Remuneration Information • Mar 25, 2022
Remuneration Information
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in accordance with Article 123-ter of the CFA and 84-quater of the Consob Issuers' Regulation
Issuer: Aquafil S.p.A. Website: www.aquafil.com Approved by the Board of Directors on March 15, 2022
| 15 | Part 1 |
|---|---|
| 15 | Part 2 |
This Report was prepared by Aquafil in accordance with Article 123-ter of the CFA, Article 84-quater of the Issuers' Regulation, in addition to, on the basis of self-regulation, the Corporate Governance Code, which Aquafil complies with.
Furthermore, Legislative Decree No. 49 of 2019 introduced and implemented into Italian law the principles and provisions included in the Shareholder Rights Directive II, approved in 2017. Certain amendments were introduced to Article 123-ter of the CFA through this decree, among which, the binding vote of the Shareholders' Meeting on the first section of the report relating to the remuneration policy, and the non-binding vote on the second section of the report concerning compensation paid.
Last but not least, in preparing this report, account was taken of the indications expressed on the subject of remuneration policy by Consob, most recently with Resolution No. 21623 of December 10, 2020, which amended the Issuers' Regulations in implementation of the CFA. In addition, the principles expressed in Article 5 of the Corporate Governance Code for Listed Companies 2020 edition ("2020 Code") (with the specifications indicated below), as well as the recommendations suggested by the Corporate Governance Committee, were adopted as general reference guidelines on remuneration policies.
The annual remuneration report provides information aimed at increasing the knowledge and awareness of shareholders, investors and the market in general, as well as Consob, on the remuneration policies adopted by the Company, and on the amounts and composition of the remuneration paid to the beneficiaries.
Pursuant to Article 123-ter of the CFA, the Report comprises two sections.
The Remuneration Policy was prepared by the Company and approved by the Board of Directors on March 15, 2022, upon the recommendation of the Appointments and Remuneration Committee and after consultation with the Board of Statutory Auditors.
This Report is sent to Borsa Italiana and is made available to the public at Aquafil's registered office (Via Linfano 9, Arco) and on the Company's website www.aquafil.com, in the Corporate Governance section, at least twenty-one days before the Shareholders' Meeting called to approve the annual financial statements at December 31, 2021.
This Report is structured according to the guidelines set out in Article 84-quater of the Issuers' Regulation and in compliance with Annex 3, Schedule 7-bis and Schedule 7-ter referred to therein.
A relative table, as per Article 84-quater, paragraph 4 of the Issuers' Regulation, presents holdings in the Company or its subsidiaries by these parties (and by parties related to them).
The Remuneration Policy defines the principles and guidelines adopted by Aquafil for the remuneration of the members of the Board of Directors and Senior Executives.
The Company highlights that the compensation policy set out in this Section I is proposed for 2022 only, taking into account the desire to find an incentive path for the last year only of the mandate of the current Board of Directors.
The principal parties and bodies involved in the preparation and approval of the Remuneration Policy are the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors.
The Board of Directors and the Appointments and Remuneration Committee are also responsible for the correct implementation of the Remuneration Policy and oversee its correct implementation.
A brief description of the duties, which in accordance with the applicable regulation and the By-Laws are required of these Boards with regards to the remuneration of the Directors, is provided below.
The Shareholders' Meeting:
The Board of Directors:
The Appointments and Remuneration Committee is an advisory and proposing body that — in its capacity as remuneration committee — has the task of assisting the Board of Directors through investigative functions in the assessments and decisions concerning the remuneration policy of Directors and Senior Executives. Specifically:
The Appointments and Remuneration Committee consists of three Non-Executive Directors, all of whom independent, appointed by Board of Directors' motion of June 18, 2020, namely:
Upon appointment and, most recently, on February 17, 2021, the Board of Directors positively assessed that all members of the Committee met the requirements of adequate knowledge and expertise in financial matters and, in particular, that the Chairperson met the requirement of experience in remuneration policies.
The composition, duties and operating procedures of the Appointments and Remuneration Committee are governed by the Corporate Governance Code and specific regulations, approved by the Board of Directors and most recently updated on March 11, 2021.
Meetings of the Appointments and Remuneration Committee are attended by the Chairperson of the Board of Statutory and/or the Statutory Auditors and, on invitation, by representatives of company departments and independent experts and/or other parties, whose participation is considered beneficial for the discussion of the matters at issue.
Where considered necessary or beneficial for the execution of its duties, the Appointments and Remuneration Committee may utilise external remuneration policy consultants. In 2020, the Appointments and Remuneration Committee met 6 times and 3 times during 2021. The attendance of Committee members is reported in the Corporate Governance and Ownership Structure Report, available on the company website www.aquafil.com.
The Chairperson of the Board of Statutory Auditors and/or the Statutory Auditors, the Human Resources Executive Director, the Legal Department Director in addition to consultants supporting the Company on specific projects reviewed by the Committee, attended the Appointments and Remuneration Committee meetings, on its invitation. Executive Directors and/or Senior Executives did not participate in Committee discussions that concerned decisions relating to their compensation or that placed them in situations of conflict of interest.
In 2021, the Committee business principally concerned:
The Board of Statutory Auditors expresses an opinion upon the remuneration proposals of the Executive Directors, in accordance with Article 2389, paragraph 3 of the Civil Code, verifying the consistency of such with the Remuneration Policy adopted by the Company.
The independent audit firm of Aquafil verifies that the Directors have prepared the second section of the Report, as required by Article 123-ter, paragraph 8-bis of the CFA.
Aquafil's Remuneration Policy is based on the following key principles and is defined according to the following criteria:
In line with the above principles, the Company shall present this document for the approval of the Shareholders' Meeting of April 28, 2022.
Coinciding with the last year of the Long Term Monetary Incentive Plan adopted at the time of listing, the Company deemed it appropriate to re-evaluate the experience gained and identify a new remuneration policy that could be in line with the Company's business and meet the criteria set out in the regulations in force, also taking into account the recommendations from the engagement with shareholders.
In particular, the main changes from the previous remuneration policy concern:
The Remuneration Policy provides that the fixed and variable components (this latter short-term) are established on the basis of principles and processes according to the beneficiary category.
In this regard, on March 15, 2022, the Board of Directors of the Company, on the proposal of the Appointments and Remuneration Committee, identified - in light of the positions and respective roles held within the Group - the Senior Executives.
The Company in any case considered it appropriate to create a remuneration system based on the Executive/managerial responsibilities of the parties concerned and therefore independently set the criteria for determining the remuneration of: (i) Directors, specifically: (a) Non-Executive Directors; and (b) Executive Directors (ii) Board of Statutory Auditors; and (iii) Senior Executives.
All Directors receive a fixed remuneration which appropriately compensates the work and commitment provided by the Directors to the Company.
The Shareholders' Meeting held on June 18, 2020, with regard to the definition of the remuneration due to the Directors, resolved to set the Board of Directors' emolument at a total of Euro 430,000 per year, to be distributed among its members in compliance with the
resolutions to be taken by the Board of Directors, subject to any further remuneration due to the Directors holding specific offices to be established by the Board of Directors pursuant to Article 2389, third paragraph, of the Civil Code.
In fulfilment of the foregoing and as a breakdown of the total emolument awarded by the Shareholders' Meeting, the Board of Directors meeting held on June 18, 2020, determined:
In addition, the Board of Directors' meeting of June 18, 2020 also resolved to grant an annual fee of Euro 10,000.00 to the Lead Independent Director, appointed in view of the governance structure approved by the Board.
Non-Executive Directors (whether or not Independent Directors) are paid a fixed annual fee for the office outlined above, which is determined on an individual basis by the Board of Directors in view of the total amount determined by the Shareholders' Meeting, pursuant to Article 2389 of the Civil Code.
The remuneration of these Directors is not based on any financial results or specific objectives of the Company and is commensurate with the commitment required, also in relation to participation on internal Board committees, for which specific remuneration is allocated.
The remuneration of Executive Directors is adequately balanced in order to ensure consistency between short-term development objectives, while taking into account the values of sustainability that drive operations, aimed at creating value for shareholders in the long term.
Specifically, the Chief Executive Officer's (CEO) remuneration structure is made up of:
For the description of the short-term variable component reference should be made to Paragraph 2.3;
• fringe benefits: fringe benefits concern the supply of goods and/or services assigned in accordance with market practice and as per applicable legislation. In particular, Aquafil's Chief Executive Officer is the beneficiary of a company car and of insurance policies for the reimbursement of medical expenses, death, permanent disability and accident at least of the same level as those guaranteed to the Company's Executives under the National Collective Bargaining Agreements for Industrial Executives policy.
• a fixed component: this component takes account of the extent and strategic importance of the role, its subjective distinctive characteristics and the strategic skills assigned to the role. The amount is sufficient to remunerate the service also in the case of the partial reaching of the performance objectives upon which the variable remuneration component is based. More specifically, the fixed component is calculated according to the size of the business managed, the various areas of responsibility covered, Aquafil Group's complex corporate structure, including internationally, also taking account of market practice for similar positions at industrial sector companies (benchmark by Deloitte Consulting S.p.A.).
As regards the Executive Directors Calenti and Vivaldi, firstly, and Annoni, secondly, we underline that - since they are also Executives of the Company - in compliance with the prior opinion of the Appointments and Remuneration Committee and that of the Board of Statutory Auditors, the Board of Directors approved conferment of the additional fee of Euro 50,000, initially on June 29, 2021, and later on December 21, 2021;
All the members of the Board of Statutory Auditors receive a fixed fee which appropriately compensates the work and commitment provided by the Statutory Auditors to the Company, and commensurate with the commitment required, the importance of the role covered as well as the size and sector of the Company.
As regards the definition of the remuneration due to the Board of Statutory Auditors, the Shareholders' Meeting of April 28, 2021, resolved to grant the Board - which will remain in office until the approval of the financial statements for the year ending December 31, 2023 - a total remuneration of Euro 140,000.00 (one hundred and forty thousand), of which Euro 60,000.00 (sixty thousand) for the Chairperson of the Board of Statutory Auditors and Euro 40,000.00 (forty thousand) for each of the two Statutory Auditors, in order to bring them more in line with the averages resulting from the benchmark analysis.
The remuneration of Senior Executives is structured so as to focus management on company results and the creation of value.
The remuneration of Senior Executives is composed of:
For the description of the short-term variable component reference should be made to Paragraph 2.3;
• fringe benefits: fringe benefits concern the supply of goods and/or services assigned in accordance with market practice and as per applicable legislation.
The purpose of the short-term variable component is to encourage management to work towards the achievement of annual targets that maximise the Aquafil Group's value, in line with shareholders' interests.
The Board of Directors has identified the beneficiaries of the short-term variable component by dividing them into the following 3 classes of merit and assigning each class a multiplier ("Class Multiplier"):
Class One (multiplier 2) = CEO;
Class Two (multiplier 1.5) = COO;
Class Three (multiplier 1) = BCF Chairperson, USA Chairperson;
Class Three (multiplier 0.4) = NTF Chairperson, Members of the Board of AquafilSLO, Regional USA CFO, Vice-Chairperson of Finance of the Company, Investor Relator and Performance Management Director, Industrial Director of BCF Emea, Global Commercial Director Polymers, Sales Director of BCF Emea and CIO.
In consideration of the performance objectives set out in the Annual Budget, the short-term variable component will be determined as follows.
Firstly, the minimum performance value is calculated which determines access to the recognition of the short-term variable component. This "Minimum Target" shall be set at 85% (eighty-five percent) of pre-money Budget EBITDA.
Then each of the short-term variable component amounts ("Individual Component") is determined by summing:
| NFP/EBITDA RATIO | Multiplier | Overall impact | ||
|---|---|---|---|---|
| (%) | on the EBITDA Delta | |||
| Less than or equal to 2.5 | 1.25% | 9.375% | ||
| Greater than 2.5 But less than or equal to 3 | 1.00% | 7.500% | ||
| Greater than 3 but less than or equal to 3.5 | 0.75% | 5.625% | ||
| Greater than 3.5 But less than or equal to 3.75 | 0.50% | 3.750% | ||
| Greater than 3.75 | 0.00% | - | ||
Each Individual Component will be paid:
The Individual Component may never exceed a cap equal to 80% of the fixed component of the remuneration received by the individual beneficiary.
The annual incentive plan includes a clawback clause which permits the recovery in the 5 years subsequent to issue of amounts issued on the basis of manifestly erroneous or false data. This clause will apply to bonuses made to Executive Directors and Senior Executives included in the annual incentive system beginning in 2021. There are also mechanisms in place to deal with good/bad leavers.
Upon the occurrence of extraordinary events that render the performance scenarios used to formulate the targets set in the plan essentially out of date, the Company's Board of Directors may, by proposal of the Appointments and Remuneration Committee, make the corrections to those targets required to ensure that the plan's substantial and economic contents remain unchanged.
For the purposes of the above, "extraordinary events" are defined as: (i) events of an extraordinary and/or non-recurring nature and/or not attributable to the core business of the Aquafil Group (including, without limitation, acquisitions or disposals of equity investments or business units) considered of particular importance and/or currently not provided for in company planning that entail a significant change in the scope of the Company or the Aquafil Group; (ii) significant changes in the macroeconomic and/or competitive scenario or other extraordinary factors with a significant impact beyond the actions within the management's control; and/or (iii) significant events, not only of an economic or financial nature, such as those arising from the COVID-19 health emergency.
Any changes to performance targets must safeguard the principles and guidelines according to which the plan has been formulated by not introducing undue advantages or penalties for either the beneficiaries of the plan or the Company.
The first part of Section II of this Report provides an adequate outline of each of the items comprising the remuneration paid for FY 2021 to:
With reference to the members of the Board of Directors, it is specified that the Company paid the fixed component of remuneration — as resolved by the Shareholders' Meeting upon appointment of the Board and as subsequently allocated by the Board — specifying that, in view of the results for the financial year ended December 31, 2021, the conditions for the recognition of the variable components accrued, as envisaged by the 2021 Incentive Plan.
The remuneration policy in 2021, as verified by the Appointments and Remuneration Committee through the periodic assessment under the Corporate Governance Code, was implemented in line with the general standards approved by the Board of Directors and shared by the Appointments and Remuneration Committee.
The table below reports:
| Description & period of office | |||
|---|---|---|---|
| Party | Office held | Period of office | Mandate (mandate concludes with the shareholders' meeting called to approve the financial statements for the year ending on the date indicated) |
| Directors in office at December 31, 2021 | |||
| Giulio Bonazzi | Chairman and CEO | 01.01.2021-31.12.2021 | 31.12.2022 |
| Adriano Vivaldi | Executive Director | 01.01.2021-31.12.2021 | 31.12.2022 |
| Franco Rossi | Executive Director | 01.01.2021-31.12.2021 | 31.12.2022 |
| Simona Heidempergher | Director (*) | 01.01.2021-31.12.2021 | 31.12.2022 |
| Francesco Profumo | Director (*) | 01.01.2021-31.12.2021 | 31.12.2022 |
| Ilaria Maria dalla Riva | Director (*) | 01.01.2021-31.12.2021 | 31.12.2022 |
| Margherita Elena Maria Zambon | Director (*) | 01.01.2021-31.12.2021 | 31.12.2022 |
| Silvana Bonazzi | Director | 01.01.2021-31.12.2021 | 31.12.2022 |
| Stefano Giovanni Loro | Executive Director | 01.07.2021-31.12.2021 | 31.12.2021 |
| Total remuneration of Directors in office at December 31, 2021 | |||
| Directors leaving office in 2021 | |||
| Fabrizio Calenti | Executive Director | 01.01.2021-30.06.2021 | 31.12.2022 |
| Total remuneration for Directors leaving office in 2021 | |||
| Total Directors' remuneration | |||
| Statutory Auditors in office at December 31, 2021 | |||
| Poggi Longostrevi Stefano | 01.01.2021-31.12.2021 | 31.12.2023 | |
| Bompieri Beatrice | 01.01.2021-31.12.2021 | 31.12.2023 | |
| Solimando Bettina | 01.01.2021-31.12.2021 | 31.12.2023 | |
| Total Statutory Auditors' remuneration | |||
| Senior Executives | |||
| Total senior executives' remuneration (9) | |||
(*) Has qualified as an Independent Director
| Committees Detail | Fees | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Lead Indipendent Director |
Rem. Co | CCRS | Other Remuneration |
Remuneration from subsidiaries & associates |
Remuneration from employment |
Variable Remuneration |
Remuneration Committee |
Fixed Remuneration |
Total Remuneration |
| - | - | - | 143,000 | - | 146,345 | - | 1,210,000 | 1,499,345 | |
| - | - | - | 43,000 | 288,298 | 45,310 | - | 90,000 | 466,608 | |
| - | - | - | 294,570 | 31,248 | - | 40,000 | 365,818 | ||
| 10,000 | - | 15,000 | - | - | - | - | 25,000 | 40,000 | 65,000 |
| 15,000 | 10,000 | - | - | - | - | 25,000 | 40,000 | 65,000 | |
| 10,000 | 10,000 | - | - | - | - | 20,000 | 40,000 | 60,000 | |
| 10,000 | - | - | - | - | - | 10,000 | 40,000 | 50,000 | |
| - | - | - | - | - | - | - | 40,000 | 40,000 | |
| - | - | - | 50,000 | 336,406 | 32,290 | - | 20,000 | 438,696 | |
| 10,000 | 35,000 | 35,000 | - | 530,570 | 624,703 | 255,193 | 80,000 | 1,560,000 | 3,050,466 |
| - | - | 500,000 | - | 187,518 | 45,049 | - | 45,000 | 777,567 | |
| - | - | 500,000 | - | 187,518 | 45,049 | - | 45,000 | 777,567 | |
| 10,000 | 35,000 | 35,000 | 500,000 | 530,570 | 812,221 | 300,242 | 80,000 | 1,605,000 | 3,828,033 |
| - | - | - | - | - | - | - | 60,000 | 60,000 | |
| - | - | - | - | - | - | - | 40,000 | 40,000 | |
| - | - | - | - | - | - | - | 40,000 | 40,000 | |
| - | - | - | - | - | - | - | 140,000 | 140,000 |
The table below shows the short-term and long-term variable cash incentives provided for the Chairperson & Chief Executive Officer, Executive Directors and other Senior Executives, at an aggregate level (including all those who held the aforementioned offices during the year, even for only a portion of it).
The "Annual bonus" column includes:
The column "Bonuses from previous years" shows:
Also included are details of the investments held as at December 31, 2021 by Directors, Statutory Auditors and Senior Executives, including those who ceased to hold office during the year, as well as by their spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or nominees, as notified to the Company.
| Party | Office held | Plan | Bonus for the year | Prior year bonuses | ||||
|---|---|---|---|---|---|---|---|---|
| Disbursed/ Disbursable 2021 |
Deferred (in Euro) |
Deffered period |
No more disbursable |
Disbursed/ Disbursable (in Euro) |
Still deffered (in Euro) |
|||
| Giulio Bonazzi | Chairman and CEO | LTI (2018-2020) | - | - | - | - | 146,345 | - |
| LTI (2021-2022) | - | 296,954 | 2 anni | - | - | 74,238 | ||
| Adriano Vivaldi | Executive Director | LTI (2018-2020) | - | - | - | - | 45,310 | - |
| LTI (2021-2022) | - | 148,477 | 2 anni | - | - | 37,119 | ||
| Fabrizio Calenti (*) | Executive Director | LTI (2018-2020) | - | - | - | - | 45,049 | - |
| LTI (2021-2022) | - | - | - | - | - | - | ||
| Franco Rossi | Executive Director | LTI (2018-2020) | - | - | - | - | 31,248 | - |
| LTI (2021-2022) | - | 148,477 | 2 anni | - | - | 37,119 | ||
| Stefano Giovanni Loro | Executive Director | LTI (2018-2020) | - | - | - | - | 32,290 | - |
| LTI (2021-2022) | - | 148,477 | 2 anni | - | - | 37,119 | ||
| Totale | - | 742,385 | - | - | 300,242 | 185,596 | ||
| Dirigenti con Responsabilità Strategica | ||||||||
| Totale compensi Dirigenti con Responsabilità Strategica (9) | - | 475,126 | - | - | 75,777 | 118,782 |
(*) Period of office till June 30, 2021.
| Party | Office/Role | Shareholding held (directly or indirectly) |
|---|---|---|
| Directors | ||
| Giulio Bonazzi | Chairman and CEO | 29,803,036 |
| Adriano Vivaldi | Executive Director | 253,296 |
| Franco Rossi | Executive Director | 179,012 |
| Simona Heidempergher | Director | - |
| Francesco Profumo | Director | - |
| Ilaria Maria dalla Riva | Director | - |
| Margherita Elena Maria Zambon | Director | - |
| Silvana Bonazzi | Director | - |
| Stefano Giovanni Loro | Executive Director | 5,500 |
| Statutory Auditors | ||
| Poggi Longostrevi Stefano | - | |
| Bompieri Beatrice | - | |
| Solimando Bettina | - | |
| Senior Executives | ||
| Sergio Calliari | 62,005 | |
| Karim Tonelli | - | |
| Mark Kruger | - | |
| Alessandro Milholo Coelho | - | |
| Denis Jahic | - | |
| Gregor Kranjc | - | |
| Sasa Muminovic | - | |
| Andrea Pugnali | - |
Aquafil S.p.A.
Arco, March 15, 2022
On behalf of the Board of Directors
Mr. Giulio Bonazzi Chairperson
Via Linfano, 9 38062 Arco (Tn) T +39 0464 581111 F +39 0464 532267
www.aquafil.com [email protected]
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