP.
* Defined according to the Global Job Model, an organizational advanced system describing, standardizing and allowing for the calibration of all roles. The "Banding" system (Global Banding Structure) is one of the fundamental elements of the Global Job Model, and it consists of nine bands.
Financial Advisors are tied to the Company by an agency agreement, under which the Advisor is engaged on a permanent basis (without representation) to provide independent services, exclusively for the Bank, for the promotion and placement of financial instruments and Banking/financial services in Italy, as well as insurance and welfare products or any other products indicated in the contract. Advisors are also responsible for diligently monitoring the assistance to the existing and/or allocated customers in order to fulfil the Company's objectives.
In accordance with existing regulations, contractual relationships with customers acquired by the Financial Advisor, and any other that is subsequently allocated, are conducted exclusively between the customer and the Bank.
FinecoBank's Network of Financial Advisors is composed by:
The Group Managers and the Area Managers are Financial Advisors with the accessory assignment to coordinate other Financial Advisors.
In particular, Area Managers are responsible for coordinating Advisors in their geographic area, for growing the business and for reaching the targets set by Commercial Department, and are supported - for the purposes of coordination activity - by Group Managers. The Commercial Department uses Company's internal structures, to provide support to the network. Their tasks are to control the local activities and provide support for commercial activity.
As mentioned in the preamble, the provisions of this Compensation Policy also apply to the members of the Financial Advisors' Network, in line with the Advisors' specific remuneration.
Financial Advisors are freelancers and their remuneration is entirely variable. The regulatory requirements26, in order to adapt the same employees' rules on compensation structure, based on a fixed and on a variable component, established for Financial Advisors a comparison between "non-recurring" pay component and variable remuneration and between "recurring" pay component and fix remuneration.
26 Circ. no. 285/2013 Bank of Italy
| TYPE OF REMUNERATION | FINALITÀ | PURPOSES |
|---|---|---|
| 3.3.1. RECURRING REMUNERATION | ||
| This is the most stable and ordinary part of the total remuneration, equivalent to the fixed salary of employees |
Recurring remuneration is sufficient to reward the activity rendered even if the variable part of the remuneration package is not paid due to non-achievement of performance goals such as to reduce the risk of excessively risk-oriented behaviours, to discourage initiatives focused on short-term results and to allow a flexible bonus approach. |
• sales commission, in other words the payment to the Financial Advisor of a percentage of the sales charge, paid by the customer at the time of purchase of investment instruments. It is paid on an individual basis or as a supplement if the Advisor has been given coordination tasks. • Management and maintenance commission, in other words the Financial Advisor monthly remuneration for assistance provided to customers during the contract, commensurate with the average value of the investments and the type of product, paid on an individual basis or as a supplement if the Advisor has coordination tasks. |
| 3.3.2. NON RECURRING REMUNERATION | ||
| It represents the part of the remuneration that has an incentive value (linked, for exam ple, to the increase in volumes of net deposi ts, the overcoming of certain product bench marks, the launch of new products, etc.) and is equivalent to the variable compensation of employees. In particular, are defined incentive Systems, linked to short-term performance and tied to reach certain goals. |
Aims at motivating, retaining and rewarding Financial Advisors and Managers of the Network, in full alignment with the regulatory requirements. |
• Pay-out is based on a "bonus pool" approach providing for a comprehensive performance measurement at individual and at Group level. • Reward is directly linked to performance, which is evaluated on the basis of results achieved. • For the Financial Advisors belonging to Identified Staff, a dedicated incentive system ("PFA Incentive System") was defined, whose pay-out, as foreseen by regulations, is phased to coincide with an appropriate risk time horizon. The design features of the plan is aligned with shareholder interests and long-term, firm-wide profitability, providing for an appropriate allocation of a performance related incentive in cash and in shares, upfront and deferred. • For all the Financial Advisors not belonging to Identified Staff, specific incentive systems were defined, as, for example, "Incentive Plans for PFA-Area Managers-Group Managers", and specific retention initiatives such as the "Additional Future Program". This plan, in particular, is dedicated to selected PFA and network Managers not Identified Staff and provides the accrual of annual awards (subject to the achievement of specific performance conditions, and the compliance of individual behaviors) in specific insurance policies. The release of those awards is provided at the reach of the retirement age. • All the incentive systems provide for ex ante ("entry conditions") and ex-post (malus on any deferred components) adjustment mechanisms and claw-back clauses. • In order to award individual incentives individual behaviors (compliance with internal and external rules, Compliance rules and Group's integrity values and regulations and absence of disciplinary actions) are also considered (compliance assessment) In addition, to further strengthen compliance, a "Scoring" system is in place, consisting of an adjustment mechanism resulting from the assessment of compliance indicators and quality of operations, relating to specific areas such as MIFID, transparency, mandatory training, AML etc. This system is applied during the incentive period and can lead to the revision of the amount of the accrued bonus. |
The existing provisions on Bank Transparency (for reference, "Disposizioni in materia di trasparenza delle operazioni e dei servizi bancari finanziari – Correttezza delle relazioni tra intermediari e clienti") issued by Bank of Italy on March 19, 2019, appoint two categories of staff (relevant subjects and credit intermediaries)27 which remuneration has to follow further principles, in addition to the ones provided in paragraph 2, Section I (2022 remuneration policy; 3. Fundamentals).
In particular, these subjects' remuneration has to be:
The total number of relevant subjects as of December 31, 2021, Is equal to 2,793 of which 203 in a managerial position; these subjects, Financial Advisors allowed to off-site sales, are also entitled to present and offer loan contracts and to other activities pursuant the conclusion of loan contracts28. Regarding the personnel who has to evaluate the credit rating, remuneration ensures the adequate risk management by the Bank. Personnel who are assigned to handle complaints, remuneration takes into consideration, among other things, the results of the complaints management and the costumer care quality.
For non-executives members of Board of Directors and for the members of the Board of Statutory Auditors, in line with the regulatory provisions, incentives systems are avoided. The remuneration of said subjects is fixed, and determined on the basis of the relevance of the role, of possible additional duties, and of the requested efforts for carrying out the assigned tasks and is not linked to economic results.
As provided by Bank of Italy provisions on remuneration policies and practices, the Board of Directors' Chairman remuneration is not higher than the fixed one provided for the Chief Executive Officer.
27 Relevant subjects: personnel who offers product to costumers as well as their underling; Credit intermediaries: financial agents, loan mediator and subjects other than the Bank who, in the exercise of their professional/commercial activity, concludes loan contracts on the Bank's behalf as well as presents and offers loan contracts or carries out other related activities in exchange of a monetary compensation or other economic advantage in respect with applicable regulation.
28 According to art. 31(2) of legislative Decree n. 58, February 24, 1998, "L'attività di consulente finanziario abilitato all'offerta fuori sede è svolta esclusivamente nell'interesse di un solo soggetto. Il consulente finanziario abilitato all'offerta fuori sede promuove e colloca i servizi d'investimento e/o i servizi accessori presso clienti o potenziali clienti, riceve e trasmette le istruzioni o gli ordini dei clienti riguardanti servizi d'investimento o prodotti finanziari, promuove e colloca prodotti finanziari, presta consulenza in materia di investimenti ai clienti o potenziali clienti rispetto a detti prodotti o servizi finanziari. Il consulente finanziario abilitato all'offerta fuori sede può promuovere e collocare contratti relativi alla concessione di finanziamenti o alla prestazione di servizi di pagamento per conto del soggetto nell'interesse del quale esercita l'attività di offerta fuori sede." The Bank contracted an agreement for the promotion and sale of banking and insurance products aimed at distributing mortgage loans.
The self-evaluation process to define the Identified Staff population both employees and Financial Advisors is conducted yearly.
The definition of the 2022 Identified Staff at Fineco-Bank Group and FinecoBank S.p.A. level, is in line with the provisions introduced by the November 25 2021 37th update of the Circular no. 285 of 2013 of the Bank of Italy and the new EU Delegated Regulation 923/202129. In particular, also to ensure a uniform approach standard at Group level, an evaluation process is performed in which the quantitative and qualitative criteria envisaged by the aforementioned regulatory provisions are analyzed according to the definitions and interpretative keys contained therein.
Such criteria are applied taking into account the role, the decision-making power, the effective responsibilities of the employees and of the Financial Advisors and, in addition, the total compensation level. Declining the qualitative criteria, all employees with Global band title equal to or greater than band 5 (Senior Vice President) are considered Identified Staff30.
For the purposes of applying the quantitative criteria based on the remuneration of staff members, the fixed and variable remuneration paid in the previous financial year were considered31.
The self-assessment is carried out involving the Compliance and Risk Management functions of Fineco-Bank, with the support of the independent external consultant of the Remuneration Committee, and is reviewed by the Internal Audit function. The Board of Directors approves the results after a positive opinion of the Remuneration Committee and a preliminary step in Risk and Related Parties Committee.
The result of the assessment process brought to the
identification of a total number of 2332 employees and 15 Financial Advisors33 for 2022.
Regarding employees, as a result of the analysis, the following categories of employees have been defined for 2022 as Identified Staff: Chief Executive Officer and General Manager, Executives with strategic responsibility, executive positions in Company Control Functions (Compliance, CRO, Internal Audit and AML) and other positions that are responsible for strategic decisions which may have a relevant impact on the Group's risk profile34.
Regarding Financial Advisors, a qualitative criteria is applied to select those belonging to Identified Staff, on the basis of their impact on business risk (represented by the risk that the Bank's profitability decreases consequently to the exit of Advisors from the Network and the related loss of customers and assets), the only type of risk that the Bank considers attributable to PFA, due to the absence of power of attorney they have to assume any other kind of risks.
In particular, the following categories of Financial Advisors have been identified for 2022 as Identified Staff:
As in the past years, the 2022 Incentive System, as approved by the Board of Directors of FinecoBank on January 18, 2022, is based on a "bonus pool" approach that takes into consideration the national and international regulatory requirements and directly links bonuses with company results, ensuring the link between profitability, risk and reward.
29 Cf. also art. 92, paragraph 3 of the EU Directive 36/2013 30 According to the Global Job Model
31 Some elements of the remuneration were considered on an accrual basis.
32 The non Executive Directors member of the Board (10 people), identified by the regulatory provisions applicable, are included as Identified Staff; however, the identification does not have any impact on remunerati
33 Vs 21 Employees and 10 Financial Advisors identified in 2021
34 The list of Fineco Group Identified Staff includes also the Fineco Asset Management DAC CEO
In particular, the system provides for:
33
35 In compliance with sectorial regulations, the Chief Executive Officer of Fineco Asset Management DAC - Identified Staff of the Group - is the beneficiary of the FAM Incentive System 2022, for which the use of UCITS compliant instruments is envisaged.
The Bonus pool process starts with the definition of the "funding rate" during budgeting phase. The funding rate for FinecoBank is a percentage of the Net Operating Profit (net of Provisions for Risk and Charges, corresponding to Profit Before Tax) considering: historical data analysis, expected profitability, business strategy and previous year pool. The bonus pool is submitted for approval to the Board of Directors of FinecoBank S.p.A.
During the year of performance, quarterly accruals are based on actual results.
On a quarterly basis bonus pool is adjusted taking into consideration the percentage of funding rate fixed during budgeting phase that set by the end of the year the maximum theoretical bonus pool.
The Entry Conditions are based on performance indicators in terms of profitability, capital and liquidity. The entry conditions defined for 2022 – working also as malus conditions for the previous incentive systems deferrals – are reported in the following table.
| ENTRY CONDITIONS |
|---|
| Net Operating Profit adjusted ≥0 |
| Net Profit ≥0 |
| CET1 Ratio >9,6% (2022 RAF Capacity) |
| Liquidity Coverage Ratio >101% (2022 RAF Capacity) |
Net Stable Funding Ratio >101% (2022 RAF Capacity)
any extraordinary item, as considered appropriate by the Board of Directors upon proposal of the Remuneration Committee.
The on/off mechanism of the entry conditions affecting the Bonus Pool works as shown below:
• If all Entry Conditions are met (option "A"), the bonus pool can be confirmed or adjusted with the opportunity to award extra performance
In case all Entry Conditions are met (option A), the "multiplier" effect deriving from the overall evaluation of the risk factors included in the CRO Dashboard can be applied to the bonus pool, pursuant to the defined methodology.
The CRO dashboard (defined in coherence with Risk
Appetite Framework) includes KPIs taken from the Risk Appetite Framework, measured with reference to the respective relevant thresholds (Risk Appetite, Risk Tolerance and Risk Capacity). Here below a sample of the content of the dashboard:
| SAMPLE | ||||
|---|---|---|---|---|
| 2022 | ||||
| DIMENSION | KPIs | Risk Appetite | Risk Tolerance | Risk Capacity |
| CET1 Ratio (%) | --% | --% | --% | |
| Capital | MREL-LRE | --% | --% | --% |
| LCR (%) | --% | --% | ||
| Liquidity | NSFR (%) | --% | --% | |
| EL stock (%) | --% | --% | --% | |
| Credit | Coverage on Impaired (%) | --% | --% | --% |
| Interest Rate Risk on Banking Book | EV Sensitivity (%) | --% | --% | |
| Risk & Return | ROAC (%) | --% | --% | --% |
| Operational Risk | Operational Risk Losses / Revenues | --% | --% | --% |
The "multiplier" effect deriving from the overall evaluation of the risk factors included in the CRO Dashboard applies to the bonus pool in case all the Entry Conditions are met. The dashboard evaluation performed by the FinecoBank CRO and verified by the Remuneration Committee and the Board is carried out pursuant to a methodology defined by the CRO function and approved by the Board of Directors itself.
The bonus pool corrections ranges deriving from the CRO Dashboard assessment are the same as the 2021 Incentive System, as follows.
The opportunity to award an extra performance in the bonus pool (positive "+" or "++" rating) can only be granted in case of positive EVA at the end of the financial year. In line with 2021 System, the Remuneration Committee and the Board of Directors may apply a further correction up to +20%, while no limit is set in case the bonus pool is reduced with respect to the theoretical value.
In any case, as requested by regulations as per Bank of Italy provisions, the final evaluation of the sustainable performance parameters and the alignment between risk and remuneration are assessed by Remuneration Committee and by Risk and Related Party Committee and defined under the governance and accountability of the Board of Directors.
The Board of Directors may not take into account, when deciding bonus, balance sheet extraordinary items that do not affect operational performance, regulatory capital and liquidity (e.g. goodwill impairment, extraordinary contributions to deposit guarantee schemes, etc.).
Moreover, following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies that can impact the Group, the Bank or the market in which they operate, the Board of Directors, having heard the opinion of the Remuneration Committee and upon competent functions proposition, maintains the right to amend the system and relevant rules.
An annual performance assessment framework supports the 2022 Incentive System. The assessment assures a connection between performance and variable remuneration, clarity of performance objectives and coherence with business strategy. Our performance management process ensures that all Identified Staff receive their own individual goals at the beginning of the year and includes a rigorous review of their goals achievements. Short-term variable remuneration, for instance, is determined based on specific, clear and measurable performance indicators, through an as-
sessment based on objective drivers.
The individual goals are assigned through the Scorecard, which adequately balances economic-financial and non-economic factors (that means, quantitative/ strategic and qualitative/sustainable), also considering performance goals linked to Risks and Compliance, to the respect of values and to ESG parameters. This approach ensures medium-term sustainability for the Group and all its stakeholders.
In particular, the 2022 Scorecard for Identified Staff provides for a minimum of 5 and maximum 8 goals that reflect the Bank and FinecoBank Group's strategy. The Scorecard includes 4-6 quantitative/strategic goals, equally weighted, with an overall incidence of 70% on the Scorecard, and up to 2 qualitative/sustainable goals (if the case, equally weighted) with a 30% incidence on the Scorecard (see below CEO and General Manager 2022 scorecard).
For Company Control Functions, Human Resources department and the Manager in charge of the financial statements, all goals linked to economic results must be excluded, in order to minimize potential conflicts of interest and be independent from the results of the respective areas.
With the aim to align all goals coherently, the individual scorecards for some Executives with strategic responsibility replicate exactly the scorecard of the CEO and GM, as applicable to each role. The goal setting for the remaining Identified Staff, is carried out through a cascading process of their superiors' goals, taking into account both the strategic factors and the business objectives, as well as the specificities of each role.
Individual bonus will be allocated to beneficiaries considering the overall evaluation (from Below Expectations to Greatly Exceed Expectations), the Bonus Pool allocated for the financial year, the internal benchmarking analysis on similar roles and the maximum ratio between variable and fix compensation as approved by Shareholder's Meeting.
In particular, the appraisal system is based on a 5-rating scale with a descriptive outcome (from "Below Expectations" to "Greatly Exceeds Expectations").
To allocate the individual bonus, individuals' behaviours (compliance with internal and external rules and regulations, absence of disciplinary actions and completion of mandatory training) are also considered.
The 2022 scorecard defined and approved by FinecoBank S.p.A. Board of Directors as the core drivers of performance for the Chief Executive Officer and General Manager includes goals related to the Group profitability, with particular focus on risk, consistency with Risk Appetite Framework and sustainability.
* Excluding UK representing for Fineco a new opening market
The target/budget of each goal will be disclosed ex-post within the 2022 Remuneration report. In fact, this is price sensitive information linked to the Group's strategies.
As approved by the Board of Directors on January 18, 2022, for the purpose of the applicable payment structure, the Identified Staff will be divided into 3 groups, according to the regulations.
Payment of the incentives will be made through immediate and deferred tranches - in cash or in FinecoBank ordinary shares - over a period of up to 6 years:
The payment structure has been defined in line with Bank of Italy provisions requiring a retention period for both upfront and deferred shares.In particular, payment systems are based on two time horizons (5 and 6 total years) differentiated on the basis of the target population and of the total amount of variable remuneration awarded for the performance year, according to the schemes described below:
| 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | Total | ||
|---|---|---|---|---|---|---|---|---|
| Cash | 20% | 12% | 12% | 44% | ||||
| ALLOCATION | Shares | 20% | 12% | 12% | 12% | 56% | ||
| Cash | 20% | 12% | 12% | 44% | ||||
| PAYOUT | Shares | 20% | 12% | 12% | 12% | 56% |
| 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | Total | ||
|---|---|---|---|---|---|---|---|---|
| Cash | 25% | 10% | 10% | 45% | ||||
| ALLOCATION | Shares | 25% | 10% | 10% | 10% | 55% | ||
| Cash | 25% | 10% | 10% | 45% | ||||
| PAYOUT | Shares | 25% | 10% | 10% | 10% | 55% | ||
Upfront Deferred
39 Cf. Circular no. 285/2013 Bank of Italy. For instance the first reporting line of Management Body (CEO) and responsible of main business areas.
36 Considering also the seriousness of possible internal/external inspections (i.e. Internal Audit, Bank of Italy, Consob and/or similar authorities), and in general, according to the paragraph "Focus on compliance breach, individual Malus and Claw- back"
37 Cf. Circular no. 285/2013 Bank of Italy. For instance the first reporting line of Management Body (CEO) and responsible of main business areas.
38 Equal to 25% of the total remuneration of the Italian High Earners according to the EBA report (Benchmarking and High Eaners Report). The threshold includes both the short-term variable remuneration and the annual tranche of the long-term variable remuneration, and it is equal to less than 10x the overall average remuneration of the Bank's employees. As required by the regulatory provisions (Circular 285/2013), the threshold has been defined for the three-year period 2022-2024.
| 2023 | 2024 | 2025 | 2026 | 2027 | Total | ||
|---|---|---|---|---|---|---|---|
| Cash | 30% | 10% | 10% | 50% | |||
| ALLOCATION | Shares | 30% | 10% | 10% | 50% | ||
| Cash | 30% | 10% | 10% | 50% | |||
| PAYOUT | Shares | 30% | 10% | 10% | 50% |
Every tranche will be subject to the Zero Factor related to the year of competence and to the verification of the compliance of individual behaviors40:
41 37th update to the Circ. no. 285
sidered a violation of compliance rules and imply the consequences set out in the regulations, rules and procedures.
Excluding death and "good leaver" status, the employee participation to the Incentive System will automatically lapse (as well as any right depending on the Incentive System) upon any of these circumstances happening:
The "good leaver" status occurs only when the employee terminates his/her contract (or his/her contract is terminated) with the Company or any other company of FinecoBank Group, during the validity of the Incentive System, because of any of the reasons mentioned in the System's Rule (e.g. physical constraints, retirement, sale of the business…).
it is understood the beneficiary has the right to receive any of the deferred payment already awarded but subject to a holding period.
Given the differences in the forms of remuneration and in the modalities of its generation, also for the PFA population Identified Staff in FinecoBank a specific Incentive System is provided. Mirroring what is designed for the Employees, the system is based on a bonus pool approach, it takes into account the national and international regulatory requirements, and it directly links bonuses with Group results, ensuring the link between profitability, risk and reward.
In particular, the 2022 Incentive System for PFA Iden-
40 Considering also the gravity of any internal/external findings by the competent Functions or Authorities (e.g. Internal Audit, Bank of Italy, Consob and/or analogous local authorities).
tified Staff – as approved by the Board on January 18, 2022 - provides for:
In coherence with what previously described for the Employees, also for the PFA the process of bonus pool definition includes the following steps:
mine at year end the maximum theoretical Bonus Pool value.
42 Unlike what happens in the Incentive System for Employees, the FinecoBank shares used for the purposes of payments to the PFA, are not generated by a free capital increase but are purchased directly on the market, pursuant to article 2357 of Italian Civil Code.
The Bonus pool process starts with the definition of the "funding rate" during budgeting phase. The funding rate is a percentage of the Net Operating Profit (net of Provisions for Risk and Charges, corresponding to Profit Before Tax) considering: historical data analysis, expected profitability, business strategy and previous year pool. The bonus pool is submitted for approval to the Board of Directors of FinecoBank S.p.A.
During the performance year, quarterly accruals are based on actual results.
On a quarterly basis the bonus pool is adjusted taking into consideration the percentage of funding rate fixed during budgeting phase that set by the end of the year the maximum theoretical bonus pool.
The Entry Conditions are based on performance indicators in terms of capital, liquidity and profitability. The entry conditions43 defined for 2022 – working also as malus conditions for the deferrals of previous years incentive systems – are reported in the following table.
| ENTRY CONDITIONS |
|---|
| Net Operating Profit adjusted ≥0 |
| Net Profit ≥0 |
| CET1 Ratio > 9,6% (2022 RAF Capacity) |
| Liquidity Coverage Ratio >101% (2022 RAF Capacity) |
| Net Stable Funding Ratio >101% (2022 RAF Capacity) |
The on/off mechanism of the entry conditions and the related effects on the Bonus Pool work as shown below:
A OPEN 100%
formance
B ZERO FACTOR • If even one Entry Condition is not met (option "B"), the malus clauses are activated leading to the application of the Zero Factor for the Identified Staff. For the rest of the population a significant reduction will be applied. It is understood that the BoD can allocate part of the pool for retention purposes or to ensure the competitiveness on the market
• If all Entry Conditions are met (option "A"), the bonus pool can be confirmed or adjusted with the opportunity to award the extra per-
If all Entry Conditions are met, can be applied the "multiplier" effect to bonus pool, pursuant to the defined methodology.
The CRO dashboard (defined in coherence with Risk Appetite Framework) includes KPIs taken from the Risk Appetite Framework, measured with reference to the respective relevant thresholds (Risk Appetite, Risk Tolerance and Risk Capacity).
The "multiplier" effect deriving from the evaluation of overall CRO dashboard outcome made by the Fineco-Bank S.p.A. CRO – and verified by the Remuneration Committee and the Board of Directors – applies to the bonus pool in case all entry conditions are met. The dashboard evaluation is carried out pursuant to a methodology defined by the CRO, as for the Employees System.
The bonus pool corrections ranges deriving from the CRO Dashboard assessment in line with 2021, are as follows:
The opportunity to award an extra performance in the bonus pool (positive "+" or "++" rating) can only be granted in case of positive EVA at the end of the financial year. As provided in the 2021 System, the Remuneration Committee and the Board of Directors may apply a further correction up to +20%, while no limit is set in case the bonus pool is lowered with respect to the theoretical value.
43 For the indicators' definitions, see par. 4.2
In any case, as requested by regulations as per Bank of Italy provisions, the final evaluation of the sustainable performance parameters and the alignment between risk and remuneration will be assessed by Remuneration Committee and Risk and Related Party Committee and defined under the governance and accountability of the Board of Directors.
The Board of Directors does not take into account, when deciding bonus, balance sheet extraordinary items that do not affect operational performance, regulatory capital and liquidity (e.g. goodwill impairment, extraordinary contributions to deposit guarantee schemes, etc.).
Moreover, following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies that can impact the Group (e.g. delisting, change of control), the Bank or the market in which they operate, the Board of Directors, having heard the opinion of the Remuneration Committee and upon competent functions proposition, maintains the right to amend the system and relevant rules.
Taking into account the specificities of the PFA business, and in continuity with the previous years' Incentive Plans in terms of business objectives, for the purposes of the 2022 Incentive System for PFA44 the performance assessment of Financial Advisors included in the Identified Staff will be based on the following indicators:
with the group overall goal47;
For the Financial Advisors belonging to the Identified Staff, the payment mechanism provides for a 4-year deferral period. The payment of the potential bonus 2022 will therefore take place over a maximum period of 5 years. In particular:
In particular, the payment systems are differentiated on the basis of the total amount of variable remuneration51 awarded for the performance year, according to the schemes described below:
44 Always taking into account the individual compliance condition, as described above
45 For Group and Area Manager
46 products that - in addition to present high quality characteristics in terms of risk / return, costs and diversification - allow the best control of market, credit and liquidity risks, through a timely risk management activity carried out by the competent structures of the Fneco Group, based on the availability of complete and updated data on the composition of the underlying elements.
47 For the Financial Advisors in managerial positions with more than 5 PFA coordinated (Group and Area Manager)
48 For PFAs and Group Managers individual net sales
49 PFA, Area Manager, Group Manager
50 Considering also the seriousness of possible internal/external inspections (i.e. Internal Audit, Bank of Italy, Consob and/or similar local authorities).
51 The definition of the overall variable remuneration threshold (>€ 435,000) follows the same logic described in the 2022 Incentive System for Employees Identified Staff
| 2023 | 2024 | 2025 | 2026 | 2027 | Total | ||
|---|---|---|---|---|---|---|---|
| Cash | 20% | 5% | 5% | 10% | 10% | 50% | |
| ALLOCATION | Shares | 20% | 15% | 15% | 50% | ||
| Cash | 20% | 5% | 5% | 10% | 10% | 50% | |
| PAYOUT | Shares | 20% | 15% | 15% | 50% | ||
Upfront Deferred
| 2023 | 2024 | 2025 | 2026 | 2027 | Total | |
|---|---|---|---|---|---|---|
| Cash | 30% | 10% | 10% | 50% | ||
| Shares | 30% | 10% | 10% | 50% | ||
| Cash | 30% | 10% | 10% | 50% | ||
| Shares | 30% | 10% | 10% | 50% | ||
tion impact as the FinecoBank shares awarded are purchased on the market and are not generated through a free capital increase.
The beneficiaries cannot activate programs or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans. Any form of coverage will be considered a violation of compliance rules and imply the consequences set out in the regulations, rules and procedures.
52 37th update to the Circ. no. 285
5. 2021-2023 LTI PLAN
With the aim of rewarding, retaining and motivating selected Bank Employees in the long term, in line with FinecoBank Group 2020-2023 Strategic Plan, a share based long-term incentive plan has been defined. The Plan sets performance targets for the period 2021- 2023 in terms of value creation, industrial sustainability, risk and stakeholder value, also in order to align the long-term interests of the Bank's Management with the long-term value creation for shareholders.
The beneficiaries of the Plan are selected Group Employees among key resources (100 resources estimated), including Executives with strategic responsibility. The Heads of the Company Control Functions (CRO, Head of Compliance, Head of Internal Audit and Head of AML) are excluded from the Beneficiaries of the Plan.
The structure of the Plan, described below in detail, provides for:
tion and to ensure compliance with the Authorities' expectations;
In order to comply with current regulations, Fineco defined:
According to the results of the benchmarking analysis and in compliance with regulations and market practice, it is provided the application of the same parameters used for the short-term incentive system, therefore specific to measure capital strength, liquidity and profitability of the Group54.
Shares will be awarded only in case the minimum conditions of capital, liquidity and profitability (entry condtions) are met over the whole performance period. The mechanism works as follows:
Moreover, each single deferral will be subject to malus conditions concerning the considered year (2024- 2027):
53 Shares will be awarded only if the beneficiaries will still be employed at each date of the assignment of the shares.
54 For the indicators' definitions, see par. 4.2
Any right of the employee to the bonus (or its instalments) under the Plan depends on the existence of an employment relationship between him/her and any company of Fineco Group at each date of the assignment of the shares55 provided by the Plan's Rule, as well as the absence of a notice period. The bonus payout is subject to claw-back mechanisms.
The performance targets, as defined above, have a specific weight in terms of impact on the final bonus and their assessment is based on progressive thresholds, corresponding to increasing bonus percentages from 0% to 100% in a linear progression56 as shown below.
| GOALS | KPIs | WEIGHT | TARGET | ASSESSMENT CRITERIA | ||
|---|---|---|---|---|---|---|
| Threshold | Payout | |||||
| ≥ 38% | 100% | |||||
| ROAC | 35% | Average 2021-2023 |
33% - 38% | 0% - 100% | ||
| VALUE CREATION 50% | ≤ 33% | 0% | ||||
| ≥ 13 bn | 100% | |||||
| Net Sales Asset Under Management |
15% | Sum 2021-2023 |
11 bn - 13 bn | 0% - 100% | ||
| ≤ 11 bn | 0% | |||||
| ≤ 37,5% | 100% | |||||
| INDUSTRIAL SUSTAINABILITY 20% | Cost Income Ratio | 20% | Average 2021-2023 |
40% - 37,5% | 0% - 100% | |
| ≥ 40% | 0% | |||||
| 15% | ≤ 18 bps | 100% | ||||
| RISK 15% | Cost of Risk | Average 2021-2023 |
22 bps - 18 bps | 0% - 100% | ||
| ≥ 22 bps | 0% | |||||
| ≥ 90 pt | 100% | |||||
| Customer satisfaction | 5% | Average 2021-2023 |
85 pt - 90 pt | 0% - 100% | ||
| ≤ 85 pt | 0% | |||||
| ≥ 76% | 100% | |||||
| STAKEHOLDER VALUE 15% equally weighted |
People engagement | 5% | Average 2021-2023 |
71% - 76% | 0% - 100% | |
| ≤ 71% | 0% | |||||
| 100% | 100% | |||||
| ESG rating for all new funds* | 5% | EOY 2023 | 80% - 100% | 0% - 100% | ||
| ≤ 80% | 0% |
* Excluding UK, which represents a new market for Fineco
55 To be understood as the final vesting of the right to the incentive and not the actual instalment of the shares at the end of the holding period. 56 For example, with average ROAC equal to 35.5%, the corresponding bonus instalment amount would be equal to 50% of the value established for reaching the ROAC 38% threshold.
In light of the benchmarking analysis' results carried out with the support of the External Advisor, with regards to the materiality matrix and Group's sustainability goals as intended in the strategic plan, specific ESG parameters have been identified within the macro-goal Stakeholder Value:
Customer Satisfaction: as to monitor the strength of the relationship with our customers, defined by performance and preference -> In order to measure this performance indicator, it will be used the average of the assessments carried out twice a year during the performance years (2021-2023).
People Engagement: it is based on the monitoring of the employees involvement with respect to business strategy and positioning, and it will be measured through the People Survey results, which reflects the engagement level and the alignment with respect to the company strategy -> In order to measure this performance indicator, the survey will be carried out twice during the performance years (2021-2023) with the purpose to elaborate a data mean that could reflect the employee experience over a long-time period.
ESG rating for all new funds: it focuses on the introduction of an ESG rating for all new funds, measuring environmental, social and governance risks from a financial point of view, compared with a peers' benchmark -> In order to measure this performance indicator, at the end of the performance years (2021-2023) it will be taken into account the percentage of new funds with ESG rating on the total number of new funds (ISIN).
For the purposes of the appropriate Plan correction for the Bank's Risk, the results of the annual CRO Dashboard assessments will be taken into consideration for each year of the Plan's performance. The presence of any negative assessments will result in a proportional reduction of individual bonuses, as shown below:
Maximum bonuses have been defined on the basis of the categories of beneficiaries of the Plan. The amounts were established in line with the applicable regulatory provisions and the FinecoBank Group Compensation Policy.
Individual bonuses - in particular - confirm compliance with the maximum limits for the variable remuneration envisaged for the Plan Beneficiaries, also taking into account the short-term variable remuneration attributable in each year of performance.
Within the aforementioned limits, it is planned, in detail:
for the Chief Executive Officer and General Manager, a maximum percentage impact of the bonus relating to the Plan equal to 50% of the maximum variable remuneration attributable in each year of performance;
for the other Executives with strategic responsibility, a maximum percentage of the bonus of the Plan equal to 30% of the maximum variable remuneration attributable in each year of performance;
As mentioned, the bonuses will be paid entirely in FinecoBank free ordinary shares57, according to the payment schemes shown below.
IS=Identified Staff
57 The Bank reserves the right to assign different instruments from the FinecoBank ordinary shares, where requested by law
For the Beneficiaries of the Plan included in Identified Staff a one-year holding period on the shares is provided, both for the upfront shares, assigned at the end of the performance period, and the deferred shares.
For the other Beneficiaries the assignments of the shares and their availability coincide.
The evaluation of the results and the conditions for the individual assignment of the shares will be carried out by the Board of Directors, upon the proposal of the Remuneration Committee, according to the established governance.
It is provided the possibility for the Remuneration Committee and the Board of Directors to increase bonuses up to 20% (within the maximum bonuses provided by the Plan), as well as reduce them without limits, considering indicators as the Total Shareholders Return (absolute and relative) or other indicators, such as market context and trends on remuneration, or events with reputational impacts. The correction "in positive" does not apply in case Entry Conditions are not met, as described in this paragraph.
When deciding the bonus, the Board of Directors does not take into account balance sheet extraordinary items, which do not affect operational performance, regulatory capital and liquidity (e.g. goodwill impairment, extraordinary contributions to deposit guarantee schemes, etc.).
The Board of Directors of May 5, 2021 approved the promise to assign a maximum number of shares equal to 741,129 FinecoBank ordinary shares that can be awarded to the beneficiaries of the Plan in 2024, following the verification of the entry conditions, performance conditions and the other conditions envisaged by the Plan.
The number of shares was determined based on the arithmetic average of the official closing price of FinecoBank shares recorded in the month preceding the resolution of the Board of Directors of FinecoBank S.p.A., which implemented the shareholders' resolution relating to the Plan, equal to € 14.178.
The Plan provides for an impact on FinecoBank S.p.A. share capital of approximately 0.24%, assuming that all free shares for employees will be distributed. The current overall dilution for all other outstanding equity-based plans for both Employees and Financial Advisors equals to 0.6% ca.
The beneficiaries cannot activate programs or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans. Any form of coverage will be considered a violation of compliance rules and imply the consequences set out in the regulations, rules and procedures. Excluding death and "good leaver" status, the employee participation to the Plan will automatically lapse (as well as any right depending on the Plan) upon any of these circumstances happening:
The "good leaver" status occurs only when the employee terminates his/her contract (or his/her contract is terminated) with the Company or any other company of FinecoBank Group, during the validity of the Plan, because of any of the reasons mentioned in the Plan's Rule (e.g. physical constraints, retirement, sale of the business…).
It is understood the beneficiary has the right to receive any of the deferred payment already awarded but subject to a holding period.
Moreover, following potential changes in current regulations and/or in relation to potential extraordinary and/or unpredictable contingencies that can affect FinecoBank Group, the Bank or the market in which it operates, the Board of Directors, having heard the opinion of the Remuneration Committee and upon competent Company Functions' proposal, maintains the right to amend the Plan and relevant rules.
2021 Remuneration report
| 1. | INTRODUCTION | 53 |
|---|---|---|
| 2. | GOVERNANCE & COMPLIANCE | 54 |
| 2.1 | Remuneration committee | 54 |
| 2.2 The role of the company control functions: compliance, CRO and internal audit | 57 | |
| 3. | IMPLEMENTATION OF 2021 INCENTIVE SYSTEM AND PREVIOUS YEARS' PAYMENTS | 59 |
| 3.1. Incentive system for employees belonging to identified staff | 59 | |
| 3.2 2021 incentive system for financial advisors belonging to identified staff | 63 | |
| 4. | COMPENSATION FOR MEMBERS OF THE ADMINISTRATIVE AND AUDITING BODIES | 65 |
| 5. | INDEMNITIES TO DIRECTORS IN THE EVENT OF RESIGNATIONS, DISMISSAL OR TERMINATION OF EMPLOYMENT FOLLOWING A PUBLIC PURCHASE OFFER (AS PER SECTION 123/BIS, PARAGRAPH |
|
| 1, LETTER I), OF TUF) | 66 | |
| 6. | COMPENSION DATA | 66 |
| 6.1 | Company results, compensation and employees' remuneration variation | 66 |
| 6.2 Information tables pursuant to art. 84-quater of the Regulation no. 11971 issued by Commissione Nazionale | ||
| per le Società e la Borsa (Consob) | 68 | |
| 6.3 Benefit data | 71 |
The 2021 Remuneration report discloses all relevant FinecoBank compensation-related information and methodologies with the aim to increasing Stakeholders' awareness of our compensation policies, practices and outcomes, demonstrating their coherence with business strategy and performance, responsible remuneration and sound risk management.
The report provides complete and comprehensive ex-post information on 2021 results and includes details referring to Members of Administrative and Auditing bodies, General Manager and Executives with strategic responsibility58.
Remuneration solutions implemented in 2021 provided for:
Over the years we constantly kept abreast of ongoing changes in national and international regulations (see, for instance, EBA Guidelines on remuneration policies and practices).
The information are provided pursuant to art. 123 bis of TUF, as modified by Legislative Decree no. 49/2019 which applies the European Directive 828/2017 (Shareholder Rights Directive II), and pursuant to Consob Regulation no. 11971/1999.
In particular, data in compliance with art. 114-bis TUF and with the Regulation no. 11971/1999, with regard to information that have to be disclosed to the market concerning the award of incentive plans based on financial instruments, are included in this document and in the Annex II (Annex II: Compensation systems based on financial instruments for FinecoBank staff). According to the mentioned regulations and in line with the previous year, Section II will receive an advisory and non-binding vote by the Shareholders' General Meeting 2022 on a specific resolution, distinct and separate from the one approving Section I.
As required by the Issuers' Regulation in Annex 3A Scheme no. 7-bis "Report on the remuneration policy and remuneration paid", it should be noted the absence of any derogation to the 2021 Remuneration Policy.
The results achieved by FinecoBank Group as of December 31, 2021 (2021 financial year) confirm the soundness of its diversified business model based on the quality of products and services, operating effectiveness, but especially an approach focused on transparency and great respect of the customers. In particular:
Together with our financial advisors, we've developed some initiatives to stimulate customers with investment strategies aimed to invest liquidity. In addition, Fineco Asset Management's strong growth and acceleration in the expansion of its offer of investment solutions has allowed the Group to be in a sweet spot to size all opportunities that might arise in 2022. January net inflows results confirm the strong boost of asset under management even in a high volatility context, and on the other side, the growing interest towards market interaction through our platform, which has been confirmed leader in Italy within the retail segment.
59 Figures net of non-recurring items recorded in 2021 60 Figures net of non-recurring items recorded in 2021
58 In this regard, it should be noted that the aforementioned information is also provided for the purposes of the report on corporate governance and ownership structures drawn up pursuant to art. 123-bis of the TUF.
For the purpose of alignment with regulatory requirements, specific indicators are set to measure profitability, financial solidity and liquidity on an annual basis, which act as access/entry conditions.
According to the actual results, verified and approved by the Board of Directors of FinecoBank S.p.A. on February 9, 2022, the relevant entry conditions have been achieved, confirming the bonus pool (calculated applying the funding rate percentage to the profitability results ) for Employees and Personal Financial Advisors.
| ENTRY CONDITIONS | RESULTS | A | |
|---|---|---|---|
| Net Operating Profit adjusted ≥0 | 543,261 k€ | 100% Open |
|
| Net Profit ≥0 e | 380,711 k€ | ||
| CET 1 ratio > 8,8% (2021 RAF Capacity) | 18.80% | B | |
| Liquidity Coverage Ratio > 101% (2021 RAF Capacity) | 946.05% | ZERO FACTOR |
|
| Net Stable Funding Ratio > 101% (2021 RAF Capacity) | 325.25% |
The bonus pool dimension is related to the actual profitability measure multiplied for the percentage of the bonus pool funding rate defined in the budgeting phase.
This calculation determines the so called "theoretical bonus pool" that, during the year of performance, has been adjusted based on the effective performance trend.
Once the entry conditions have been verified, the effective bonus pool for FinecoBank's employees and personal financial advisors was approved by the Board of Directors, also in light of the overall positive ("++") assessment of the performance of the so-called "CRO dashboard"61 carried out by FinecoBank CRO. This method provides a quarterly monitoring of the progress of the indicators included in the Dashboard and an annual assessment.
The Remuneration Committee performs a strategic role in supporting the Board of Directors' oversight of FinecoBank Group Remuneration policy and plans design.
According to the internal provisions approved by the Board of Directors, ruling the functioning and competencies of corporate bodies and related information flows (hereinafter the "Corporate Governance Rules"), this Committee is composed by 3 non-executive members. In compliance with regulatory provisions, at least one member of the Committee has adequate knowledge and experience in accounting and finance topics, as well as in remuneration policies.
Mr. Gianmarco Montanari, Ms. Giancarla Branda and Ms. Paola Giannotti De Ponti are the members of FinecoBank Remuneration Committee.
The Board of Directors verified the Administrators' independence requirements pursuant to art. 148 TUF and art. 2 of the Corporate Governance Code. In this regard, all members of the Remuneration Committee resulted Independent Directors pursuant to art. 148 TUF and art. 2 of the Corporate Governance Code. Mr. Gianmarco Montanari, in his capacity as Chairman, coordinated the Committee meetings held in 2021.
61 The CRO Dashboard 2021 is a set of indicators selected among the Risk Appetite Framework KPIs; the threshold values have been approved by the Board of Directors at the beginning of the year (January 2021).
In performing its duties and if important and suitable, the Remuneration Committee, also with the support of an external consultant:
monitoring remuneration and incentive policies and practices;
In 2021 the Remuneration Committee met 11 times. The meetings had an average duration of one hour and half, and they have been held remotely. From the beginning of 2022 and until the approval of the present Report, 4 meetings of the Committee have been held. The Secretary designated by the Committee takes minutes of each meeting and places them on record. The Chairman of the Committee provided time by time the information on the Committee meetings to the subsequent Board meeting.
The Committee has started a collaboration with an external advisor by means of the budget assigned, which supports the decisions making process of the Committee itself and whose independence has been previously verified. The external advisor participates to the Committee's meeting when required.
The Committee may, when it deems appropriate, invite other individuals from within the Company to attend the meetings, in relation to the corporate functions and organizations concerned by the issues at hand, including members of other committees within the Board of Directors. The Committee shall meet when convened by its Chairman, whenever he/she deems necessary, or upon the request of one of its members. In any case, the Committee has always been able to access the information and the Company Functions necessary to perform its activities.
In 2021, the Head of Human Resources has been always invited to Committee's meetings. The Chairman has also invited the Head of Legal & Corporate Affairs for the matters within the competence, and the Head of Network Controls, Monitoring and Service Department for topics related to PFA network (see for instance the Incentive Systems and related rules for the PFA population). In addition to the aforementioned Functions, the Chairman invited among
others- to specific Committee's meetings and for topics in the respective competence perimeters – the Head of Regulatory Affairs, CRO and CFO. In particular, the CRO and CFO participated in the meetings regarding the design of the 2021 Incentive Systems.
In addition, the Human Resources Manager of the subsidiary Fineco Asset Management DAC also took part in the meetings of the Committee relating to the remuneration systems of the legal entity.
The Chairman has also invited the Internal Audit function to the meeting related to the annual audit performed on FinecoBank remuneration policies and practices.
During 2021, the key activities of the Remuneration Committee included:
| MAIN COMMITTEE'S ACTIVITIES IN 2021 | |
|---|---|
| JANUARY | • 2021 Employees Identified Staff definition and related 2021 Incentive System • 2021 Incentive System for PFA Identified Staff • Long Term Incentive Plan 2021-2023 • 2021 Quality Contest I° edition • Regulatory update: CONSOB - SHRD II transposition into Issuers' Regulation + ECB / Bankit recommendations |
| FEBRUARY | • Bonus Pool 2020 and 2020 and previous years' Incentive Systems execution • Long term incentive system 2018-2020 execution • 2021 Performance goals of Employees Identified Staff • 2021 PFAs Identified Staff definition • 2020 and previous years' Incentive Systems execution for PFAs Identified Staff • 2020 incentive System and Additional Future Program implementation for PFAs and PFAs Managers. • 2018-2020 LTI Plan for PFAs Identified Staff and 2018-2020 LTI Plan for PFAs execution |
| MARCH | • 2021 Remuneration policy and remuneration report • 2021 Incentive Systems Plan Rules for Employees Identified Staff and 2021-2023 Long term Incentive System Plan Rules • 2021 Incentive System Plan Rules for PFAs Identified Staff • 2021 Additional Future Program plans for PFAs and PFAs Managers and Plan Rules • Report on Corporate Governance and Ownership Structures - for the section related to the Remuneration Committee |
| MAY | • 2021-2023 LTI Plan: promise of the maximum number of shares to the beneficiaries |
| JUNE | • Shareholders' General Meeting 2021: outcome analysis • Analysis of FinecoBank peers' remuneration policies • Gender neutrality of the Remuneration Policies: regulatory framework and proposal to edit the applied methodology • Incentive Systems 2nd semester 2021 for Financial Advisors and Network Managers and Plan Rules |
| JULY | • Update of internal regulations • 2021 Quality Contest II° edition • Fineco Asset Management DAC 2021 Remuneration Policy and Framework |
| SEPTEMBER | • Information on Share Ownership Guidelines requirements • Share Ownership Guidelines: best practice analysis • Regulatory update - EBA guidelines on sound remuneration policies pursuant to EU Directive 36/2013 (CRD) and consultation of ESMA guidelines on some aspects of the remuneration requirements of EU Directive 65/2014 (MiFID II) |
| OCTOBER | • Peer Group 2022 • Salary review for Identified Staff • 2021 "Pay for Performance" analysis • New "scoring" system for PFAs |
| NOVEMBER | • Benchmarking Analysis for Identified Staff |
| DECEMBER | • 2022 Guidelines for PFAs and PFAs Managers Incentive System • Information on regulatory updates related to Bank of Italy Circular no. 285 • Selection of the Independent Advisor of the Committee • Salary review and banding review proposal for Identified Staff • New trends– focus on ESG • Global Policy Global Job Model |
*There were two meetings in July
The main topics discussed by the Committee are also submitted to the attention of the Board of Statutory Auditors, in advance over their submission to the Board of Directors. In fact, at least a member of the Board of Statutory Auditors attended the meetings of the Committee in 2021.
We highlight that the Directors do not participate in
the Committee meetings discussing the proposals to the Board concerning their own remuneration.
The following table represents the composition of the Committee and the information on the independency of the members, provides details regarding their attendance to the meetings that have been held during the year.
| NAME | EXECUTIVE | NON EXECUTIVE | INDIP. CODE | INDIP. TUF | % (*) | (**) | |
|---|---|---|---|---|---|---|---|
| Gianmarco Montanari | X | X | X | 100% | C | ||
| Giancarla Branda | X | X | X | 100% | M | ||
| Paola Giannotti De Ponti | X | X | X | 100% | M | ||
| N. Comittee meetings: 11 |
(*) in this column is indicated the percentage of participation of the directors in the Committee's meetings (no. of presences/no. of meetings held during the actual period in which the director was in office in 2021)
(**) In this column is reported the capacity of the director in the Committee ("C" Chairman; "M" member).
Key contributions in 2021 of FinecoBank S.p.A. Compliance function, for all aspects that fall within its perimeter, included:
In 2022, the Compliance function will continue to operate in close co-ordination with the Human Resources function to support not only the validation but also the design and definition of compensation policy and processes.
The link between compensation and risk has been maintained in 2021 with the involvement of the CRO function in compensation design and in the definition of risk adjustment mechanisms in line with Risk Appetite Framework. In particular, the Board of Directors and Remuneration Committee leveraged on the input of involved functions to define the link between profitability, risk and reward within incentive systems.
The Internal Audit Function has examined the remuneration and incentive system adopted by Fineco-Bank ("Bank") and by the Group for the determination and disbursement of compensation to representatives of corporate bodies and variable remuneration to employees and the Personal Financial Advisors ("PFA"), in order to verify compliance with the supervisory regulations issued by the Bank of Italy and the Remuneration Policy defined for 2021 and approved by the Shareholders' Meeting.
The "good" evaluation was based on the overall correct application of the remuneration and incentive system.
The checks carried out have ascertained in the governance area the correct fulfillment of the obligations required by the regulations, the general compliance of the remuneration policies with the current regulatory framework and the sustainability with regard to the Bank's capital and income conditions, the dissemination of the Group Policies to the subsidiary Fineco Asset Management DAC and the correct functioning of the relevant bodies, including the Remuneration Committee and the Board of Directors. During 2021, the internal regulation framework has been updated and was found overall adequate; furthermore, compliance with external regulations was ascertained in the process of identifying staff belonging to the category of most relevant personnel (Identified Staff), both for employees and PFAs.
The incentives awarded to employees and Financial Advisors were determined in accordance with the defined policies, ensuring the correct balance of fixed and variable components, the consistency with the qualitative / quantitative assessments of the performance objectives, as well as an adequate information to the Remuneration Committee and Control Bodies.
The remuneration paid to company representatives, the payment and deferral of the incentive system of the previous years and the application of the employee termination policy, aligned with the corporate risk management strategy, were also correctly determined.
The Company control functions, in particular Compliance and Risk Management, were correctly involved, in line with respective competencies, in the definition steps of the remuneration policy as well as in the process of evaluating the annual performance. The Compliance function has correctly performed the controls provided by the Bank of Italy Circular 285/2013 aimed at verifying the prohibition to activate programs or agreements that specifically protect the value of unavailable financial instruments assigned within the incentive plans (so-called personal hedging).
The main results of the audit were presented to the Remuneration Committee on March 14, 2022.
The 2021 Incentive System, approved by FinecoBank Board of Directors on January 19, 2021, provides for the allocation of a performance related bonus in cash and/or free ordinary shares over a maximum period of 6 years.
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | Total | ||
|---|---|---|---|---|---|---|---|---|
| Cash | 20% | 12% | 12% | 44% | ||||
| PAYOUT | Shares | 20% | 12% | 12% | 12% | 56% | ||
| Upfront | Deferred |
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | Total | ||
|---|---|---|---|---|---|---|---|---|
| Cash | 25% | 10% | 10% | 45% | ||||
| PAYOUT | Shares | 25% | 10% | 10% | 10% | 55% | ||
Upfront Deferred
In line with FinecoBank governance, the Board of Directors, based on the positive opinion of Remuneration Committee, approved the 2021 evaluations and pay-out for the Chief Executive Officer and General Manager, the Deputy General Managers, the other Executives with strategic responsibility and other Identified Staff.
The Board of Directors of FinecoBank on February 9, 2022, has approved the allocation of a total number of shares equal to 161.018 to be assigned in 2023, 2024, 2025, 2026 and 2027.
On the same date, the Board of Directors also approved the implementation - in 2022 - of the Incentive Systems, 2016, 2017, 2018, 2019 and 2020 and the 2018-2020 Long Term Incentive System for employees62.
The Board of Directors, upon positive opinion of Remuneration Committee, assessed the 2021 performance of FinecoBank CEO and General Manager as Exceeds Expectations.
62 The data relating to the assignments are included in the information reported in paragraphs 3.1.2 and 6 of Section II and in the Annex II
Below the details of the individual scorecard assessment.
| # | GOAL NAME | RESULTS | ASSESSMENT | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Below | Almost Meets | Meets | Exceeds | Greatly Exceeds | |||||
| | 1 | ROAC vs. budget |
Budget: 48.12% Results: 69.88% |
● | |||||
| ASSESSMENT | 2 | Cost Income vs. budget |
Budget: 33.73 % Results: 32.2% |
● | |||||
| 3 | EL stock (%) vs. target |
Target: 0.21% Results: 0.11% |
● | ||||||
| 4 | OPEX vs. budget Operating costs as reported in reclassified P&I, i.e.: Staff expenses + Other Administrative Expenses (direct + indi rect) - Expenses Recovery + Depreciations |
Budget: 256,121 k€ Result: 258,894 k€ |
● | ||||||
| 5 | AUM net sales vs. budget |
Budget: 4.655 k€ Result: 7.294 k€ |
● | ||||||
| 6 | Stakeholder Value vs. qualitative assessment based on: • Broaden the range of ESG products, e.g. lending and invest ments products (Y/Y); • Delta on Gender Pay Gap / Gender Balance (Y/Y); • ESG rating for the new funds (Y/Y)*; • Improve Fineco's environmental performance (e.g. environmen tal Statement, reduction of energy consumption); • Promotions of specific initiatives related to: - Financial Educa tion-training activities on ESG topics for Financial advisors. |
• In 2021, 16 funds pursuant to Art. 8 of the SFDR were launched by FAM. In addition, within the distribution of ESG investment products, FinecoBank has launched the Private Global lines, an asset management in ETFs and Securities characterized by an average MSCI sustainability portfolio rating over 6. In the Banking & Credit area, the Bank offered the 110% Superbonus. In addition, trading fee discount and zero fee account were introduced for clients under 30. • The gender analysis shows a positive Y/Y trend, with out significant gaps. • In 2021, 100% of funds launched on FinecoBank pla tform have an ESG rating. • In 2021, the Environmental Statement was drawn up according to the EMAS Regulation and received a po sitive evaluation from the external environmental audi tors. During 2021 the Energy Manager conducted spe cific analysis in order to design interventions aimed at energy efficiency. Finally, as part of the Environmental Management System, in June 2021 the Board appro ved the 2021-2024 Environmental Program, which is a series of environmental quantitative targets. • In 2021, FinecoBank participated in the Financial Education Month 2021 and launched a section dedi cated to Financial Education in the public Fineco Vi deo Library. Furthermore, two ESG training sessions dedicated to PFAs were held, covering all ESG topics. |
● | ||||||
| 7 | Tone from the top on conduct and compliance culture vs. qualitative assessment based on: • Promotion of initiatives aimed at fostering staff integrity, custom er protection, trustworthiness by enhancing risk & control culture. • The overall status of audit, compliance and External Authorities findings considering the type, severity and the timely completion of the related remedial actions. |
• Tone from the top activities have been carried out through the promotion of the compliance and risk cul ture with specific policies, communications and train ing sessions. • Overall internal compliance and audit findings as at the end of 2021 show neither open critical aspects nor major/critical overdue items. • All requests/evidence from external authorities have been promptly and successfully managed by involving the relevant functions of the Bank. |
● |
* Excluding UK representing for Fineco a new opening market
The 2021 performance evaluation of the Chief Executive Officer and General Manager's individual goals resulted excellent ("Exceeds Expectations"), on the basis of the elements reported in Section II – paragraph 3.1, as evaluated by the Remuneration Committee and the Board of Directors of February 7 and 9, 2022.
In light of the above and of the overall business results achieved by the Company, the Chief Executive Officer was awarded a short-term variable bonus for the performance year 2021 equal to € 1,000,000, corresponding to the maximum amount that he can perceive given the applicable 2:1 ratio between variable and fixed remuneration.
For the purpose of applying this ratio, it should be noted that the Chief Executive Officer received a fixed remuneration of € 1,000,000 and that an annual pro-quota of € 1,000,000 relating to the long-
term variable remuneration (LTI 2021-2023)63 is also included as variable remuneration, in line with the applicable legislation.
The € 1,000,000 bonus linked to the short-term incentive system awarded for the 2021 performance will be delivered in cash and in shares, with an upfront portion equal to 40% and a deferred portion equal to 60%, according to the deferral scheme described in Section II p. 4.23.1, which considers the period of unavailability of the shares both upfront and deferred, as required by law.
The remuneration structure of the Chief Executive Officer and General Manager of FinecoBank for the year 2021 is shown below.
For 2021, according to our Compensation Policy, in line with regulatory provisions, it has been defined ex-ante the maximum ratio between variable and fix component of the compensation both for the Chief Executive Officer and General Manager (the only executive director sitting on the Board of Directors and employee of the Company) and for the other Executives with strategic responsibility.
Tables 1, 3A e 3B Annex 3A n. 7-BIS (Consob Regulation n. 11971 of 14 May 1999), reported in the paragraph 6.2, contain information regarding Executives with strategic responsibility. It is also specified that:
In particular, ex-ante defined specific metrics that reflect categories of our Fineco Risk Appetite Framework align the remuneration of the Chief Executive Officer and General Manager and of the others Executives with strategic responsibility to sustainable performance and value creation for the shareholders in a medium/long term perspective. Specific individual goals are set out taking into consideration the market practices and the role assigned within the Group, through the systematic use of specific indicators aimed at strengthening the sustainability of business, such as, for example, risk and financial sustainability indicators and profitability measures64.
It is also foreseen the deferral in cash and shares of minimum 50% of the incentive. All the instalments are subject to the application of malus and/or claw-back
63 See the representation of the CEO/GM's remuneration. It should be noted that the term vesting refers to the performance period of the 2021-2023 LTI Plan
64 Since the CFO - included in the Executives with Strategic Responsibility - cover also the activities related to the Financial Statements, the individual goals are defined in coherence with the assigned tasks
conditions, as legally enforceable. The 2021 Incentive System provides for 50% of the annual incentive to be deferred and paid in the five following years through the granting of FinecoBank shares. The number of such shares is set at the beginning of the deferral period, thus creating a link between the evolution of the share price and the actual value of the incentive.
The Chief Executive Officer and General Manager, on top of 2021 Incentive System, benefits also from: "2016 Incentive System"
"2017 Incentive System"
"2018 Incentive System"
The entity and duration of the deferral are aligned with the provisions set by regulators and are consistent with the characteristics of the business and with the Bank's risk profiles.
The achievement of all entry conditions65 allows the execution of the Incentive Systems for the Employees Identified Staff, which have been approved in previous years and provide a cash and/or shares instalment in 2022. In particular, these are 2016, 2017, 2018, 2019, 2020 Incentive Systems, for which the Board of Directors approved on February 9, 2022:
Incentive System, according to the maximum amount approved by the Board of Directors with the resolution of January 10, 2018;
65 With reference to the cash tranches, reference is made to the 2021 entry conditions, for the shares tranches, reference is made to the 2020 entry conditions, in consideration of the unavailability period.
| IMPLEMENTED | PAYMENT | OUTASTANDING | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | |
| Incentive System 2016 |
CASH | CASH | SHARES | SHARES | SHARES | CASH SHARES |
||||
| Incentive System 2017 |
CASH | CASH | SHARES | CASH SHARES |
SHARES | CASH SHARES |
||||
| Incentive System 2018 |
CASH | CASH | SHARES | CASH SHARES |
SHARES | CASH SHARES |
||||
| Incentive System 2019 |
CASH | SHARES | CASH SHARES |
CASH SHARES |
SHARES | CASH SHARES |
||||
| Incentive System 2020 |
CASH | SHARES | CASH SHARES |
CASH SHARES |
CASH SHARES |
CASH SHARES |
Following, the implementation dashboard for the aforementioned plans:
Moreover, the achievement of all the entry conditions allowed the execution of the 2018-2020 Long Term Incentive Plan for the employees, according to the Board of Directors decision of May 8, 2018. In particular, the Board of Directors on February 9, 2022 approved the payment of the second share instalment to the beneficiaries of the Plan who belong to the Non-Identified Staff category.
The 2021 Incentive System PFA, approved by the Board of Directors on January 19, 2021, takes into consideration all the national and international regulatory requirements for the sales networks incentives and directly links bonuses with the objectives of growth in the medium and long term, in a general framework of overall sustainability.
The System, implemented within the framework of our policy and governance, provides for the allocation of a performance related bonus in cash and/or shares over 4 years.
In line with FinecoBank governance, the 2021 performance evaluations and payouts for PFA Identified Staff have been approved by the Board of Directors, based on the positive opinion of Remuneration Committee.
Based on the resolutions of the Board of Directors of February 9, 2022, the total number of shares serving the 2021 Incentive System for Financial Advisors is 83,388 to be assigned in 2023, 2024 and 2025. On the same date, the Board of Directors also approved the execution - in 2022 - of the Incentive Systems 2017, 2018, 2019, 2020 and of the 2018-2020 Long Term Incentive Plan for PFA Identified Staff66.
The achievement of all entry conditions67 allows the execution of the Incentive Systems for the Personal Financial Advisors Identified Staff, which have been approved in previous years and provide a cash and/ or shares instalment in 2022. In particular, these are 2017, 2018, 2019 and 2020 PFA Incentive Systems, for which the Board of Directors approved on February 9, 2022:
66 The data relating to the assignments are included in the information reported in paragraphs 3.2.1 and 6 of the Remuneration Report and in the Annex II.
67 With reference to the cash tranches, reference is made to the 2021 entry conditions, for the shares tranches, reference is made to the 2020 entry conditions, in consideration of the unavailability period.
| IMPLEMENTED | PAYMENT | OUTSTANDING | ||||||
|---|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | ||
| 2017 PFA Incentive System |
CASH | CASH | SHARES | CASH SHARES |
SHARES | |||
| 2018 PFA Incentive System |
CASH | CASH | SHARES | CASH SHARES |
SHARES | |||
| 2019 PFA Incentive System |
CASH | SHARES | SHARES | CASH SHARES |
||||
| 2020 PFA Incentive System |
CASH | CASH SHARES |
CASH SHARES |
CASH SHARES |
Following, the implementation dashboard for the aforementioned plans:
Moreover, the achievement of all the entry conditions allows the execution of the 2018-2020 Long Term Incentive Plan for PFA Identified Staff, according to the Board of Directors decision of May 8, 2018. In particular, the Board of Directors on February 9, 2022 approved the payment of the second share instalment to the beneficiaries of the Plan.
The remuneration for members of the administrative and auditing Bodies of FinecoBank S.p.A. is represented only by a fix component, determined based on the importance of the position and the time required to perform the assigned tasks.
This approach applies to non-Executive Directors and to the Supervisory Body members that are not employees of FinecoBank or other Legal Entities of the Group, as well as to Statutory Auditors.
The compensation paid to non-Executive Directors, to the Supervisory Body members and to the Statutory Auditors is not linked to the economic results achieved by FinecoBank and none of them takes part in any incentive plans based on stock options or, generally, based on financial instruments. The compensation has been defined referring to market benchmarks.
The amount of the remuneration of the Chairman of the Board of Directors does not exceed the fixed remuneration received by the CEO.
| BENEFICIARIES* | REMUNERATION COMPONENT |
APPROVED BY | AMOUNT (€) | NOTES | |
|---|---|---|---|---|---|
| Non Executive Directors Fixed only |
Board of Directors of March 9, 2020 and Shareholders' Meeting of April 28, 2020 |
Yearly amount: • € 505,000 for the Board of Directors • € 110,000 for participating in the Risk and Related Par ties Committee • € 65,000 for participating in other BoD's Committees • € 35,000 e € 25,000 re spectively for the Chairman and the Members of the Su pervisory Body • € 600 attendance fee for***: - BoD - BoD's Committees |
Compensation is determi ned based on the relevan ce of the role and the effort required to carry out the |
||
| Board of Directors of March 9, 2020, according to art. 2389 par. 3 of Civil Code and heard the favourable opinion of the Statutory Au ditors |
- € 260,000 yearly, divi ded between: - BoD Chairman - BoD Deputy Chairman |
assigned activities. | |||
| Statutory Auditors | Fixed only | ▪ Yearly*: ▪ € 65,000 for the Chair- man of Statutory Auditors ▪ € 50,000 for each effecti- ve member ▪ € 600 as attendance fee for BoD and Statutory Au- dit meetings |
* Mr. Alessandro Foti, as a FinecoBank employee, renounces to the remuneration approved for the office of Chief Executive Officer. ** The overall amount for the Board of Directors (including the Executive Director) approved by the Assembly is € 550,000. *** With the BoD decision of June 9, 2020, the new Members of the Supervisory Body have been nominated.
**** In case of multiple meetings on the same day, the fee can be cumulated.
***** Alternate Statutory Auditors don't receive any compensation, except if they permanently substitute one of the Auditors.
None of the Directors have contracts containing clauses envisaging the payment of indemnities, or the right to keep post-retirement benefits, in the event of resignations or dismissal/revocation without just cause or if the employment relationship is terminated following a public purchase offer. In case of early termination of the mandate, the ordinary law provisions would therefore apply.
The individual employment contract of the Chief Executive Officer and General Manager, Mr. Alessandro Foti, is governed - also concerning the event of resignations, dismissal or termination - by the ordinary provisions of the law and National Labor Agreement for Banking Industry Executives. In such context, the annual remuneration used to define the possible indemnity due in the above mentioned instances would include the fix remuneration, any other continuative compensation and the average of the variable pay (inclusive of the components paid in equity - such as for example free shares, restricted shares, performance shares - with the only exclusion of the valorisation of the stock options potentially assigned within long-term incentive plans) received in the last three years prior to the termination. The actual amount of such indemnity – in terms of months of compensation considered – is then bound to vary depending on the events which led to the termination and on the relationship's duration and is anyway subjected to provisions of the "Severance Policy" of FinecoBank approved by the Shareholders' Meeting on April 10, 2019 and in line with paragraph 3.2 of Section I.
Non-executive Directors do not receive, within incentive plans, stock options or others equities. For the Chief Executive Officer and General Manager no specific provisions are provided with reference to the right to keep, in case of termination, the options received and the plans' provisions apply.
For none of the Directors currently in office, provisions exist regarding the establishment of advisory contracts for a term following the termination of the directorship, nor the right to keep post retirement perks. No agreements exist either providing compensation for non-competition undertakings.
Compensation was awarded in compliance with the remuneration policy approved by the Shareholders' Meeting on April 28, 2021, keeping into account the broad consensus achieved68:
| Voting results | |
|---|---|
| Section I – 2020 Remuneration policy (Shareholders' Meeting's approv al is required) |
96.6% of favorable votes |
| Section II – 2019 Remuneration report (a non-binding advisory vote is required) |
91.0% of favorable votes |
68 Cf. art.123-ter paragraph 4 lett. b) bis TUF
69 In application of the transitory provision that allows the company to provide the comparison of information of the financial years starting from January 1, 2019, instead of the five years' preceding the regulatory amendment
| E-MARKET SDIR |
|---|
| CERTIFIED |
| COMPANY PERFORMANCE VARIATION | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro/ 000 | FY 2021 | FY 2021 vs FY 2020 | FY 2020 vs FY 2019 | ||||||||
| Company Results* | |||||||||||
| Revenues** | 804,549 | 7.4% | 17.9% | ||||||||
| Net Profit | 349,179 | 7.6% | 19.2% | ||||||||
* Data adjusted
** It should be noted that in 2021 some costs linked to the activity of financial advisors related to services that are part of the normal banking activities (in particular the distribution and management of financial products) were reclassified under the item "Net commissions" from the item "Other Administrative Expenses". For comparison purposes, the data presented in the reclassified financial statements relating to the year 2020 have been restated.
| INDIVIDUAL COMPENSATION VARIATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro/ 000 | FY 2021 | FY 2021 vs FY 2020 | FY 2020 vs FY 2019 | |||||||||
| Management Body members' remuneration* | ||||||||||||
| Alessandro Foti (CEO/GM) | 3,055 | 7.6% | 7.8% | |||||||||
| Non-Executive Directors remuneration** | ||||||||||||
| Marco Mangiagalli (Chairman) - In office since april 28th 2020 |
257 | 47.8% | - | |||||||||
| Francesco Saita (Deputy Chairman) | 187 | 9.4% | 24.2% | |||||||||
| Patrizia Albano | 111 | 15.6% | 56.0% | |||||||||
| Elena Biffi | 126 | 16.9% | 25.4% | |||||||||
| Giancarla Branda - In office since april 28th 2020 |
84 | 45.3% | - | |||||||||
| Paola Giannotti De Ponti - In office since april 28th 2020 |
118 | 56.8% | - | |||||||||
| Marin Gueorguiev - In office since april 28th 2020 |
92 | 57.9% | - | |||||||||
| Gianmarco Montanari | 119 | 9.2% | 17.2% | |||||||||
| Maria Alessandra Zunino De Pignier - In office since april 28th 2020 |
123 | 51.4% | - | |||||||||
| Andrea Zappia - Resigned during 2021 |
10 | -80.2% | - | |||||||||
| Alessandra Pasini - Role taken over during 2021 |
45 | |||||||||||
| Statutory Auditors remuneration*** | ||||||||||||
| Luisa Marina Pasotti (Chairman) - Role taken over during 2020 |
92 | 267.2% | - | |||||||||
| Massimo Gatto - In office since april 28th 2020 |
78 | 43.9% | - | |||||||||
| Giacomo Ramenghi - Role taken over during 2020 |
76 | 300.7% | - |
* Equal to the total remuneration (column 6 Table 1 Annex 3A n. 7-bis of the Issuers' Reg. Reported in paragraph 6.2) inclusive of the instalments of the short-term incentive systems vested during the year (column 11 Table 3A Annex 3A no. 7-bis of the Issuers' Reg. Reported in paragraph 6.2) and, conventionally, of the pro quota for 2021 of the maximum amount of the 2021-2023 LTI plan as represented in paragraph 3.1, Section II. For the years 2020 and 2019, for the 2018-2020 LTI plan, the annual pro quota is considered with respect to the amount actually awarded. There is a change in the methodology with respect to the disclosure provided in 2021, as it is more representative of the remuneration paid (in 2021 the remuneration in financial instruments was considered at fair value in line with accounting principles).
** It includes the fees as members of the Board of Directors, the fees for any position within the internal Board Committees, the attendance fees for participation in the respective meetings and any expense reimbursement.
*** These include the fees as members of the Board of Statutory Auditors, attendance fees for participation in the meetings of the Board of Directors and the Board of Statutory Auditors and any expense reimbursement.
| EMPLOYEES' AVERAGE REMUNERATION VARIATION | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro/ 000 | FY 2021 FY 2021 vs FY 2020 FY 2020 vs FY 2019 |
||||||||||
| Employees' average remuneration* | |||||||||||
| Average fixed and variable annual remuneration |
55 | 1.9% | 6.7% |
*Intended as the average total remuneration paid out in the referred year (excluding social security contributions and other benefits), therefore: average fixed remuneration and average variable remuneration, which corresponds to the bonus paid in the referred year (the short and long-term incentive systems' instalments and deferrals awarded in previous years were also included).
| Amounts in euro | TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibility | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
| Fixed Compensation | Variable non-equity | |||||||||||||||||
| compensation | ||||||||||||||||||
| Compensation for | Severance indemnity | |||||||||||||||||
| Name and surname | Office | Period in which office was held | Office expiration date | Emoluments resolved | Lump sum | Compensation for | committee | Non-monetary benefits |
Other remunaration |
Total | Fair Value of equity compensation ** |
for end of office or termination of |
||||||
| by the Shareholdes' | Attendance tokens |
expense reinbursements |
specific offices ex article. 2389 Italian |
Fixed salary | Total | membership | Bonuses and other incentives Profit sharing |
employment | ||||||||||
| Meeting | * | Civil Code | ||||||||||||||||
| Marco Mangiagalli | Chairman of the Board of Directors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 7,200 | 200,000 | 257,200 | 257,200 | ||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 7,200 | - | 200,000 | - | 257,200 | - | - | - | - | - | 257,200 | ||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| Francesco Saita | (III) Total | 50,000 | 7,200 | - | 200,000 | - | 257,200 | - | - | - | - | - | 257,200 | |||||
| Deputy Chairman of the Board of Directors Chairman of Risk and Related Parties Committee |
01/01/2021 01/01/2021 |
31/12/2021 31/12/22 financial statements approval 31/12/2021 31/12/22 financial statements approval |
50,000 | 7,200 13,800 |
60,000 | 117,200 13,800 |
30,000 | 117,200 43,800 |
||||||||||
| Member of the Corporate Governance and Environmental and Social Sustainability Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 6,000 | 6,000 | 20,000 | 26,000 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 27,000 | - | 60,000 | - | 137,000 | 50,000 | - | - | - | - | 187,000 | ||||||
| (II) Compensation from subsidiaries and associates | - | - | ||||||||||||||||
| (III) Total | 50,000 | 27,000 | - | 60,000 | - | 137,000 | 50,000 | - | - | - | - | 187,000 | ||||||
| Alessandro Foti | Chief Executive Officer/ General Manager | 1,000,000 | 1,000,000 | 440,000 | 6,777 | 1,446,777 | 580,324 | |||||||||||
| (I) Total compensation in the company preparing the financial statements | - | - | - | - | 1,000,000 | 1,000,000 | - | 440,000 | - | 6,777 | - | 1,446,777 | 580,324 | |||||
| (II) Compensation from subsidiaries and associates | - | - | ||||||||||||||||
| (III) Total | - | - | - | - | 1,000,000 | 1,000,000 | - | 440,000 | - | 6,777 | - | 1,446,777 | 580,324 | |||||
| Patrizia Albano | Member of the Board of Directors Member of the Corporate Governance and Environmental and Social Sustainability Committee |
01/01/2021 01/01/2021 |
31/12/2021 31/12/22 financial statements approval 31/12/2021 31/12/22 financial statements approval |
50,000 | 7,200 5,400 |
57,200 5,400 |
20,000 | 57,200 25,400 |
||||||||||
| Member of the Appointments Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 8,400 | 8,400 | 20,000 | 28,400 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 21,000 | - | - | - | 71,000 | 40,000 | - | - | - | - | 111,000 | ||||||
| (II) Compensation from subsidiaries and associates | - | - | ||||||||||||||||
| (III) Total | 50,000 | 21,000 | - | - | - | 71,000 | 40,000 | - | - | - | - | 111,000 | ||||||
| Elena Biffi | Member of the Board of Directors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 7,200 | 57,200 | 57,200 | |||||||||||
| Member of the Risk and Related Parties Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 14,400 | 14,400 | 20,000 | 34,400 | ||||||||||||
| Chairman of the Appointmements Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 9,600 | 9,600 | 25,000 | 34,600 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements (II) Compensation from subsidiaries and associates |
50,000 | 31,200 | - | - | - | 81,200 - |
45,000 | - | - | - | - | 126,200 - |
||||||
| (III) Total | 50,000 | 31,200 | - | - | - | 81,200 | 45,000 | - | - | - | - | 126,200 | ||||||
| Giancarla Branda | Member of the Board of Directors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 7,200 | 470 | 57,670 | 57,670 | ||||||||||
| Member of the Remuneration Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 6,600 | 6,600 | 20,000 | 26,600 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 13,800 | 470 | - | - | 64,270 | 20,000 | - | - | - | - | 84,270 | ||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 50,000 | 13,800 | 470 | - | - | 64,270 | 20,000 | - | - | - | - | 84,270 | ||||||
| Paola Gianotti De Ponti | Member of the Board of Directors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 7,200 | 57,200 | 57,200 | |||||||||||
| Member of the Risk and Related Parties Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 13,800 | 13,800 | 20,000 | 33,800 | ||||||||||||
| Member of the Remuneration Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 6,600 | 6,600 | 20,000 | 26,600 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 27,600 | - | - | - | 77,600 | 40,000 | - | - | - | - | 117,600 | ||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 50,000 | 27,600 | - | - | - | 77,600 | 40,000 | - | - | - | - | 117,600 | ||||||
| Marin Gueorguiev | Member of the Board of Directors Member of the Risk and Related Parties Committee |
01/01/2021 01/01/2021 |
31/12/2021 31/12/22 financial statements approval 31/12/2021 31/12/22 financial statements approval |
50,000 | 7,200 14,400 |
57,200 14,400 |
20,000 | 57,200 34,400 |
||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 21,600 | - | - | - | 71,600 | 20,000 | - | - | - | - | 91,600 | ||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 50,000 | 21,600 | - | - | - | 71,600 | 20,000 | - | - | - | - | 91,600 | ||||||
| Gianmarco Montanari | Member of the Board of Directors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 7,200 | 594 | 57,794 | 57,794 | ||||||||||
| Chairman of the Remuneration Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 6,600 | 6,600 | 25,000 | 31,600 | ||||||||||||
| Member of the Appointments Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 9,600 | 9,600 | 20,000 | 29,600 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 23,400 | 594 | - | - | 73,994 | 45,000 | - | - | - | - | 118,994 | ||||||
| (II) Compensation from subsidiaries and associates (III) Total |
- | - | ||||||||||||||||
| Maria Alessandra Zunino De Pignier | Member of the Board of Directors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 50,000 |
23,400 7,200 |
594 161 |
- | - | 73,994 57,361 |
45,000 | - | - | - | - | 118,994 57,361 |
|||
| Member of the Risk and Related Parties Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 13,200 | 13,200 | 20,000 | 33,200 | ||||||||||||
| Chairman of the Corporate Governance and Environmental and Social Sustainability Committee | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 6,600 | 6,600 | 25,000 | 31,600 | ||||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 27,000 | 161 | - | - | 77,161 | 45,000 | - | - | - | - | 122,161 | ||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 50,000 | 27,000 | 161 | - | - | 77,161 | 45,000 | - | - | - | - | 122,161 | ||||||
| Andrea Zappia | Member of the Board of Directors | 01/01/2021 | 28/02/2021 | 8,082 | 1,800 | 9,882 | 9,882 | |||||||||||
| (I) Total compensation in the company preparing the financial statements | 8,082 | 1,800 | - | - | - | 9,882 | - | - | - | - | - | 9,882 | ||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 8,082 | 1,800 | - | - | - | 9,882 | - | - | - | - | - | 9,882 | ||||||
| Alessandra Pasini | Member of the Board of Directors (I) Total compensation in the company preparing the financial statements |
16/03/2021 | 31/12/2021 31/12/22 financial statements approval | 39,863 39,863 |
4,800 4,800 |
- | - | - | 44,663 44,663 |
- | - | - | - | - | 44,663 44,663 |
|||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 39,863 | 4,800 | - | - | - | 44,663 | - | - | - | - | - | 44,663 | ||||||
| (I) Total compensation in the company preparing the financial statements | 497,945 | 206,400 | 1,225 | 260,000 | 1,000,000 | 1,965,570 | 305,000 | 440,000 | - | 6,777 | - | 2,717,347 | 580,324 | |||||
| TOTAL BOARD OF DIRECTORS | (II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 497,945 | 206,400 | 1,225 | 260,000 | 1,000,000 | 1,965,570 | 305,000 | 440,000 | - | 6,777 | - | 2,717,347 | 580,324 | |||||
| Luisa Marina Pasotti | Chairman of the Board of Statutory Auditors | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 65,000 | 25,800 | 1,006 | 91,806 | 91,806 | ||||||||||
| (I) Total compensation in the company preparing the financial statements | 65,000 | 25,800 | 1,006 | - | - | 91,806 | - | - | - | - | - | 91,806 | ||||||
| (II) Compensation from subsidiaries and associates | - | |||||||||||||||||
| Massimo Gatto | (III) Total | 65,000 | 25,800 | 1,006 | - | - | 91,806 | - | - | - | - | - | 91,806 | |||||
| Standing Auditor (I) Total compensation in the company preparing the financial statements |
01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 25,800 | 1,932 | 77,732 | 77,732 | |||||||||||
| (II) Compensation from subsidiaries and associates | 50,000 | 25,800 | 1,932 | - | - | 77,732 | - | - | - | - | - | 77,732 - |
||||||
| (III) Total | 50,000 | 25,800 | 1,932 | - | - | 77,732 | - | - | - | - | - | 77,732 | ||||||
| Giacomo Ramenghi | Standing Auditor | 01/01/2021 | 31/12/2021 31/12/22 financial statements approval | 50,000 | 25,800 | 337 | 76,137 | 76,137 | ||||||||||
| (I) Total compensation in the company preparing the financial statements | 50,000 | 25,800 | 337 | - | - | 76,137 | - | - | - | - | - | 76,137 | ||||||
| (II) Compensation from subsidiaries and associates | - | |||||||||||||||||
| (III) Total | 50,000 | 25,800 | 337 | - | - | 76,137 | - | - | - | - | - | 76,137 | ||||||
| Alessandro Gaetano | Alternate Auditor | 28/04/2021 | 31/12/2021 31/12/22 financial statements approval | - | - | |||||||||||||
| (I) Total compensation in the company preparing the financial statements | - | - | - | - | - | - | - | - | - | - | - | - | ||||||
| (II) Compensation from subsidiaries and associates (III) Total |
- | - | - | - | - | - | - | - | - | - | - | - - |
||||||
| Lucia Montecamozzo | Alternate Auditor | 28/04/2021 | 31/12/2021 31/12/22 financial statements approval | - | - | |||||||||||||
| (I) Total compensation in the company preparing the financial statements | - | - | - | - | - | - | - | - | - | - | - | - | ||||||
| (II) Compensation from subsidiaries and associates | - | |||||||||||||||||
| (III) Total | - | - | - | - | - | - | - | - | - | - | - | - | ||||||
| (I) Total compensation in the company preparing the financial statements | 165,000 | 77,400 | 3,276 | - | - | 245,676 | - | - | - | - | - | 245,676 | - | |||||
| TOTAL BOARD OF STATUTORY AUDITORS |
(II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (III) Total | 165,000 | 77,400 | 3,276 | - | - | 245,676 | - | - | - | - | - | 245,676 | - | |||||
| * For "out of pocket expenses" and mileage travelled | ||||||||||||||||||
| (I) Total compensation in the company preparing the financial statements | - | - | - | - | 1,840,000 | 1,840,000 | - | 987,840 | - | 74,709 | - | 2,902,549 | 1,175,494 | |||||
| Other Executives with Strategic Responsibility*** |
(II) Compensation from subsidiaries and associates | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| (total no.5) | (III) Total | - | - | - | - | 1,840,000 | 1,840,000 | - | 987,840 | - | 74,709 | - | 2,902,549 | 1,175,494 | ||||
| ** Included an Executive with strategic responsibility whose employment relationship ended in 2018. |
*** The Total Remuneration of the Deputy General Managers is equal to respectively €1,203,030, €1,189,574, €1,026,955.
| Amounts in euro | TABLE 2: Stock Option assigned to the Members of the Administrative Body, to General Managers and other Executives with Strategic Responsability | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Opzions held at the beginning of the year | Opzions assigned during the year | Options exercised during the year | |||||||||||||||
| (A) | (B) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | (14) | (15) | (16) |
| Name and surname | Office | Plan | Number of Options |
Exercise Price |
Exercise Period (from to) |
Number of Options |
Exercise Price |
Exercise Period (from to) |
Fair Value at Assignment Date |
Assignment Date |
Market Price of Underlying Shares upon Assignment of Options |
Number of Options |
Exercise Price |
Market Price of Underlying Shares on Exercise Date |
Options Lapsed during the year (Number) |
Options held at the end of the year (Number) |
Options relevant to this year (Fair Value) |
| Alessandro Foti | Chief Executive Officer/ General Manager |
||||||||||||||||
| (I) Compensation in the Company preparing the Financial Statements | |||||||||||||||||
| (II) Compensation from Subsidiaries and Associates | |||||||||||||||||
| (III) Total | |||||||||||||||||
| Other Executives with Strategic Responsibility | |||||||||||||||||
| (I) Compensation in the Company preparing the Financial Statements |
|||||||||||||||||
| (II) Compensation from Subsidiaries and Associates | |||||||||||||||||
| (III) Total |
| Amounts in euro | TABLE 3A: Incentive Plans based on financial instruments other than stock options for Members of the Administrative Body, General Managers and other Executives with Strategic Responsibility | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial instruments assigned during previous years and not vested during the year |
Financial instruments assigned during the year | Financial instruments vested during the year and not assigned |
Financial instruments vested during the year and assignable |
Financial instruments relevant to the year |
|||||||||
| (A) | (B) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) |
| Name and surname | Office | Plan | Number and type of financial instruments |
Vesting period | Number and type of financial instruments |
Fair Value on assignment date |
Vesting period | Assignment date Market price upon assignment |
Number and type of financial instruments |
Number and type of financial instruments Value on maturity date |
Fair Value | ||
| Alessandro Foti | Chief Executive Officer/ General Manager | ||||||||||||
| (I) Compensation in the Company preparing the Financial Statements | Fineco shares - 2017 Group Incentive System |
8,771 | 133,275 | 13,628 | |||||||||
| Fineco shares - 2018 Group Incentive System |
8,881 | 31.12.2022 | 8,881 | 134,947 | 31,443 | ||||||||
| Fineco shares - 2019 Group Incentive System |
18,398 | 1/2 31.12.2022 1/2 31.12.2023 |
9,199 | 139,779 | 70,341 | ||||||||
| Fineco shares - 2020 Incentive System | 26,433 | 1/3 31.12.2022 1/3 31.12.2023 1/3 31.12.2024 |
- 33,234 |
||||||||||
| Fineco shares - 2021 Incentive System | 36,853 | 560,000 | 37% 31.12.2021 21% 31.12.2023 21% 31.12.2024 21% 31.12.2025 |
09/02/2022 | 15.195 | 13,162 | 199,997 | 296,940 | |||||
| Fineco shares - 2018-20120 LTI Plan | 154,858 | 31.12.2023 | 201,206 | ||||||||||
| (II) Compensation from Subsidiaries and Associates | |||||||||||||
| (III) Total | 560,000 | - | 607,998 | 580,324 | |||||||||
| Other Executives with Strategic Responsibility | |||||||||||||
| n. 5 Executives* | Fineco shares - 2017 Group Incentive System |
15,353 | 233,289 | 19,447 | |||||||||
| no. 4 Executives | Fineco shares - 2018 Group Incentive System |
18,944 | 31.12.2022 | 18,944 | 287,854 | 67,070 | |||||||
| (I) Compensation in the | no. 4 Executives | Fineco shares - 2019 Group Incentive System |
38,342 | 1/2 31.12.2022 1/2 31.12.2023 |
19,171 | 291,303 | #FinecoBank S.p.A. - Internal Use Only 146,593 |
||||||
| Company preparing the Financial Statements |
no. 4 Executives | Fineco shares - 2020 Incentive System | 56,602 | 1/3 31.12.2022 1/3 31.12.2023 1/3 31.12.2024 |
- 71,165 |
||||||||
| no. 4 Executives | Fineco shares - 2021 Incentive System | 82,397 | 1,252,160 | 37% 31.12.2021 21% 31.12.2023 21% 31.12.2024 21% 31.12.2025 |
09/02/2022 | 15.195 | 30,218 | 459,163 | 672,836 | ||||
| no. 4 Executives | Fineco shares - 2018-20120 LTI Plan | 88,392 | 1/2 31.12.2022 1/2 31.12.2023 |
44,196 | 671,558 | 340,713 | |||||||
| (II) Compensation from Subsidiaries and Associates | |||||||||||||
| (III) Total | 1,252,160 | - | 1,943,167 | 1,175,494 |
* Included an Executive with strategic responsibility whose employment relationship ended in 2018.
| Amounts in euro | TABLE 3B: Cash-based Incentive Plans for Members of the Administrative Body, General Managers and other Executives with Strategic Responsability | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (A) | (B) | (1) | (2) | (3) | (4) | |||||||
| Bonus for the year | Prior years' bonus | |||||||||||
| (A) | (B) | (C) | (A) | (B) | (C) | |||||||
| Name and surname | Office | Plan | Payable / Paid | Deferred | Deferral period | No longer payable |
Payable / Paid | Still deferred | Other Bonuses | |||
| Chief Executive Officer/ General | ||||||||||||
| Alessandro Foti | Manager | |||||||||||
| 2021 Incentive System | 200,000 | 240,000 | 50% 31.12.2023 50% 31.12.2026 |
|||||||||
| 2020 Incentive System | 240,000 | |||||||||||
| 2019 Group Incentive System | 102,000 | 102,000 | ||||||||||
| (I) Compensation in the Company preparing the Financial Statements | 2018 Group Incentive System | 170,000 | ||||||||||
| 2017 Group Incentive System | 170,000 | |||||||||||
| 2016 Group Incentive System | 112,200 | |||||||||||
| (II) Compensation from Subsidiaries and Associates | ||||||||||||
| (III) Total | 200,000 | 240,000 | 214,200 | 682,000 | ||||||||
| Other Executives with Strategic Responsibility | ||||||||||||
| no. 4 Executives | 2021 Incentive System | 459,200 | 528,640 | 50% 31.12.2023 50% 31.12.2026 |
||||||||
| no. 4 Executives | 2020 Incentive System | 532,621 | ||||||||||
| (I) Compensation in the Company | no. 4 Executives | 2019 Group Incentive System | 212,580 | 212,580 | ||||||||
| preparing the Financial Statements |
no. 4 Executives | 2018 Group Incentive System | 362,632 | |||||||||
| no. 5 Executives * | 2017 Group Incentive System | 297,594 | ||||||||||
| no. 5 Executives * | 2016 Group Incentive System | 196,412 | ||||||||||
| (II) Compensation from Subsidiaries and Associates | ||||||||||||
| (III) Total | 459,200 | 528,640 | 408,992 | 1,405,427 |
* Included an Executive with strategic responsibility whose employment relationship ended in 2018.
| TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | ||||||||||||
| Name and surname | Office | Investee Company |
Type of shares | Held at the end of 2020 |
Acquired during the year* |
Sold dutring the year | Held at the end of #FinecoBank S.p.A. - Internal Use Only 2021 |
|||||
| BOARD OF DIRECTORS | ||||||||||||
| Marco Mangiagalli | Chairman | - | - | |||||||||
| Francesco Saita | Deputy Chairman | - | - | |||||||||
| Alessandro Foti | Chief Executive Officer/ General Manager | FinecoBank | Ord. | 446,629 | 64,213 | 27,609 | 483,233 | |||||
| Patrizia Albano | Member | - | - | |||||||||
| Elena Biffi | Member | - | - | |||||||||
| Giancarla Branda | Member | - | - | |||||||||
| Paola Gianotti De Ponti | Member | - | - | |||||||||
| Marin Gueorguiev | Member | - | - | |||||||||
| Gianmarco Montanari | Member | - | 200 | 200 | ||||||||
| indirect possession (spouse) | FinecoBank | Ord. | 100 | 100 | ||||||||
| Maria Alessandra Zunino De Pignier | Member | - | - | |||||||||
| Andrea Zappia | Member | - | - | |||||||||
| Alessandra Pasini | Member | - | - | |||||||||
| BOARD OF STATUTORY AUDITORS | ||||||||||||
| Luisa Marina Pasotti | Chairman | - | - | |||||||||
| Massimo Gatto | Standing Auditor | - | - | |||||||||
| Giacomo Ramenghi | Standing Auditor | - | - | |||||||||
| Alessandro Gaetano | Alternate Auditor | |||||||||||
| Lucia Montecamozzo | Alternate Auditor | - | - |
*including shares linked to Incentive Plans
| TABELLA 2: Investments of the other Executives with Strategic Responsibility | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | ||||||||||||
| Executives with Strategic Responsibility |
Investee Company | Type of shares | Held at the end of 2020 |
Acquired during the year* |
Sold dutring the year Held at the end of 2021 | |||||||
| 4 | FinecoBank | Ord. | 564,349 | 115,622 | 49,926 | 630,045 |
*including shares linked to Incentive Plans
Our employees enjoy welfare, healthcare and life balance benefits that supplement social security plans and minimum contractual requirements. These benefits are intended to provide substantial guarantees for the well-being of staff and their family members during their active careers as well as in retirement.
With reference to the complementary pension plans, there are defined benefit plans and defined contribution plans. In the first ones the benefit's calculation is known in advance, while in defined contribution plans the benefit depends on allocated asset management results.
Complementary pension plans are offered by external pension funds, legally autonomous from the Group. In particular, the pension funds usually subscribed by employees are "closed".
Subscribers can distribute contribution, depending on their own risk appetite, among investment lines characterized by different risk/yield ratios.
For employees who choose to join the reference Pension Fund for FinecoBank, with some exceptions, the Company recognizes a contribution calculated on the compensation useful for calculating the "Trattamento di Fine Rapporto", if the employee chooses to pay the contribution at his own expense.
As part of the supplementary health care, employees are offered a Health Plan, which also benefits their tax-dependent family members, dental coverage and additional dedicated policies (e.g. Life, Accident, Permanent Disability, Professional and extra-professional "Kasko" policies).
FinecoBank also offered its employees and family members the opportunity to take out a Long Term Care insurance policy which guarantees an annuity in the event of loss of self-sufficiency.
Finally, all employees can take advantage of a digital platform that allows them to easily manage their Welfare credit in a diversified basket of services (e.g. education, family assistance, free time, etc.). Furthermore, in 2021, digital vouchers were introduced for the first time, which can be used in various product areas, which further expand the possibility of spending through the welfare account.
Finally, for employees with managerial qualifications and for those who, as part of their business, travel around the area for service reasons, a car is assigned for mixed use. The choice of available models is in line with the objectives set out in the Multi-Year Plan, providing only hybrid and / or electric cars, with the aim of reducing the environmental impact resulting from vehicular traffic.
In continuity with 2021, the measures adopted for the safety of employees and the work and work-life balance management are in place.
In particular, the initiatives are as follow:
The implementation of new initiatives and the monitoring of the ones in place are an essential activity.
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