Remuneration Information • Jul 7, 2021
Remuneration Information
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approved by the Board of Directors of Banca Ifis S.p.A. on 24 June 2021
Following the approval on 22 April 2021 by the Shareholders' Meeting of the 2021 Report on the remuneration policy and remuneration paid (the "Policy"), the Bank offered insight and reflections on the introduction of a new variable remuneration tool which - also in compliance with the principles of regulatory legislation, where mediumlong term orientation is one of the fundamental objectives of the regulation - is aimed at strengthening the alignment of interests between top management and all stakeholders of the Bank and the Group, also encouraging them to achieve the longterm objectives of the Bank ((as reflected in the strategic plan, which is currently being defined) and also promoting their retention.
In this regard, the Board of Directors, on the proposal of the Remuneration Committee, on 24 June 2021, resolved to submit for the approval of the Shareholders' Meeting, pursuant to the provisions of the Bank of Italy Circular no. 285/2013 (as updated) and art. 123-ter of the TUF, this addendum to the Policy, in order to provide, in the same, the possibility for the Bank to adopt and initiate a long-term incentive plan for the threeyear period 2021-2023 for the Chief Executive Officer as well as for any other top managers of the Bank (the "2021-2023 LTI Plan"), described below and in the information document prepared pursuant to art. 114-bis of the TUF.
Since this is a plan based on financial instruments, its approval was also submitted by the Board of Directors, on the proposal of the Remuneration Committee (which, for this purpose, received the favourable opinion of the Competent Functions of the Bank and availed itself of the assistance of independent external consultants1 ) and subject to the favourable opinion of the Board of Statutory Auditors, for approval by the Shareholders' Meeting, pursuant to the provisions of art. 114-bis of the TUF.
For every other aspect of the Bank's remuneration policy, the provisions of the First Section of the Report on the remuneration policy and remuneration paid in 2021 approved by the Bank's Shareholders' Meeting on 22 April 2021 continue to be fully applied, and is attached here.
1 In particular, of the consulting firm Willis Towers Watson (as regards the analysis of market practices and the related, consequent, reflections), of Studio BonelliErede (as regards the technical-legal profiles) and Studio WePartners (as regards the determination of the fair value of the financial instruments underlying the plan).
The 2021-2023 LTI Plan is a stock option plan that provides for the assignment to the Chief Executive Officer (and to other beneficiaries who may be subsequently identified), free of charge, of a certain number of options that will give the right to purchase, at a specific strike price, a corresponding number of shares of Banca Ifis S.p.A.
These options will become exercisable after a three-year vesting period (2021, 2022 and 2023), subject to the fact that, at that date, the relationship between the Bank and the Chief Executive Officer (and any other beneficiaries) is still in place (except as provided below in the case of a good leaver), as well as the achievement of predetermined quantitative and qualitative, financial and non-financial objectives linked to the Bank's long-term strategies.
The objectives have been identified (and parameterized in the relative weights) in light of the situation of the Bank and the dynamics and practices recorded on the reference market, as represented, in a nutshell, in the following table:
| Type | Objective | Weight |
|---|---|---|
| Market indicators | Relative TSR vs | 25% |
| Peer Group2 | ||
| Economic-financial | Pre-tax profit3 | 25% |
| indicators | Cost/Income Ratio4 | 20% |
| Gross NPE Ratio5 | 15% | |
| ESG indicators | In line with the provisions | 15% |
| of the strategic plan |
As regards the Relative TSR objective, the same will be measured, in the three reference years of the Plan, with respect to a peer group that includes the following subjects (comparable with Banca Ifis in terms of the business model and share performance):
| Peer Group | ||
|---|---|---|
| Banca Farmafactoring | Credem | |
| Banca Sistema | Illimity | |
| Banco BPM | Intesa San Paolo |
2 By this we mean the Total Shareholders Return relating to the peer group indicated below.
3 As represented in the consolidated financial statements of the Group under the item "Pre‐tax profit from continuing operations".
4 As represented in the consolidated financial statements as the reclassified Cost/Income Ratio, where the net impairment losses/reversals on receivables of the "acquired" NPL segment were entirely reclassified to Interest receivable and similar income to present more fairly this particular business for which net impairment losses represent an integral part of the return on the investment.
5 Calculated as the ratio of gross impaired credit to total gross lending. Indicator calculated at the level of the Banking Group, excluding the "acquired" NPL segment. The indicator includes Ifis Rental Srl and does not include government securities which are classified in the financial statements as loans to customers. The indicators are calculated net of the Purchasing Price Allocation (PPA) effect.
| Banco di Desio | Mediobanca |
|---|---|
| BPER | Unicredit |
The number of options accrued on the basis of this indicator will be calculated on the basis of the Bank's ranking with respect to the peer group mentioned above according to the following incentive curve:
| Ranking | Options accrued |
|---|---|
| Banca Ifis position higher than or | Maximum level of options assigned |
| equal to 9th decile | (100%) |
| Banca Ifis position lower than 9th | Options assigned target level (75%) |
| decile but greater than/equal to | |
| 3rd quartile | |
| Banca Ifis position lower than | Minimum level of options assigned (50%) |
| 3rd quartile but higher/equal to the | |
| median | |
| Banca Ifis position below the median | No accrued options |
As regards the economic-financial indicators and ESG indicators, given that the 2021-2023 LTI Plan represents a tool to incentivize the CEO (and any other beneficiaries) to achieve long-term objectives for the Bank, as will be reflected in the strategic plan (currently being drawn up), the specific targets underlying these indicators will be defined in greater detail and adjusted if necessary following the definition of the strategic plan, to always ensure maximum consistency and interconnection between the two. Furthermore, despite the overall weight assumed for the economic-financial indicators (equal to 60%), the specific weight of each sub-indicator may also be subject to adjustments also to take into account the weight that each of them will have in the strategic plan.
As for ESG indicators, it is currently assumed that they may include targets linked to environmental indicators (so-called Enviromental), on the so-called Social (including, for example, the development of social impact hub programs, in compliance with the Code of Ethics related to customer assistance, development of cultural and artistic heritage, etc.) and so-called Governance (including, for example, objectives on gender diversity, the reduction of the gender pay-gap, participation in ESG indices, etc.), subject to confirmation based on what will be definitively indicated in the strategic plan. All indicators will also be linked to objectively measurable objectives.
The specific targets – within the limits of the confidentiality requirements relating to highly sensitive data - will therefore be disclosed in the next Remuneration Report (following the approval of the new strategic plan).
The final assessment of the degree of achievement of the objectives with respect to the targets set will be carried out after the end of the performance period of the Plan (and therefore at the beginning of 2024).
As regards the number of options to be assigned to the Chief Executive Officer, this was determined in compliance with the limit on the ratio between variable and fixed remuneration envisaged by the applicable regulations and the Bank's remuneration policies (currently equal to 1:1).
Taking into account that the Chief Executive Officer already participates, for 2021, in the annual incentive system with a target amount equal to 60% of the fixed remuneration, the remuneration amount that, for the current year, can be allocated to the 2021-2023 LTI Plan (and on which to calculate, therefore, the value of the options underlying the Plan; see next paragraph) is equal to up to 40% of the fixed remuneration6 . As regards, instead, the subsequent years (2022 and 2023) - assuming to proceed with an increase in the maximum ratio between variable and fixed remuneration from 1:1 to 1.5:1 (to be submitted, once the applicable procedures have been completed, for approval by a subsequent shareholders' meeting to that called for 28 July 2021), the amount available to serve the 2021-2023 LTI Plan would be increased up to 70% of the fixed remuneration on an annual basis7 . Therefore, as regards the position of the Chief Executive Officer, the 2021-2023 LTI Plan will weigh, in the first financial year (2021), up to 40% of the fixed remuneration while, for the following financial years (subject to approval by the shareholders' meeting raising the ratio from 1:1 to 1.5:1 and confirming the stability agreement also in subsequent years), up to 70% of the fixed remuneration8 .
As for any additional beneficiaries (which will be identified later on), the related pay-ratio will also be determined within the limits of the ratio between fixed and variable remuneration in force at the time and, within these limits, indicatively within a ratio consistent with the provisions of the Chief Executive Officer.
In order to determine the options potentially attributable within the fixed/variable ratio limit and pay-ratio indicated above, the value of the options was assessed with the help of independent experts. This assessment was carried out according to the ordinary models of valuation of optional instruments used in practice that appreciate the financial value of time (in this case, the binomial model), regardless of the consideration of any effects on the value of the setting, as part of the 2021-2023 LTI
6 The Chief Executive Officer has, in fact, also entered into a stability agreement (backed by penalties) with the Bank, under which, in April 2022, he will be paid an amount equal to €162,000 gross. This amount, in line with the provisions of regulatory legislation, will be calculated for the purposes of the fixed/variable ratio entirely in 2022.
7 Which, added to the annual variable remuneration (equal to up to 60% of the fixed remuneration), would bring the fixed/variable ratio of the Chief Executive Officer to approximately a total of 130%, so as to leave an amount available, within the limit of 150%. (where appropriate for any further stability agreements for financial years after 2022.
8 Similarly, if the increase in the fixed/variable ratio to 1.5:1 is not approved, the amount of variable compensation to be allocated to the Plan also for the financial years 2022 and 2023 could be equal to a maximum of up to 40% of fixed compensation on an annual basis.
Plan, of quantitative and qualitative objectives and constraints for exercise of the options9 .
The unit value of the options to be considered for the purposes of the plan was equal to €2.00 for each Option, assuming that the strike price is commensurate with the average of the official stock market prices of the 30-day period prior to the assessment and approval of the Plan to be submitted to the meeting by the competent bodies10and that the economic value of the Bank is determined on the basis of this same indicator.
In light of this value, the maximum number of options that can potentially be assigned to the Chief Executive Officer for the entire three-year period of reference (in the hypothesis of a 1:1 ratio for the first year and a 1.5:1 ratio for the following two years and confirmation, also for subsequent years, of the stability agreement and relative consideration) is currently equal to approximately 696,000 options, each of which would give the right to a single share of Banca Ifis S.p.A.
As for the "strike price" - that is, the price at which the beneficiaries, upon the occurrence of the conditions of the 2021-2023 LTI Plan, will be able to purchase the shares on the various dates of assignment of the stock options - the same, determined as indicated above, is equal to €12.92.
Finally, with particular reference to the financial instruments serving the Plan, it was resolved11 to use, subject to the approval of the Shareholders' Meeting, shares of the Bank deriving from the purchase of treasury shares, without prejudice, in any case, to the Bank's right to use even phantom stock options, also should this be necessary in order to be able to include in the Plan beneficiaries other than just the Chief Executive Officer.
The options will vest on the basis of the degree of achievement of the objectives, according to the incentive curve defined according to the following configuration:
10 In particular, the 30 days prior to June 18, 2021.
9 This choice was made from a prudential point of view in determining the number of optional instruments to be assigned, due to the fact that the consideration of the exercise restrictions would probably have led to an even significantly lower estimate of the fair value of the options (and therefore could have led to a greater number of options potentially attributable to the beneficiaries).
11 As regards the number of shares subject to the request for authorization to purchase treasury shares, given the need to obtain a provision that can also be used for any additional beneficiaries, it was resolved to set a number equal to those hypothesized in favour of the Chief Executive Officer, increased by a further 50% (without prejudice to the possibility of also using phantom stock options should this number prove insufficient).
Any options accrued on the basis of the degree of achievement of the objectives will be assigned and will become exercisable according to the terms and conditions established at the time, in compliance with the regulations, by the Bank's remuneration policies (in terms of access gates, periods of deferral, minimum holding periods, malus and clawback mechanisms, etc.).
In particular:
d) the incentive covered by the 2021-2023 LTI Plan will also be subject to the ex post correction mechanisms (malus and clawback) upon the occurrence of the cases envisaged by the remuneration policies.
In this regard, given the particularly long reference period of the 2021-2023 LTI Plan, with specific reference to the 2021-2023 LTI Plan:
Finally, the 2021-2023 LTI Plan provides for the usual clauses of good and bad leavership12, in the hypothetical case of termination of the relationship between the beneficiary and the Bank before the end of the vesting period and during the subsequent deferral period.
In particular, the 2021-2023 LTI Plan provides for:
Furthermore, as specified above, in order to further favour retention, it was assumed that any termination of the relationship with the Chief Executive Officer (and with any other beneficiaries of the 2021-2023 LTI Plan) in cases of bad leavers during the deferral period will imply the loss of all rights in relation to the instalments still subject to deferral (with maintenance, however, of all rights to the deferred instalments in the event of termination in the case of a good leaver).
12 In which further cases of good leavership may be included, such as death cases, permanent disability, etc.
Following the approval by the Shareholders' Meeting of the 2021-2023 LTI Plan, the Board of Directors will (again on the proposal of the Remuneration Committee and subject to the favourable opinion of the Board of Statutory Auditors) approve the regulation of the 2021-2023 LTI Plan, identification of any beneficiaries (additional to the Chief Executive Officer) and the definition of the target benefit for each, by granting a mandate to a member of the Board of Directors and/or to a specific Company Function in order to implement the 2021-2023 LTI Plan, with delivery, among other things, to the beneficiaries, of the letters of assignment and adhesion to the Plan.
1 Banca Ifis | Report on the remuneration policy and remuneration paid
Dear Shareholders,
pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (TUF [Italian Consolidated Finance Act], hereafter "TUF"), you are called to decide for or against Section I of this report.
With this report, Banca IFIS S.p.A.'s Board of Directors aims to comply with the requirements of Article 123 ter of TUF, banking industry regulations and the corporate governance rules contained in the Corporate Governance Code, as specified below.
In light of the opportunity provided by Appendix 3A, Template no. 7-bis of the "Issuer Regulations", to comply, in a single document, with the requirements of Article 123-ter of CFA/TUF and with the Bank of Italy's Supervisory Provisions on remuneration, this report includes additional information, in aggregate form, on so-called "Risk Takers" not included within the scope of the above article of TUF.
Detailed information is also supplied regarding the contents of the "Information Document on Remuneration Plans Based on Financial Instruments" (pursuant to Article 114-bis of CFA/TUF and Article 84-bis of Consob's [Italian Financial Market Regulatory Authority] Issuer Regulations). The Report on the Remuneration Policy and Remuneration Paid and the Information Document on Remuneration Plans Based on Financial Instruments are available at: http://www.bancaifis.it/Corporate-Governance/Assemblea-degli-Azionisti.
Information on the requirements of reporting to the public pursuant to the Supervisory Provisions for banks – Bank of Italy Circular no. 285 of 17 December 2013 – on corporate governance, can be found in the Report on corporate governance and shareholding structures which can be found at http://www.bancaifis.it/Corporate-Governance/Documenti-Societari
Sebastien Egon Fürstenberg Chairman Banca Ifis
| Introduction | ||
|---|---|---|
| 1.1. | Applicable Provisions | |
| 1.2. | Report Structure | |
| SECTION I - Remuneration and incentive policies | ||
| 1. | Bodies and subjects involved in the preparation, approval and possible revision of the remuneration policy and responsible for its correct implementation |
|
| 1.1 | The Shareholders' Meeting | |
| 1.2 | The Board of Directors | |
| 1.3 | The Remuneration Committee | |
| 1.4 | The Chief Executive Officer and General Manager | |
| 1.5 | The Control Functions and the other structures involved | |
| 2. | Principles and purposes of the remuneration and incentive policies and gender neutrality13 | |
| 3. | Results of the vote of the 2020 Shareholders' Meeting and main changes compared to the previous financial year |
|
| 4. | Recipients and policy related to the key personnel identification process | |
| 5. | Contents of the 2021 Policy | |
| 5.1 | Remuneration structure | |
| 5.2 | Variable remuneration system: access conditions | |
| 5.3 | (continues): malus and clawback clauses and prohibition of hedging strategies | |
| 5.3.1. | Clausole di malus | |
| 5.3.2. | Claw back clauses | |
| 5.3.3. | Ban on hedging strategy | |
| 5.4 | (cont.): structure of variable component for key personnel | |
| 5.5 | Remuneration for the Directors and Statutory Auditors of the Parent Company | |
| 5.6 | (cont.): remuneration of the Directors and Statutory Auditors of the Subsidiaries | |
| 5.7 | Parent Company's Chief Executive Officer and General Manager's remuneration 24 | |
| 5.8 | Remuneration of other key personnel at Group level | |
| 5.9 | Remuneration of the Control Functions and of the Human Resources function | |
| 5.10 | Implementation methods for the Bank of Italy Provisions on transparency of the banking and financial transactions and services - the Group's sales network |
|
| 5.11 | Remuneration of Financial Agents | |
| 5.12 | Remuneration of non-employee contract workers | |
| 6. | Treatment for termination of office or of employment and the non-competition agreement31 | |
| 6.1 | Treatment for termination of office or of employment for key personnel. | |
| 6.2 | Treatment for termination of office or of employment for personnel that are not key personnel33 | |
| 6.3 | Non-competition agreements | |
| 7. | Implementation of Policies in Subsidiaries | |
| 8. | Exemptions | |
| SECTION II | ||
| Part One |
| Part Two: remuneration paid in 2020 42 |
|
|---|---|
| Table 1: remuneration paid to members of the administration and control bodies, general managers and other executives with strategic responsibilities (figures in thousands of euros)42 |
|
| Other tables: monetary incentive plans for members of the administration bodies, general managers and other executives with strategic responsibilities50 |
|
| TABLE 3A: Incentive plans based on financial instruments, not stock options, for members of the administration bodies, general managers and other executives with strategic responsibilities50 |
|
| TABLE 3B: monetary incentive plans for members of the administration bodies, general managers and other executives with strategic responsibilities. 51 |
|
| Schedule relating to the shareholdings of directors, statutory auditors, the general manager and other executives with strategic responsibilities52 |
|
| Table 1: shareholdings of members of the administration and control bodies and the general managers52 | |
| Table 2: shareholdings of the executives with strategic responsibilities54 | |
| Other tables54 | |
| Results of the audits conducted by the Internal Audit Department 58 |
|
| Policy relating to the key personnel identification process59 | |
The Remuneration Report (hereinafter the "Report") was prepared for the Banca Ifis Group (the "Group") in accordance with:
The provisions of the "Corporate Governance Code" and the format of Borsa Italiana S.p.A. were also considered for the Report on Corporate Governance and Shareholding Structure in accordance with art. 123 bis of the TUF.
Based on the current provisions, as mentioned above, this Report is divided into the following sections:
123-ter of TUF (in addition to the illustration of how Banca Ifis took into account the vote expressed in 2020 on Section II of the report on the remuneration policy and on the remuneration paid in 2020);
o in the second part there is an analytical report, in tabular form, as indicated in Annex 3A, Template no. 7 bis of the Issuers' Regulations (updated with the amendments made by resolution no. 21623 of 10 December 2020), of the remuneration paid during the year 2020, for any reason and in any form, by the company and by subsidiaries or associates; the additional information required pursuant to Article 450 of Regulation (EU) of 26 June 2013, no. 575 is also given in tabular form for Banca Ifis and for the other companies of the Group.
For incentive plans based on financial instruments, detailed information is contained in the Information Document on Remuneration Plans Based on Financial Instruments.
The main Parent Company bodies and personnel involved in the preparation, approval and possible review of the remuneration and incentive policy are:
The role of these members of personnel is described in the Articles of Association and/or in the corporate regulations as specified below.
No independent experts were involved in the preparation of the remuneration policy.
The ordinary Shareholders' Meeting, in accordance with the provisions of Article 10 of the Articles of Association, in addition to establishing the remuneration due to the bodies appointed by the same, approves:
Pursuant to the same article, the Shareholders' Meeting may also:
The Board of Directors, in accordance with the provisions of Article 14 of the Articles of Association, has exclusive competence in the resolutions concerning:
According to the provisions of Article 14 of the Articles of Association, the Board is vested with all the powers of ordinary and extraordinary administration, excluding only those that the law strictly reserves for the Shareholders' Meeting. Furthermore, the Board of Directors is solely responsible for the resolutions concerning, among other things:
In addition, pursuant to Article 10 of the Articles of Association, the Board of Directors, with the favourable opinion of the Board of Statutory Auditors, may determine the remuneration of Directors assigned special tasks.
The Board of Directors is also involved in the key personnel self-assessment process and in the possible procedure to exclude personnel, as specified in Annex 1 of this Report ("Policy related to the key personnel identification process") and periodically reviews the relative criteria.
The Remuneration Committee is an internal committee within the Parent Company's Board of Directors and provides support to the Board of Directors in defining the Group's remuneration and incentive policies. Specifically, the Committee:
The President of the Committee reports to the Board of Directors on the activities carried out, at the Board's next meeting. The Committee also assesses, at least annually, the adequacy, overall consistency and effective application of the Group's remuneration policies, and reports to the Parent Company's Shareholders' Meeting on the activities carried out.
The Remuneration Committee is made up of three members chosen from among the non-executive members of the Parent Company's Board of Directors, the majority of whom are independent. As approved by the Board of Directors at its meeting of 19 April 2019, the members of the Committee are:
The Remuneration Committee is chaired by the director Antonella Malinconico2 .
The term of office of the members of the Remuneration Committee is equivalent to that of the Board of Directors which appointed it, whose early termination, for any reason, determines the simultaneous termination of the Remuneration Committee.
The Remuneration Committee is appointed for three years and meets periodically, including by video link/telephone, whenever the need arises in relation to the tasks assigned to it.
If one or more members of the Committee are no longer in office, the Board of Directors may appoint new ones and/or replace these members.
As established by current Regulations, the President of the Parent Company's Board of Statutory Auditors, or another Standing Auditor delegated by them on a case by case basis, attends Committee meetings. Other members of the Board of Statutory Auditors may attend, as may, where issues affecting them are not on the agenda, the Parent Company's CEO and General Manager.
As a way of avoiding and managing conflicts of interest, it is also established that no Director may attend meetings of the Committee in which proposals are formulated for submission to the Board of Directors regarding their own remuneration.
The President of the Committee assesses, in relation to the matters to be discussed, the need to involve the Head of Risk Management to ensure that the incentive schemes are properly adjusted to take account of all the risks assumed by the Group, according to methods that are consistent with those adopted for risk management for regulatory and internal purposes.
The Committee may avail itself and/or request the presence of:
The Committee may access all company information deemed relevant for the performance of its tasks and may have autonomous use of a set of financial resources to the limit established by the Board and with the requirement of reporting on the use of funds, at least once a year, usually during the review of the Report on Corporate Governance and Shareholding Structures.
Summary minutes of Committee meetings are prepared, which are to be signed by the Members.
In 2020, the Committee met a total of eleven times.
1 Prof. Malinconico took over from Prof. Arduini as President of the Remuneration Committee with effect from 15 October 2020.
2 The chairmanship of the Remuneration Committee lasts eighteen months from the date of appointment, unless the office of director or member of the Remuneration Committee is forfeited, revoked or the person resigns. When the presidency expires, the Board of Directors confers the office of President to a different member of the Remuneration Committee holding the aforementioned requirements.
The meetings were preceded by discussion among the members and/or by prior individual examination of documentation.
The average duration of the meetings was around an hour.
The Committee did not use external consultancy services.
In 2020, the members of the Committee took part in all eleven meetings held.
The CEO attended two meetings where in any case issues not pertaining to him were due to be discussed. The President of the Board of Statutory Auditors also attended more than half the meetings and, on several occasions, other Standing Auditors also attended.
During these meetings, the Committee gave its opinion in relation to the following topics:
During 2020, there was no need to use the financial resources available to the Committee for the performance of its duties.
The CEO, as defined pursuant to Article 15 of the Articles of Association, is responsible for implementing strategic directions and business management, and makes use of General Management.
Regarding personnel management, the CEO is responsible for:
As per Article 17 of the Articles of Association, the General Manager implements the CEO's management directives and assists the CEO in carrying out the Board of Directors' resolutions.
Therefore, the General Manager also has the task of making proposals to the CEO regarding the contents of the employee management process.
The control functions work together, each within their scope of responsibility, to ensure the remuneration and incentive policies are adequate and comply with current legislation and that they operate correctly.
For that purpose, the Parent Company's control functions and those of subsidiaries work together and exchange important information, in particular:
Other Parent Company facilities involved in the preparation and implementation of the remuneration policy, also with reference to Subsidiaries, are:
The Parent Company, on exercising its management and administration powers, defines this Group remuneration and incentive policy in accordance with the characteristics of the Group and each of its subsidiaries, and in compliance with current legislation and regulatory provisions.
The remuneration policy has an annual duration.
The remuneration and incentive policy is defined by the Parent Company with the aim of attracting, motivating and retaining people possessing the professional qualities required to profitably pursue, in accordance with corporate values and according to a policy of prudent risk management (in line with the defined as part of the provisions on the prudential control process), the short and/or medium-long term objectives related to the strategic objectives of the Group, thus contributing to the achievement of results aimed at strengthening the operational and economic solidity and financial position of the Company in the long term and to safeguard the sustainability of the Banca Ifis Group.
The remuneration and incentive policy was defined taking into account the remuneration and working conditions of its employees, the provisions of collective bargaining (applicable from time to time), without referring to the remuneration policies of other companies.
Banca Ifis Group's remuneration and incentive system is based on the following principles:
Starting in year 2019, the Bank launched a remuneration control and benchmarking project to identify its market position in terms of being able to attract talent and competitivity.
In this context, the Bank also activated a process to correctly assess gender parity. That project will be developed further in the current year and will focus on gender neutrality for which control of the following elements will also be considered:
The overall salary gap for gender and its development will then be monitored when reviewing remuneration policies. In particular, by monitoring the ratio and its development over time between average salary of male and female personnel.
Below are the results of the Shareholders' Meeting vote of 23 April 2020 in relation to Section I of the 2020 remuneration policy:
| For | Against | Abstained | Not voting |
|---|---|---|---|
| 36,334,843 | 433,012 | 0 | 0 |
| 98.822% | 1.178% | 0 | 0 |
In light of the positive results of the shareholders' meeting, Banca Ifis decided to submit for the meeting vote a remuneration policy for year 2021 that is essentially consistent with the past, except for adjustments needed, to adopt novelties established by the new Issuers' Regulation and the Corporate Governance Code, as specified below.
3 The paragraph is added consistent with the provision of Directive (EU) 2019/878 of the European Parliament and Council of 20 May 2019 (art. 92, paragraph 2, letter aa)) according to which remuneration policies must be gender neutral.
Remuneration and incentive policies are defined for all Group4 personnel, without prejudice to more detailed requirements for members of staff that have a material impact on the Group's risk profile (so-called key personnel). These individuals are periodically identified by the Parent Company for all companies in the Group, whether or not they are subject to the policy on an individual basis, based on the criteria established in the "Policy related to the key personnel identification process" which forms an integral part of the remuneration and incentive policy; further information is given in Annex 1 of this Report.
Pursuant to the Supervisory Provisions, the Parent Company is required to adopt a policy relating to the process of identifying key personnel.
The policy on the key personnel identification process defines the criteria and procedures used to identify key personnel as well as those for possible exclusion; the evaluation methods, the role performed by the corporate bodies and related company functions for the preparation, monitoring, and review of the identification process.
From the self-assessment process for Group's key personnel, led by Human Resources with the support of Compliance and approved by the Board of Directors of the Parent Company on 25th February 2021 following the favourable opinion of the Remuneration Committee, 66 individuals are identified as key personnel for the Group5 .
The aforementioned subjects are connected to specific categories with specific remuneration criteria, applicable based on a specific company Regulation for management of the key personnel incentive systems.
4 This means members of strategic supervision, management and control bodies, the Parent Company's employees and contract workers and those of its Subsidiaries.
5 It should be noted that the procedure for requesting prior authorisation from the competent authority for the exclusion of one employee (agent in financial activities) falls within the perimeter of key personnel based on the quantitative criteria.
Besides members of the Board of Directors, the CEO, the General Manager and he members of the Boards of Directors of some subsidiaries, the following categories are identified for those purposes:
The Group's key personnel accounts for 3.73% of the total workforce.
Pursuant to the Supervisory Provisions, remuneration is any form of payment or benefit, including any ancillary components (so-called allowances) paid, directly or indirectly, in cash, financial instruments or services or goods in kind (fringe benefits), in exchange for the performance of work or professional services rendered by personnel to the bank or other companies of the banking group. Payments or marginal benefits, granted to staff on a non-discretionary basis, which are part of a general bank policy and which do not produce any effect on the incentive plan for taking on or controlling risks, may not apply.
Fixed remuneration is intended as stable remuneration, calculated and paid based on pre-set, nondiscretionary criteria - such as levels of professional experience and responsibility – that do not create incentives to take on risks and do not depend on the bank's performance.
On this point, please note that:
Variable remuneration is intended as:
Variable remuneration includes:
Moreover, if there are motivated and documented reasons, remuneration may be linked to key resources staying in the company, and, as such, not linked to performance objectives. Any such sums paid as a stability agreement or retention bonus in compliance with the Supervisory Provisions are a form of variable remuneration and as such subject to all applicable rules.
If amounts acknowledged as remuneration linked to the key resources remaining in the company concern key personnel, the Remuneration Committee is suitably notified in advance in order to control and duly motivate that acknowledgement.
Lastly, in exceptional situations the Bank may allocate instruments as an entry bonus, only assigned for the first year of employment and only when prudential requirements have been complied with, when the individual is hired and for attraction purposes, not subjected to the variable remuneration rules and not included in the variable/fixed ratio limit of first year remuneration only when paid in a single solution when the person is hired, pursuant to paragraph 2.1 of Section III of the Supervisory Provisions.
The remuneration offer is completed by various types of benefits, having different gradation in relation to the corporate role and/or to the service reasons. The attribution is summarised as follows: healthcare policy, professional and extra-professional personal accident insurance, life insurance, permanent disability insurance, luncheon vouchers with amounts ranging from €5.16 to €7.00, company contributions to supplementary social security/pension plans (recognised for all employees with permanent employment contracts, with percentages that vary from 1.5% to 5% calculated on all inclusive annual salary (RAL) or based on remuneration for postemployment benefit purposes, except for some previously acquired contracts). In addition to the above, some individuals are assigned a company car, based on internal Policies in force each time. Furthermore, within the Group there is the possibility of assigning short-stay accommodation for service reasons.
All employees can have access to the aforementioned benefits on the basis of internal reference practices and regulations and therefore are not considered as benefits of a discretionary nature.
6 These acknowledgements are in any case paid upon the occurrence of the conditions envisaged for access to the variable (gate), it being understood that, for these "one-off" acknowledgements, mentioned above, the prior resolution of the Board of Directors is envisaged, subject to the favourable opinion of the Remuneration Committee.
7These acknowledgements are not subject to the conditions set out in paragraph 5.2 "Variable remuneration system: access conditions" it being understood that the above "one-off" acknowledgements foresee a Board of Directors' resolution, after favourable opinion by the Remunerations Committee, and will only be allocated if that is compatible with capital levels and with sufficient liquidity to cover Bank activities.
For all Personnel, access to the variable part is subject to meeting the access conditions (so-called "gates) set by the following indicators recorded at the year end date:
Not achieving more than one of the aforementioned parameters in two different areas, excluding the capital solvency one (i.e. Consolidated Total Own Funds Ratio) and not complying with the regulatory minimums, which must be complied with all the time, will block payment of the variable component.
The variable component is also awarded as long as the beneficiary is still in office/employed by the Group and not in his/her notice period for voluntary resignation or dismissal, at the time of payment, except for retirements and the natural expiration of director mandates. Payment of a variable component will also be suspended in case of ongoing disciplinary proceedings for fraud or gross negligence against the Bank or for behaviour that may lead to the individual's dismissal for just cause.
8 "NPL segment" means the NPLs acquired from outside by IFIS NPL Investing and managed in IFIS NPL Servicing
The variable component is subject to the following malus mechanisms which reduce the previously determined amount until it reaches zero before payment, according to the criteria listed in the table below:
| 2 Consolidated Own Funds ratio [ ] |
|||||
|---|---|---|---|---|---|
| <=12,50% | 12,50%< <=13,00% |
13,00%< =13,50% | >13,50% | ||
| ≥ 12% | -100% | -20% | -10% | --- | |
| Group RORAC |
8%< < 12% | -100% | -30% | -20% | --- |
| < 8% | -100% | -40% | -30% | -20% |
Notwithstanding what is set out in the reference national collective bargaining agreement regarding the rights and obligations of employees and in the Disciplinary Code and Code of Ethics in force, the variable component will also be cancelled if the individual has caused or is involved in causing:
or also where,
9 Loss equal to or exceeding 5% of net equity.
10 The Parent Company identifies as a "significant loss" for customers any loss deriving from deviant or non-compliant behaviour with respect to the legal, regulatory, statutory or ethical standards applicable to the Group. In particular, reference is made to cases of internal fraud, complaints accepted due to incorrect behaviour, intentional failure to comply with the delegation system, if these cases have effects on customers. It is understood that if these events occur, all investigations required by the disciplinary procedures provided for by the law and by the National Collective Labour Contract of reference applicable to these cases will be carried out and, should the conditions be satisfied, the more appropriate disciplinary measures will be applied depending on the severity found and the extent of the loss suffered..
The ex post correction mechanisms cannot lead to an increase in the initially recognized variable remuneration or to the variable remuneration previously reduced or made null following the application of malus.
The above criteria are checked in each of the three financial years11 closed following calculation of the variable component (accrual period) and applied when the above-mentioned conditions occur, taking the worst result recorded in the reference period into consideration.
The above criteria are checked in each of the three financial years12 closed following calculation of the variable component (accrual period) and applied when the above-mentioned conditions occur, taking the worst result recorded in the reference period into consideration. Therefore, merely as an example, the malus condition referred to the variable bonus of 2021 will be checked in each of the three years closed after calculation of the variable component (that is 2022, 2023 and 2024) and will be applied if those conditions occur in at least one of the three years observed.
Notwithstanding what is set out in the reference national collective bargaining agreement regarding the rights and obligations of employees and in the Disciplinary Code and Code of Ethics in force, the Group reserves the right to take appropriate actions for the return (clawback) of the variable component recognised and/or paid to personnel when the individual has caused or contributed to causing:
The ex post correction mechanisms cannot lead to an increase in the initially recognized variable remuneration or to the variable remuneration previously reduced or made null following the application of claw back. Those criteria are also checked in each of the three financial years15 closed after calculation of the variable component
11 If these conditions are met in at least one of the three years observed (accrual period), the corrective mechanisms will be applied.
12 Condizione sufficiente all'applicazione dei meccanismi correttivi è il verificarsi delle condizioni citate, in almeno uno dei tre anni di osservazione (accrual period).
13 Loss equal or exceeding 5% of net equity, to be calculated net of elements deriving from extraordinary operations such as: capital increases, company mergers, de-mergers, acquisitions or any other non-recurring transaction that the Board of Directors should deliberate and that could change the value of the indicator.
14 The Parent Company identifies as a "significant loss" for customers any loss deriving from deviant or non-compliant behaviour with respect to the legal, regulatory, statutory or ethical standards applicable to the Group. In particular, reference is made to cases of internal fraud, complaints accepted due to incorrect behaviour, intentional failure to comply with the delegation system, if these cases have effects on customers. It is understood that if these events occur, all investigations required by the disciplinary procedures provided for by the law and by the National Collective Labour Contract of reference applicable to these cases will be carried out and, should the conditions be satisfied, the more appropriate disciplinary measures will be applied depending on the severity found and the extent of the loss suffered.
15If these conditions are met in at least one of the three years observed (accrual period), the corrective mechanisms will be applied.
(accrual period) and are applied when the above conditions are met, except for key personnel for whom that audit must be carried out in each of the following five financial years closed.
Individual employees are strictly forbidden to carry out hedging or insurance strategies on remuneration or on other aspects that may alter or influence the effects of business risk alignment inherent in the remuneration mechanisms applied.
In particular, to ensure that its key personnel are not remunerated or do not receive payments or other benefits via methods that are contrary to the supervisory provisions regarding remuneration and incentive policies and practices, the Parent Company prepares specific individual agreements through which beneficiaries agree:
The types of financial transaction and financial investment carried out by key personnel that could impact the risk alignment mechanisms and, more generally, could prevent the bank from following the supervisory provisions regarding remuneration and incentive policies and practices are only those transactions and investments in financial instruments issued by the bank, including derivatives that are underpinned by these instruments.
The structure of the variable component of remuneration must be compatible with the risk analysis undertaken by the Banking Group and, to be sustainable, it must be compatible with the levels of capital and liquidity in the medium/long-term.
The regulations contained in Supervisory Provisions introduce, related to the balancing the deferred component of variable remuneration, the concept of "particularly high variable remuneration amount"16 with which, at least for top management figures, (i) duration of the deferral period is not less than 5 years, (ii) more than 50% of the deferred part is made up of financial instruments and iii) the percentage to be deferred is not less than 60%.
In compliance with that regulation, the particularly high variable remuneration referred to the Group was identified as € 437,421.25 (equal to 25% of the average total remuneration of Italian high earners, as reported in the most recent report published by EBA)17 .
The Banca Ifis Group is included, on the basis of the size of its assets, of the structure, of the risk and complexity of the activity carried out, in the definition of intermediate-sized banks.
This classification requires application of envisaged regulations only to the key personnel, allowing the application of percentages, deferral and retention periods at least equal to half of those indicated for larger banks and growing according to the characteristics of the banking group.
16 High variable remuneration amount means the lowest between: (i) the 25% of the average total remuneration of Italian high earners, as reported in the most recent report published by EBA; ii) 10 times the total average remuneration of the personnel of the bank. 17 BENCHMARKING OF REMUNERATION PRACTICES AT THE EUROPEAN UNION LEVEL (2017 AND 2018 DATA)
AND DATA ON HIGH EARNERS (2018 DATA) EBA / REP / 2020/20
Given the above, the Banca Ifis Group maintains a variable remuneration structure which is stricter than the minimum regulatory limit set for intermediate banks. Among other things, the deferred portion, the deferral period and the balancing portion of the variable remuneration for persons with variable remuneration of a particularly high amount to those already envisaged were aligned with what is set for the other subjects included amongst key personnel. The variable component may not exceed a 1:1 ratio compared to the fixed component and is determined when the financial statements closed as at 31st December of the previous year are approved.
The number of shares to be assigned is calculated by considering the average share price for the three months before calculation of the variable pay for the period - which shall occur at the date of the Shareholders' Meeting called for approval of the financial statements - as the fair value of the share. The number of shares is determined by rounding to the nearest integer.
In line with market practices, it is appropriate to apply the same rules for deferral and partial payment in Bank treasury shares where the variable remuneration is greater than €70,000 (materiality threshold).
Directors are entitled (in addition to the reimbursement of expenses incurred due to their office) a remuneration determined by the Shareholders' Meeting at the time of appointment, in light of the required commitment, the relevant responsibilities and practices in force for the members of the boards of directors of comparable companies.
The directors who participate in the internal committees of the Board of Directors are granted a further and additional fixed remuneration on the basis of this participation, taking into account the greater commitment required of them and the role (of Chairman or member of the Committee) held by them.
The Board of Directors, on the proposal of the Remuneration Committee and having heard the opinion of the Board of Statutory Auditors, is responsible for determining further remuneration for directors vested with particular offices (or special duties) pursuant to Article 2389, paragraph 3 of the Italian Civil Code also having regard, where appropriate, to corporate results.
18 Period after which the shares may be assigned.
19 Period in which the sale of shares is prohibited.
There are no incentive mechanisms for Non-Executive Directors, including the President.
The members of the Board of Statutory Auditors are entitled (in addition to the reimbursement of expenses incurred due to their office) a fixed annual remuneration determined by the Shareholders' Meeting at the time of appointment in the light of the expertise, professional requirements and commitment required for the significance of the role held (of chairman or member of the Board) and the Company's size and structure and its situation.
Any form of variable remuneration is precluded for the members of the Board of Statutory Auditors.
Without prejudice to the principle that the members of the Board of Directors who perform other roles within the Group as employees of the Parent Company do not normally receive any compensation or, if received, it is transferred to the Parent Company, the Shareholders' Meeting of the individual subsidiary company determines the remuneration of its directors in respect of an overall maximum limit not exceeding 50% of the total amount of compensation that can be assigned to the members of the Board of Directors of the Parent Company.
The Shareholders' Meeting of the individual Subsidiary determines the remuneration of its Board of Statutory Auditors in respect of an overall maximum limit not greater than 50% of the total amount of compensation assigned to the Board of Statutory Auditors of the Parent Company. No incentive mechanisms are available for members of the Board of Auditors and there is no form of variable remuneration.
The remuneration of the Chief Executive Officer and the General Manager is currently made up of (and without prejudice to the possibility for the Bank to attribute specific remuneration treatment to them in line with what is set forth in this policy) the following elements:
With specific reference to variable remuneration, the Chief Executive Officer and the General Manager can be acknowledged an annual variable amount of up to 60% the gross annual fixed remuneration identified as at 31 December of the year prior to the one of reference, subordinate to controls, by the Board of Directors that the following targets have been achieved, each with its own weight as shown in the table:
| Executives | RORAC/RORAC* | COST INCOME*/COST INCOME |
Variable fee limit on RAL measured as at 31 December of the year prior to the one of reference |
|---|---|---|---|
| CEO | 60% | 40% | 60% |
| GM | 60% | 40% | 60% |
and therefore:
the portion of the variable remuneration referred to the RORAC is recognised starting from a threshold value of the indicator [RORAC / RORAC *]20 of 80% and the relative amount is determined according to the degree of exceeding of the threshold value according to a linear progression as exemplified by the following table:
| actual value of the indicator [RORAC/RORAC*] |
RORAC component value | RORAC component value on annual variable remuneration |
|---|---|---|
| 80% | 60% | 21.6% |
| 85% | 70% | 25.2% |
| 90% | 80% | 28.8% |
| 95% | 90% | 32.4% |
| 100% | 100% | 36.0% |
the portion of the variable remuneration referred to the COST INCOME is recognised starting from a threshold value of the indicator COST INCOME *21/COST INCOME of 90% and the relative amount is determined according to the degree of exceeding of the threshold value according to a linear progression as exemplified by the following table:
| final value of the indicator [COST INCOME*/COST INCOME] |
COST INCOME component value |
COST INCOME component value on annual variable remuneration |
|---|---|---|
| 90% | 60% | 14.4% |
| 92.5% | 70% | 16.8% |
| 95% | 80% | 19.2% |
| 97.5% | 90% | 21.6% |
| 100% | 100% | 24.0% |
20 Dove RORAC* è il RORAC derivante dall'obiettivo prospettico approvato dal Consiglio di Amministrazione per l'esercizio di riferimento. 21 Where COST INCOME * is the COST INCOME resulting from the prospective objective approved by the Board of Directors for the reference year.
The variable remuneration share referred to COST INCOME is however zeroed if the final COST INCOME should be higher than the tolerance threshold established in the RAF in force.
Remuneration for remaining key personnel is made up of an all inclusive annual salary (RAL) and a variable component defined in advance for each individual, in relation to their role (without prejudice, in any case, to the limit on the variable/fixed ratio equal 1:1)22, based on predefined criteria and on three pillars:
| Executives | Senior Management Qualitative Assessment |
Cost/income ratio |
Economic, commercial and operating objectives and satisfying customers (MBO) |
|---|---|---|---|
| Executives with strategic responsibilities for key business units |
20% | 20% | 60% |
| Executives with strategic responsibilities |
20-30% | 20% | 50-60% |
| Heads of business units | 20% | 20% | 60% |
| Heads of risk management units | 30% | 20% | 50% |
| Heads of key operating units | 40% | 20% | 40% |
| Heads of service, consultancy and support units |
50% | 20% | 30% |
The MBO System is structured in such a way as to make transparent the link between economic recognition and the degree of achievement of annual objectives.
The assessment method applied for the first two pillars (Top Management Assessment and Cost/Income Ratio) uses the same criteria for all subject categories, even if weighted differently.
Allocation of the variable component is subject to quality evaluation that can be expressed on a scale of five levels of judgement and includes information on the following objectives:
Each grading equates to a percentage of variable component to be allocated according to the following scale:
22 Without prejudice to the limit of the variable / fixed ratio with reference to the control functions as explained below and equal to 1: 1/3 of the fixed remuneration.
| Excellent | Good | Average | Almost Average/Insufficient |
|---|---|---|---|
| 100% | 80% | 50% | 0% |
The Remuneration Committee has a consultative role in determining the remuneration criteria that are subject to annual examination by the Board of Directors.
Subsequent work on fixed and/or variable remuneration is defined by the CEO and the General Manager under the criteria specified below. At least annually, the CEO informs the Remuneration Committee on the decisions taken.
The remuneration package for key personnel belonging to the control functions (Risk Management, Compliance, Internal Audit, Anti-Money Laundering, and Financial Reporting Officer) and to Human Resources is made up of a main fixed component and a small variable part which is attributed annually based on quality and efficiency criteria and in accordance with the Supervisory Provisions.
During recruitment, subject to consultation with and proposal by the Remuneration Committee, determination of remuneration is the responsibility of:
At least annually, the Remuneration Committee analyses individual positions and, in consultation with the CEO and the General Manager, regarding the Heads of control functions and of Human Resources function, expresses its opinion and formulates proposals to the Board of Directors.
Allocation of the variable component is subject to prior quality evaluation that can be expressed on a scale of five levels of judgement and includes information on the following objectives:
Each grading equates to a percentage of variable component to be allocated according to the following scale:
| Excellent | Good | Average | Almost Average/Insufficient |
|---|---|---|---|
| 100% | 80% | 50% | 0% |
without prejudice to limit between the fixed and variable components which, for key personnel belonging to business control functions cannot in any case exceed the ratio of 1:3.
As was said above, to decide the compensation of key personnel belonging to control functions and Human Resources, incentive mechanisms connected to the economic results of both Banca Ifis and the Group as a whole are excluded, as is shown in the following table:
| Executives | Senior Management Qualitative Assessment |
Cost/income ratio |
MBO | % max variable remuneration payable on previous year's RAL |
|---|---|---|---|---|
| Executives with strategic responsibilities for control functions |
100% | - | - | 33% |
| Heads of control functions and Head of Human Resources |
100% | - | - | 33% |
For Executives with strategic responsibilities for Control Functions, for the Heads of Control Functions and for the Head of Human Resources, Qualitative Assessment is the only pillar applied.
This paragraph would like to give specific evidence of implementation of the Bank of Italy Provisions on transparency in transactions and bank and financial services - Correctness of relations between intermediaries and customers (hereinafter Transparency Provisions), published by the Bank of Italy through its Provisions of 19th March 2019 which adopted the Guidelines of the European Banking Authority concerning remuneration policies and practices related to the sale and supply of retail banking services. For that purpose, a new notion has been introduced, that of "key personnel", including personnel offering products to customers, interacting with them, as well as those the personnel report to hierarchically.
On this assumption, as required by the regulation, here below please find indication of the number of key personnel and credit brokers23 forming the Group's sales network to which the remuneration policies described in this Report shall apply.
23 "Financial Agents, credit brokers as well those other than the lender who, when exercising their commercial or professional activities, finalise the lender's loan contracts or present or propose loan contracts or other preparatory activities in view of those contracts being finalised."
Personnel belonging to this key personnel category total 199, of which 165 are those offering products to customers and 3424 are those to whom the former report hierarchically. The internal sales network includes the following products /Business areas:
For what concerns credit brokers, the agent network counts a total of about 165 agents supporting the Lease and CQS products.
The Bank also has a total of 34 agreements with credit brokers as part of its factoring product and/or mortgages. Having said that, for what concerns the remuneration policies and practices for key personnel and credit brokers, they do not cause incentives that can induce the sales network to pursue its own interests or those of the Bank or to cause prejudice for customers in product offer terms. Above all, that is ensured by how the Bank's commercial units are structured. They, in turn, mirror an organisation establishing segregation and separation of the single Bank businesses. For that purpose, it also foresees structures designed and dedicated to assessing transactions, that guarantee downstream control of the sales process for what concerns the evaluation of creditworthiness and the approval of transactions, consistent with the delegation system for taking on the credit risk.
The variable remuneration system for the internal sales network is defined by the CEO, illustrated to the Remuneration Committee and communicated to the Board of Directors of the Parent Company and the Subsidiaries where present. These are diversified systems of variable remuneration for people who actively create income or acquire new customers and their managers/coordinators. They must be financially sustainable and reward merit in the creation of long-lasting economic value.
The variable component of key personnel is suitably balanced compared to the fixed remuneration component and is also anchored to both qualitative and quantitative criteria, to the extent that the performance assessment can have an impact on the bonus amount and even zero it. Please also note that the relative bonus systems are subject to corrective mechanisms for the variable (malus/claw back clauses) that can consent to their reduction (even significant) or them even being zeroed25 .
The incentive systems for the sales network (commercial network) are established annually identifying quantitative Key Performance Indicators (such as: net banking income, the number of customers started, new business volumes, customer sizes in turnover terms, retention of portfolio, credit quality in impaired loan rectification terms, accounts notified and started referred to different Business Units). The objective achievement level determines the variable remuneration share due which will be subjected to corrections (qualitative) to the performance assessment (based on the performance assessment system valid for all personnel and in force each time) and complaints. Referred specifically to complaints, the bonus can be cut by 10% for each complaint that is attributable solely to the not perfect conduct of the commercial network member.
However, there are no bonus plans foreseen for credit brokers with whom the Bank stipulates agreements. Please refer to the following paragraph for remuneration policies intended for financial agents.
24 Of which 4 belonging to the key personnel category.
25 For example with behaviour that has caused or helped cause significant damage for customers, or a significant breach of codes of ethics or conduct protecting customers applicable to the broker (measurable through any complaints received).
Within the category of contract workers not subject to employment contracts, particular importance is attached to Financial Agents. The Group avails itself or an external distribution network for the out-of-court collection of distressed credits, an agent network to promote leases and an agent network to promote and place contracts granting loans against delegation of payment and against salary or pension-backed loans.
Therefore, the remuneration of those individuals is defined as comprising a non-recurring component determined ex-ante with an incentivising value, and a recurring component. The variable component of remuneration is suitably balanced compared to its fixed component.
Furthermore, in accordance with the Bank of Italy's Supervisory Provisions:
The variable remuneration system for the agent network is defined by the CEO, illustrated to the Remuneration Committee and communicated to the Board of Directors of the Parent Company and the Subsidiaries where present.
The Group may also use non-employee contract workers whose relationships can essentially be grouped into two contractual forms:
For consultancy contracts, appointments can be awarded individually outlining the type of consultancy activity, the fee (or the criteria for determining it), and its method of payment.
The remuneration for these types of contract is determined in close connection with the profit derived from the work done by the contract workers, considering their professionalism, the complexity of the service provided and any target market rates.
Amounts paid when the work relationship is terminated, additional to severance pay established by general employment and notice regulations (by law and collective contracts) and not determined by a third party competent to do so, such as a legal and/or arbitration authority (the "Golden Parachutes"), are quantified and paid by the Bank in line with the regulatory framework in force at the time, applying the following criteria, and always in accordance with and pursuing the best company interests. When recognising those payments, due consideration will be given to: the employee's performance and conduct in previous years, the reasons that lead to the termination of the employment relationship, length of service, age, the financial impact that this compensation may have on the Banking Group's asset situation and liquidity
In no case may the gross total amount to be paid exceed 24 months of de facto gross total salary26 (including fixed remuneration and the average variable remuneration of the last three years - which as such in fact also incorporates the individual's performance, even involving a significant reduction in treatment if the performance is negative), including notice period (if applicable).
In compliance with the Bank of Italy Provisions, Golden Parachutes, when decided based on pre-set formulas, as part of an agreement to settle an ongoing or potential dispute, are not included in the calculation of the maximum ratio between variable and fixed remuneration established for key personnel. On this point, in line with reference regulations in force at the time and within the aforementioned criteria and limits, the Bank has drafted the following pre-defined formula referred to key personnel (without prejudice to the specifications below):
The basic amount27 calculation is based on company seniority, as follows:
The basic amount, if the employee is of pensionable age, cannot exceed six months of current salary.
Solely for the position of Chief Executive Office, the basic amount is calculated applying the following formula: 24 * (recurrent salary/12).
The basic amount can be decreased (up to a maximum of -100%) or increased (up to a maximum of +50% and without prejudice to the maximum limit indicated above) by a certain percentage resulting from application of specific "corrective factors to each individually acknowledged Golden Parachute.
In a specific internal document, the Bank analytically regulates the application criteria of the aforementioned corrective factors, attributing a percentage weight that decreases or increases the basic amount.
The aforementioned payments are made in compliance with Bank of Italy Provisions in force at the time and are also subject to the malus and claw back conditions mentioned above.
With reference to the Executives identified as key personnel and the remaining other key personnel, the amounts to be paid are defined based on the prior favourable opinion of the Remuneration Committee and subsequent Board of Directors approval.
26 In order to satisfy the regulatory provision that requires the indication of a maximum limit to severance also in terms of the number of annuities of fixed remuneration and in absolute value, it should be noted that 24 months of recurring remuneration could correspond to a maximum of all theoretical (in the case of personnel who in the three years prior to termination always received a bonus equal to 100% of his fixed remuneration), of 3.2 years of fixed remuneration. The severance value thus determined cannot, in any case, exceed a total of € 2,496,000 million.
27 In any case, without prejudice to the maximum limit of 24 months total de facto gross salary, including prior notice (if applicable).
* * *
As a rule, consultancy contracts are not stipulated for a period following the termination of the relationship. However, this possibility is without prejudice, where this meets proven needs to continue to make use, in the interest of the company, for a limited period of time after the termination of the relationship, of the skills and contribution of the director and/or the Executive with strategic responsibility and for the performance of specific and predetermined activities (against a remuneration appropriately parameterised to the object and scope of the requested activity).
Furthermore, no agreements are currently in place - and normally are not stipulated - providing for the assignment or maintenance of monetary benefits for the period following the termination of the relationship (except for the possibility of granting the maintenance of assets such as cars or accommodation for limited periods of time subsequent to termination, and without prejudice to the overall maximum limit indicated above, compliance with which is verified by also calculating the value of any maintenance of these benefits).
The provisions for key personnel, referred to in the previous paragraph, do not apply to redundancy incentives, also connected with extraordinary operations (e.g. mergers) or corporate restructuring processes, and recognised to non-key personnel, provided that they jointly comply with the following conditions:
Incentives to leave will therefore be established pursuant to laws in force and collective negotiations applicable.
The company stipulates non-competition agreements in compliance with provisions set forth in the Supervisory Provisions. Those agreements are limited in time and space and to tasks performed by the beneficiary and foresee compensation commensurate to the commitment assigned.
If amounts acknowledged as non-competition agreements concern key personnel, the Remuneration Committee is suitably notified in advance in order to control and duly motivate that acknowledgement.
This document on the remuneration and incentive policies drawn up by the Parent Company is valid for all subsidiaries, which, with the exception of Farbanca S.p.A., whose majority stake was acquired by Banca Ifis S.p.A. with effect from 27 November 2020, they are not required to draw up their own document in this regard. Having said this, it is expected that Farbanca S.p.A. will implement this policy by means of its own shareholders' resolution.
Each Subsidiary, in line with guidelines supplied periodically by the Parent Company, submits this document or an extract from it to its own strategic supervisory body. That body is responsible for its implementation in the subsidiary and will ensure that the remuneration and incentive policy is adequately documented and accessible within the corporate structure.
When exceptional circumstances occur - by that meaning specific situations where derogation to the remuneration policy is needed to pursue the long-term and sustainability interests of the company as a whole or to ensure its ability to remain on the market -, the Bank, with, in any case, no prejudice to Supervisory Provision limits, may derogate to the following elements of the Remuneration Policy approved by the shareholders to pursue the long-term and sustainability interests of the company as a whole, or to guarantee its capacity to stay on the market:
Any temporary exceptions will be resolved on by the Company's Board of Directors with the favourable opinion of the Remunerations Committee and Appointments Committee, in compliance with the transactions with related parties and connected subjects.
Section II of the Report is aimed at representing the application of the 2020 remuneration and incentive policies, approved by the Shareholders' Meeting on 23 April 2020, as required by the reference regulatory framework, in particular:
The Second Section of the Remuneration Policy consists of two parts:
| Part I | Descriptive in nature, it describes and represents the items that make up the remuneration of the members of the Board of Directors and control bodies, the General Managers and the Senior Managers with Strategic Responsibilities and the procedures used for the adoption and implementation of this policy |
|---|---|
| Part II | Tabular in nature, in order (i) to the data referring to the year 2020, represented in accordance with the requirements of the Bank of Italy Circular 285/2013 relating to the fixed cost and variable component of the Group's personnel broken down by business remuneration of those who fall within the category of "Key Personnel" of the Group as at 31 December 2020 and (ii) the data on remuneration referring to the year 2020, represented according to Scheme 7-BIS of Annex 3A to the Issuers' Regulation, relating to Directors, Statutory Auditors and other Executives with Strategic Responsibilities of the Group |
The Bank prepared and implemented, during the 2020 financial year, Section I of the remuneration policy approved by the Shareholders' Meeting on 23 April 2020, also in light of the favourable vote expressed by the Shareholders' Meeting on Section II of the remuneration for 2020, as specified and illustrated below.
| For | Against | Abstained | Not voting |
|---|---|---|---|
| 36,339,534 | 300,292 | 128,029 | 0 |
| 98.835% | 0.817% | 0.348% | 0% |
In a logic of consistency with the reporting provided to the Shareholders' Meeting of 23 April 2020 regarding the implementation of the remuneration policies approved the previous year (the related documentation is available on the Bank's website in the "Corporate governance" section, path > Shareholders' Meeting > where the minutes of the Shareholders' Meeting of 23 December 2020 can be consulted, pursuant to Article 125 quater of the TUF), we provide - in addition to what has already been said in other parts of this Report - some additional summary information on the implementation, during 2020, of the policies approved a year ago.
The data shown below refer to all the companies of the Banca Ifis Group as at 31/12/2020 which are the following: Ifis Npl Investing S.p.A., Ifis Npl Servicing S.p.A., Ifis Rental Services Srl, Credifarma S.p.A., Cap.Ital.Fin. S.p.A., Ifis Real Estate S.p.A., Farbanca S.p.A. (whose majority stake was acquired with effect from 11/27/2020), Ifis Finance Sp.zo.o, the latter based in Poland. For details on quantitative data referred to personnel salaries please refer to the following tables (as it is not possible to consider personnel classification homogeneously with that of the Subsidiaries, for Ifis Finance Sp.zo.o please see the Ifis Finance Sp.zo.o table in "Other Tables).
* * *
For details on quantitative data related to remuneration paid to Board members and Statutory Auditors, and the Chairman of the Supervisory Body, please refer to Table 1 (compensation paid to members of the administration and control bodies, general managers and other executives with strategic responsibilities (figures in thousands of euros)).
For what concerns Directors, Statutory Auditors, members of the Risks Committee, Appointments Committee, Remuneration Committee and Supervisory Body of the Parent Company Banca Ifis we are providing entries forming remuneration; for financial year 2020, they are summed up in Table 1 below to be referred to. It also includes the remuneration received by directors leaving and that of new Board members receiving the mandate through Shareholders Meeting resolution of 19th April 2019.
For Employees, the Group's overall expenses amounted to approximately € 123.36 million, thus recording an overall expenditure for employees of approximately € 6.4 million lower than in the 2019 financial year.28
As part of the periodic remuneration review process, in 2020 merit-based interventions were carried out, with the exclusion of the provisions of the contractual automatisms in force, for approximately 11.4% of the personnel, with an overall impact of approximately 1.2% on the amount of the salaries.
With specific reference to Financial Advisors not linked by an employment relationship, the total amount of costs is approximately € 6.30 million.
* * *
Based on the available evidence, the access conditions (so-called "gate") are met and the performance of the Group's Return On Risk Adjusted Capital ("RORAC") indicator is positive.
That said, in consideration of the impact that the Covid 19 health emergency had on the 2020 financial year, in-depth analyses were conducted before proceeding with the implementation of the Bank's remuneration and incentive policies. In particular, upon the outcome of all the analyses carried out, without prejudice to the applicability of the Bank's current remuneration policies, the decision was made to:
In particular, with reference to the variable remuneration of the Chief Executive Officer and the General Manager represented in the table below, it should be noted that in both cases the respective objectives have been achieved and consequently:
| Role | Number of | Achievement of | Variable | Variable | Fixed | Percentage | of |
|---|---|---|---|---|---|---|---|
| resources as of | 2020 goals | remuneration | remuneration | remuneration | variable | ||
| 31/12/2020 | percentage 2020 | ||||||
28 These data do not include Farbanca S.p.A.
| theoretically | 2020 actually | remuneration | ||||
|---|---|---|---|---|---|---|
| accrued | accrued | 2020 | ||||
| CEO | 1 | 100% | 468,000 | 29 0 |
100% | 0 |
| GM | 1 | 100% | 185,039 | 46,26030 | 85% | 15% |
In this regard, it should be noted that the Chief Executive Officer has waived the entire variable remuneration due to him for the 2020 financial year as part of the agreement relating to the termination of his relationships. This agreement, in line with the 2020 remuneration policy approved by the Bank, provides that the Chief Executive Officer is paid the remuneration for the office up to the date of effective termination, as well as the deferred components of the bonus already accrued and recognised for the year 2019. On the date of termination of office, the Chief Executive Officer will receive an end-of-mandate indemnity equal to the fixed and variable remuneration, provided for the residual duration of the three-year mandate originally conferred on him (12 months of recurring remuneration), to be paid within the timescales and according to the methods envisaged in the 2020 remuneration policy (and, therefore, for 50% in financial instruments, with a deferral period of a share equal to 40% of the treatment, of 3 years, without prejudice, in any case, to the application of malus and clawback clauses). The agreement also provides that Dr. Colombini will continue to hold, until the date of approval of the financial statements as at 31 December 2021, certain offices within the Group, receiving, from time to time, the relative remuneration. There are no non-competition obligations.
Furthermore, as part of an agreement for the consensual termination of the employment relationship with an Executive with Strategic Responsibilities, provision was made for payment of an indemnity equal to the indemnity in lieu of notice, a non-competition agreement lasting two months with the obligation for the manager not to hold positions with subjects operating in the direct financial intermediation sector (art. 106 of the Consolidated Law on Banking) and with reference to the territory of the so-called Triveneto (i.e. in the regions of Veneto, Trentino Alto-Adige and Friuli Venezia-Giulia), as well as with the obligation of nonsolicitation and non-cancellation.
Financial year 2020 also established a Variable Results Bonus (to be paid during 2021 referred to the results of financial year 2020) for employees who do not already receive other bonus system payments (as a non exhaustive example, sales and key personnel) and of a Welfare Plan (to be paid during financial year 2021 to all personnel included in the same scope as the Variable Results Bonus recipients) for financial year 2020. Both Plans are established through a Trade Union Agreement that regulates terms and conditions, including the one related to being able to convert even 20% of the VRB into Welfare (which would then be added to the Standard Welfare Credit foreseen in that agreement).
* * *
* * *
As part of the audits carried out on the ex post correction mechanisms (malus and claw back), on 25 March 2021, the Board of Directors, in response to achieving a RORAC level of less than 10.5%, ascertained that the malus condition envisaged by the Bank's 2020 remuneration policies had occurred and, consequently, resolved to reduce the deferred variable remuneration for 2017, 2018 and 2019 by 20%.
* * *
Finally, a comparative table of the changes that have occurred, for the years 2019 and 2020, of the following information is provided below:
29 The CEO waived the variable remuneration due for the 2020 financial year
30 The variable remuneration of the General Manager has been subjected to a 75% reduction in consideration of the impact that the Covid 19 health emergency had on the 2020 financial year
| Total remuneration of each of the members of the management body and the control body of the Bank (*) |
Variation | ||
|---|---|---|---|
| 2019 | 2020 | % | |
| Furstenberg Sebastien Egon | 692.5 | 700.0 | 1.08% |
| Furstenberg Fassio Ernesto | 210.0 | 469.1 | 123.38% |
| Colombini Luciano | 993.8 | 834.2 | -16.06% |
| Arduini Simona | 93.7 | 125.8 | 34.26% |
| Gronchi Divo | 68.4 | 81.6 | 19.30% |
| Malinconico Antonella | 111.8 | 108.0 | -3.40% |
| Santosuosso Daniele | 144.3 | 140.7 | -2.49% |
| Billio Monica | 83.3 | 105.8 | 27.01% |
| Lo Giudice Luca | 57.8 | 72.0 | 24.57% |
| Colleoni Beatrice | 65.8 | 82.8 | 25.84% |
| Csillaghy de Pacser Alessandro | 210.8 | 220.8 | 4.74% |
| Diacetti Roberto | 71.3 | 117.4 | 64.66% |
| Preve Riccardo | 16.8 | 39.9 | 137.50% |
| Bugna Giacomo | 125.0 | 118.0 | -5.60% |
| Olivetti Franco | 64.0 | 82.0 | 28.13% |
| Monterumisi Marinella | 69.5 | 90.0 | 29.50% |
total remuneration of each of the members of the management body and the control body of the Company.
(*) For the offices that took effect during the year, the remuneration is re-proportioned to the period
of the Company's results (in terms of intermediation margin, net result from financial management and net profit attributable to the parent company, expressed in thousands of Euro);
| Results of the Group | Variation | ||
|---|---|---|---|
| Contents | 2019 | 2020 | % |
| Net banking income31 |
€558,333 | €467,800 | (16.2)% |
| Net profit (loss) from financial activities |
€471,150 | €376,441 | (20.1)% |
| Net profit attributable to the Parent |
€123,097 | €68,804 | (44.1)% |
of the average annual gross remuneration, based on full-time employees.
| Average annual gross remuneration based on full-time employees | Variation | |
|---|---|---|
| 2019 | 2020 | % |
| € 40,359 | € 44,332 | 9.84 % |
Average ratio between the variable component and fixed remuneration for fiscal year 2020 for the Executive category
31 In the following statements, net impairment losses/reversals on receivables of the NPL segment were entirely reclassified to Interest receivable and similar income to present more fairly this particular business and because they represent an integral part of the return on the investment.
| Executives not included in the definition of Executives with strategic responsibilities | ||
|---|---|---|
| Banca Ifis S.p.A. | 11.61% | |
| Ifis Npl S.p.A. | 39.49% | |
| Ifis Rental Services Srl* | - | |
| Credifarma S.p.A. | 11.75% | |
| Cap.Ital.Fin. S.p.A.* | - | |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | 15.25% | |
| Farbanca S.p.A.* | - |
* these companies do not have Executives
Average ratio between the variable component and fixed remuneration for fiscal year 2020 for the Middle Management and Professional Areas with commercial roles categories
| Middle Management and Professional Areas that hold commercial roles | ||
|---|---|---|
| Banca Ifis S.p.A. | 18.67% | |
| Ifis Npl S.p.A. | - | |
| Ifis Rental Services Srl | 12.89% | |
| Credifarma S.p.A. | 28.92% | |
| Cap.Ital.Fin. S.p.A. | 8.41% | |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | - | |
| Farbanca S.p.A. | 8.96% | |
| Ifis Finance SP. Z.O O | 1.47% |
Bonuses paid to the Middle Management and Professional Areas categories in 2020
| Middle Management and Professional Areas | % employees involved in the payment compared to the average number of current employees |
% average bonus incidence compared to the RAL (annual salary) of employees involved |
|---|---|---|
| Banca Ifis S.p.A. | 9.71% | 7.43% |
| Ifis Npl S.p.A. | 7.74% | 7.28% |
| Ifis Rental Services Srl | 15.79% | 8.65% |
| Credifarma S.p.A. | 10.13% | 7.42% |
| Cap.Ital.Fin. S.p.A. | 2.39% | 7.42% |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | 1.90% | 11.41% |
| Farbanca S.p.A. | - | - |
| With reference to all Group employees | % employees involved in the salary increase compared to the average number of current employees |
% average increase |
|---|---|---|
| Banca Ifis S.p.A. | 1.67% | 12.12% |
| Ifis Npl S.p.A. | 0.97% | 12.60% |
| Ifis Rental Services Srl | - | - |
|---|---|---|
| Credifarma S.p.A. | - | - |
| Cap.Ital.Fin. S.p.A. | - | - |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | 1.90% | 14.85% |
| Farbanca S.p.A. | - | - |
| With reference to all Group employees | % employees promoted compared to the average number of current employees |
% average increase |
|---|---|---|
| Banca Ifis S.p.A. | 11.46% | 8.41% |
| Ifis Npl S.p.A. | 9.36% | 9.55% |
| Ifis Rental Services Srl | 15.79% | 4.16% |
| Credifarma S.p.A. | 7.59% | 5.98% |
| Cap.Ital.Fin. S.p.A. | - | - |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | 11.40% | 8.91% |
| Farbanca S.p.A. | 16.66% | 0.24% |
| With reference to all Group employees | |
|---|---|
| Banca Ifis S.p.A. | 4.02% |
| Ifis Npl S.p.A. | 8.82% |
| Ifis Rental Services Srl | 4.18% |
| Credifarma S.p.A. | 3.38% |
| Cap.Ital.Fin. S.p.A. | 0.20% |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | 0.91% |
| Farbanca S.p.A. | 0.79% |
| With reference to all Group employees | Stability agreements* |
Non-competition agreements* |
Retention agreements* |
Of which activated in 2020 |
|---|---|---|---|---|
| Banca Ifis S.p.A. | 96 | - | - | 75 |
| Ifis Npl S.p.A. | 13 | 1 | - | 2** |
| Ifis Rental Services S.r.l. | - | - | - | - |
| Credifarma S.p.A. | - | - | - | - |
|---|---|---|---|---|
| Cap.Ital.Fin. S.p.A. | - | - | 1 | - |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. |
- | 1 | 3 | - |
| Farbanca S.p.A. | - | - | - | - |
*data as at 31/12/2020
** of which 1 is a non-compete agreement
| Company | Co.Co.Co.* |
|---|---|
| Banca Ifis S.p.A. | 1 |
| Ifis Npl S.p.A. | - |
| Ifis Rental Services Srl | - |
| Credifarma S.p.A. | 1 |
| Cap.Ital.Fin. S.p.A. | - |
| Ifis Npl Servicing S.p.A. e Ifis Real Estate S.p.A. | 1 |
| Farbanca S.p.A. | 2 |
*data as at 31/12/2020
Table 1: remuneration paid to members of the administration and control bodies, general managers and other executives with strategic responsibilities (figures in thousands of euros)
| Fixed Remuneration | Remuneration | Variable non equity Remuneration |
Non | Fair Value of | Termination of office |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Role | Period forwhich the office was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendan ce fees |
Remuneration for special roles under Art. 2389 of the Italian Civil Code |
Fixed salary as an employee |
Remunerat ion of the Supervisor y Body |
for participation incommittees |
Bonuses and other incentives |
Profit sharing | monetary benefits |
Other fees |
Total | equity Remuneration |
indemnity or of employment |
| Sebastien Egon Fürstenberg Chairman of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/21 |
50.0 | 650.0 | 700.0 | ||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | - | 650.0 | - | - | - | - | - | - | - | 700.0 | - | ||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | |||||
| Total | 50.0 | - | 650.0 | - | - | - | - | - | - | - | 700.0 | - | ||||
| Ernesto Fürstenberg Fassio Deputy Chairman of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/21 |
50.0 | 250.0 | - | - | - | - | - | - | 169.1 | 469.1 | |||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | - | 250.0 | - | - | - | - | - | - | 169.1 | 469.1 | - | ||||
| Chairman of the Board of Directors IFIS NPL Servicing S.p.A. from 01/01/2020 to 31/12/2020 Approval of the financial statements | as at 31/12/21 | 50.0 | 50.0 | |||||||||||||
| Ernesto Fürstenberg Fassio | Chairman of the Board of Directors Gemini S.p.A. | from 14/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
||||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 50.0 | - | - | - | - | - | - | - | - | - | 50.0 | - | ||||
| Total | 100.0 | - | 250.0 | - | - | - | - | - | - | 169.1 | 519.1 | - | ||||
| Luciano Colombini | The Chief Executive Officer | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 780.0 | 4.2 | 834.2 | ||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | - | 780.0 | - | - | - | - | - | 4.2 | - | 834.2 | - | ||||
| Chief Executive Officer IFIS NPL Servicing S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/21 |
- | ||||||||||||||
| Luciano Colombini | Chief Executive Officer of IFIS NPL S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
- | |||||||||||||
| Chief Executive Officer Gemini S.p.A. | from 14/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
- | ||||||||||||||
| Chairman of the Board of Directors Farbanca S.p.A. ** | from 09/12/2020 to 31/12/2020 Approval of the financial statements at 31/12/22 |
- | ||||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| Total | 50.0 | - | 780.0 | - | - | - | - | - | 4.2 | - | 834.2 | - | ||||
| Board Member | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/21 |
50.0 | 15.0 | 65.0 | ||||||||||||
| Member of the Risks Control Committee | from 01/01/2020 to 14/10/2020 End of office 14/10/2020 | 35.4 | 35.4 | |||||||||||||
| Simona Arduini | President of the Risks Control Committee | from 15/10/2020 to 31/12/2020 Approval of the financial statements as at 31/12/21 |
15.9 | 15.9 | ||||||||||||
| President of the Remuneration Committee | from 01/01/2020 to 14/10/2020 End of office 14/10/2020 | 9.5 | 9.5 | |||||||||||||
| Lead Independent Director | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/21 |
|||||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 15.0 | - | - | - | 60.8 | - | - | - | - | 125.8 | - | ||||
| Simona Arduini | Director of Gemini S.p.A. | from 14/12/2020 to 31/12/2020 Approval of the financial statements at 31/12/22 |
||||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | |||||
| Total | 50.0 | 15.0 | - | - | - | 60.8 | - | - | - | - | 125.8 | - |
| E-MARKET SDIR |
|---|
| CERTIFIED |
| Fixed Remuneration | Variable non equity Remuneration |
Indemnity for | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Role | Period for which the office was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendan ce fees |
Remuneration for special roles under Art. 2389 of the Italian Civil Code |
Fixed salary as an employee |
Remunera tion Superviso ry Body |
Remuneration for participation in committees |
Bonuses and other incentives |
Participatio n in profits |
Non monetary benefits |
Other fees |
Total | Fair Value of equity Remuner ation |
termination of office or termination of the employment relationship |
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 10.8 | 60.8 | ||||||||||||
| Monica Billio | Member of the Risks Control Committee | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
45.0 | 45.0 | ||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 10.8 | - | - | - | 45.0 | - | - | - | - | 105.8 | - | ||||
| Monica Billio | Director of Farbanca S.p.A. ** | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
20.0 | 20.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 20.0 | - | - | - | - | - | - | - | - | - | 20.0 | - | ||||
| Total | 70.0 | 10.8 | - | - | - | 45.0 | - | - | - | - | 125.8 | - | ||||
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 12.8 | 62.8 | ||||||||||||
| Beatrice Colleoni | Member of Appointments Committee | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
10.0 | 10.0 | ||||||||||||
| Member of Remuneration Committee | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
10.0 | 10.0 | |||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 12.8 | - | - | - | 20.0 | - | - | - | - | 82.8 | - | ||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| Total | 50.0 | 12.8 | - | - | - | 20.0 | - | - | - | - | 82.8 | - | ||||
| Alessandro Csillaghy De Pacser |
Member of the Board of Directors | from 01/01/2020 to 31/03/2020 End of office 31/03/2020 | 12.5 | 3.3 | 5.0 | 200.0 | 220.8 | |||||||||
| Remuneration in Banca IFIS S.p.A. | 12.5 | 3.3 | - | - | - | - | - | - | 5.0 | 200.0 | 220.8 | - | ||||
| Chairman of the Board of Directors IFIS FINANCE Z.O.O. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
|||||||||||||||
| Alessandro Csillaghy De Pacser |
Chief Executive Officer of IFIS FINANCE z.0.0. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
275.0 | 275.0 | ||||||||||||
| Chairman of the Board of Directors of IFIS FINANCE I.F.N SA |
from 07/09/2020 to 31/12/2020 End of office 07/09/2022 | |||||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 275.0 | - | - | - | - | - | - | - | - | - | 275.0 | - | ||||
| Total | 287.5 | 3.3 | - | - | - | - | - | - | 5.0 | 200.0 | 495.8 | - |
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 12.0 | 62.0 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Roberto Diacetti | Member of the Risks Control Committee | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
45.0 | 45.0 | ||||||||||
| Member of Appointments Committee | from 01/01/2020 to 14/10/2020 End of office 14/10/2020 | 7.9 | 7.9 | |||||||||||
| President of Appointments Committee | from 15/10/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
2.5 | 2.5 | |||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 12.0 | - | - | - | - 55.4 |
- | - | - | 117.4 | - | |||
| Deputy Chairman of the Board of Directors IFIS NPL Servicing S.p.A. |
from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
30.0 | 30.0 | |||||||||||
| Roberto Diacetti | from 14/12/2020 to 31/12/2020 Approval of the financial statements Deputy Chairman of the Board of Directors Gemini S.pA as at 31/12/22 |
|||||||||||||
| from 09/12/2020 to 31/12/2020 Approval of the financial statements Deputy Chairman of the Board of Directors Farbanca S.pA ** as at 31/12/22 |
30.0 | |||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 60.0 | - | - | - | - | - - |
- | - | - | 60.0 | - | |||
| Total | 110.0 | 12.0 | - | - | - | - 55.4 |
- | - | - | 177.4 | - | |||
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 End of office 14/01/2021 | 50.0 | 10.0 | 60.0 | ||||||||||
| President of Appointments Committee | from 01/01/2020 to 14/10/2020 End of office 14/10/2020 | 9.5 | 9.5 | |||||||||||
| Divo Gronchi | Member of Appointments Committee | from 15/10/2020 to 31/12/2020 End of office 14/01/2021 | 2.1 | 2.1 | ||||||||||
| Member of Supervisory Body | from 01/01/2020 to 31/12/2020 End of office 14/01/2021 | 10.0 | 10.0 | |||||||||||
| Remuneration in Banca IFIS S.p.A. | 10.0 | - | - | 10.0 | - 11.6 |
- | - | - | 81.6 | - | ||||
| Divo Gronchi | Director of IFIS NPL S.pA. | from 01/01/2020 to 31/12/2020 End of office 14/01/2021 | 20.0 | 8.3 | 28.3 | |||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 20.0 | 8.3 | - | - | - | - - |
- | - | - | 28.3 | - | |||
| Total | 70.0 | 18.3 | - | - | 10.0 | - 11.6 |
- | - | - | 109.9 | - |
| Fixed Remuneration | Variable non equity Remuneration |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Canea | Period for which the role was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendan ce fees |
Remuneration for particular offices pursuant to Article 2389 of the Italian Civil Code |
Fixed salary as an employee |
Remunera tion Superviso ry Body |
Remuneration for taking part in committees |
Bonuses and other incentives |
Participatio n in profits |
Non monetary benefits |
Other fees |
Total | Fair Value of equity Remunera tion |
Termination of office indemnity or of employment |
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 12.0 | 62.0 | ||||||||||||
| Luca Lo Giudice | Member of Remuneration Committee | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
10.0 | 10.0 | ||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 12.0 | - | - | - | 10.0 | - | - | - | - | 72.0 | - | ||||
| Chairman of the Board of Directors of IFIS NFL S.p.A. | from 12/11/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Luca Lo Giudice | Director of IFIS NPL Servicing S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
20.0 | 20.0 | ||||||||||||
| Chairman of the Board of Directors of IFIS Real Estate S.p.A. from 01/01/2020 to 31/12/2020 Approval of financial statements as | at 31/12/21 | 20.0 | 20.0 | |||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 40.0 | - | - | - | - | - | - | - | - | - | 40.0 | - | ||||
| Total | 90.0 | 12.0 | - | - | - | 10.0 | - | - | - | - | 112.0 | - | ||||
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 10.5 | 60.5 | ||||||||||||
| Antonella Malinconico | Member of the Risks Control Committee | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
45.0 | 45.0 | ||||||||||||
| President of the Remuneration Committee | from 15/10/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
2.5 | 2.5 | |||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 10.5 | - | - | - | 47.5 | 108.0 | - | ||||||||
| Antonella Malinconico | Member of the Board of Directors of IFIS NPL S.p.A. | from 01/01/2020 to 31/12/2020 End of office 31/12/2020 | 20.0 | 7.5 | 27.5 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 20.0 | 7.5 | - | - | - | - | - | - | - | - | 27.5 | - | ||||
| 70.0 | 18.0 | - | - | - | 47.5 | - | - | - | - | 135.5 | ||||||
| Riccardo Preve | Member of the Board of Directors | Total from 23/04/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 Remuneration in Banca IFIS S.p.A. |
- | - | - | - | - | - | - | - | 39.9 | |||||
| 34.4 | 5.5 | 39.9 | - | |||||||||||||
| Riccardo Preve | Chairman of the Board of Directors of Ifis Rental Services S.r.l. from 01/01/2020 to 31/12/2020 Approval of financial statements as | at 31/12/21 | 50.0 | 50.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 50.0 | 50.0 | - | |||||||||||||
| Total | 84.4 | 5.5 | - | - | - | - | - | - | - | - | 89.9 | - | ||||
| Member of the Board of Directors | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 | 12.0 | 62.0 | ||||||||||||
| President of the Risks Control Committee | from 01/01/2020 to 14/10/2020 End of office 14/10/2020 | 59.1 | 59.1 | |||||||||||||
| Daniele Santosuosso | Member of the Risks Control Committee | from 15/10/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
9.6 | 9.6 | ||||||||||||
| President of the Supervisory Body | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
10.0 | 10.0 | |||||||||||||
| Remuneration in Banca IFIS S.p.A. | 50.0 | 12.0 | - | - | 10.0 | 68.7 | - | - | - | - | 140.7 | - | ||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - - |
- - |
- | - | - - |
- - |
- - |
- - |
- | |||||||
| Giacomo Bugna | Total President of the Board of Statutory Auditors |
from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
50.0 105.0 |
12.0 13.0 |
10.0 | 68.7 | 140.7 118.0 |
- | ||||||||
| Remuneration in Banca IFIS S.p.A. | 105.0 | 13.0 | - | - | - | - | - | - | - | - | 118.0 | - | ||||
| President of the Board of Statutory Auditors of IFIS NPL S.p.A. from 01/01/2020 to 31/12/2020 Approval of the financial statements | as at 31/12/20 | 30.0 | 30.0 | |||||||||||||
| President of the Supervisory Body of IFIS NPL S.p.A. | from 03/08/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
2.1 | 2.1 | |||||||||||||
| President of the Board of Statutory Auditors of IFIS Rental Services S.r.l. |
from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
30.0 | 30.0 | |||||||||||||
| Giacomo Bugna | President of the Board of Statutory Auditors of Capitalfìn S.p.A. from 01/01/2020 to 31/12/2020 Approval of the financial statements | as at 31/12/20 | 20.0 | 20.0 | ||||||||||||
| Standing Auditor of IFIS NPL Servicing S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
15.0 | 15.0 | |||||||||||||
| Standing Auditor of IFIS Reai Estate S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
3.,5 | 3.,5 | |||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. Total |
98.5 203.5 |
- 130 |
- - |
- - |
2.1 2.1 |
- - |
- - |
- - |
- - |
- - |
100.6 218.6 |
- - |
| Fixed Remuneration | Variable non equity Remuneration |
Termination of | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Role | Period for which the role was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendance fees |
Remuneration for special roles under Art. 2389 of the Italian Civil Code |
Fixed salary as an employee |
Supervisory Body fees |
Remuneration for taking part in committees |
Bonuses and other incentives |
Participation in profits |
Non monetary benefits |
Other fees |
Total | Fair Value of equity Remuneration |
office indemnity or of employment |
| Standing Auditor | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
70.0 | 10.0 | 80.0 | ||||||||||||
| Marinella Monterumisi | Member of Supervisory Body | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
10.0 | 10.0 | ||||||||||||
| Remuneration in Banca IFIS S.p.A. | 70.0 | 10.0 | - | - | 10.0 | - | - | - | - | - | 90.0 | - | ||||
| Marinella Monterumisi | Standing Auditor of Gemini S.p.A. | from 19/03/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
15.7 | 15.7 | ||||||||||||
| Standing Auditor of Farbanca S.p.A.** | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
10.0 | 10.0 | |||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 25.7 | - | - | - | - | - | - | - | - | - | 25.7 | - | ||||
| Total | 95.7 | 10.0 | - | - | 10.0 | - | - | - | - | - | 115.7 | - | ||||
| Franco Olivetti | Standing Auditor | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
70.0 | 12.0 | 82.0 | |||||||||||
| Remuneration in Banca IFIS S.p.A. | 70.0 | 12.0 | - | - | - | - | - | - | - | - | 82.0 | - | ||||
| Standing Auditor of IFIS Real Estate S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
3.,5 | 3.,5 | |||||||||||||
| Franco Olivetti | Standing Auditor of Farbanca S.p.A.** | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
10.0 | 10.0 | ||||||||||||
| President of the Supervisory Body Farbanca S.p.A. ** | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
5.0 | 5.0 | |||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 13.5 | - | - - |
- - |
5.0 | - - |
- - |
- - |
- - |
- - |
18.5 | - - |
||||
| Total | 83.5 | 12.0 | 5.0 | 100.5 | ||||||||||||
| Giuseppe Benini | Member of the Board of Directors of Credifarma S.p.A. Remuneration from subsidiaries of Banca IFIS S.p.A. |
from 01/01/2020 to 01/10/2020 End of office 01/10/2020 | 5.0 5.0 |
1.1 1.1 |
- | - | - | - | - | - | - | - | 6.1 6.1 |
- | ||
| Giampiero Bernardelle | Chief Executive Officer of Farbanca S.p.A. ** | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
250.0 | 250.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | 250.0 | - | ||||
| Paolo Giosuè' Bifulco | Standing auditor of IFIS NPL S.p.A. | from 28/06/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
10.2 | 10.2 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 10.2 | - | - | - | - | - | - | - | - | - | 10.2 | - | ||||
| Federica Cantagalli | Director of Farbanca S.p.A. ** | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
20.0 | 20.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 20.0 | - | - | - | - | - | - | - | - | - | 20.0 | - | ||||
| Filippo Contadini | Chief Executive Officer of IFIS Real Estate S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
70.0 | 70.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 70.0 | - | - | - | - | - | - | - | - | - | 70.0 | - | ||||
| Standing auditor of IFIS Rental Services S.r.I. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
20.0 | 20.0 | |||||||||||||
| President of the Supervisory Body of IFIS Rental Services S.r.l. from 01/01/2020 to 31/12/2020 Approval of financial statements as | at 31/12/21 | 5.0 | 5.0 | |||||||||||||
| Ferruccio Di Lenardo | President of the Board of Statutory Auditors of IFIS NPL Servicing S.p.A. |
from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
20.0 | 20.0 | ||||||||||||
| President of the Supervisory Body of IFIS NPL Servicing S.p.A. From 10/02/2020 to 31/12/2020 Approval of financial statements as | at 31/12/21 | 4.5 | 4.5 | |||||||||||||
| President of the Board of Statutory Auditors of IFIS Real Estate S.p.A. |
from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
4.8 | - | - | - | - | - | - | - | - | 4.8 | |||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 44.8 | 9.5 | 54.3 | - | ||||||||||||
| Alfredo Enria | Director of IFIS NPL Servicing S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
20.0 | 20.0 | ||||||||||||
| Director of Gemini S.p.A. | from 14/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
|||||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 20.0 | - | - | - | - | - | - | - | - | - | 20.0 | - | ||||
| Raffaella Ferrai | Standing Auditor of Gemini S.p.A. | from 19/03/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
15.7 | 15.7 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 15.7 | - | - | - | - | - | - | - | - | - | 15.7 | - |
| Fixed Remuneration | Variable non equity Remuneration |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Role | Period for which the role was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendance fees |
Remuneration for special roles under Art. 2389 of the Italian Civil Code |
Fixed salary as an employee |
Remuneration Supervisory Body |
Remuneration for taking part in committees |
Bonuses and other incentives |
Participation in profits |
Non monetary benefits |
Other fees | Total | Fair Value of equity Remuneration |
Termination of office indemnity or of employment |
| Andrea Giacomelli | Member of the Credlfarma S.p.A. Development Committee | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
4.0 | 4.0 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | 4.0 | - | - | - | - | 4.0 | - | ||||
| Antonio Guerricchio | Member of the Board of Directors of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
6.6 | 0.8 | 7.4 | ||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 6.6 | 0.8 | - | - | - | - | - | - | - | - | 7.4 | - | ||||
| Francesco Lupo | Member of the Development Committee of Credifarma S.p.A. | from 26/06/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
2.1 | 2.1 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | 2.1 | - | - | - | - | 2.1 | - | ||||
| Maurizio Manna | Chairman of the Board of Directors of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as | 6.6 | 0.9 | 30.4 | 37.9 | |||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | at 31/12/20 | 6.6 | 0.9 | 30.4 | - | - | - | - | - | - | - | 37.9 | - | |||
| Valentina Martina | Standing auditor of IFIS NPL S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as | 20.0 | 20.0 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | at 31/12/20 | 20.0 | - | - | - | - | - | - | - | - | - | 20.0 | - | |||
| Standing auditor of IFIS NPL S.p.A. | from 01/01/2020 to 27/06/2020 | End of office 27/06/2020 | 9.8 | 9.8 | ||||||||||||
| Massimo Miani | President of the Supervisory Body of IFIS NPL S.p.A. | from 01/01/2020 to 27/06/2020 | End of office 27/06/2020 | 2.5 | 2.5 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 9.8 | - | - | - | - | - | - | - | - | - | 9.8 | - | ||||
| Massimo Moncelli | Director of IFIS Real Estate S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of financial statements as at 31/12/21 |
15.0 | 15.0 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 15.0 | - | - | - | - | - | - | - | - | - | 15.0 | - | ||||
| Standing auditor of Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of financial statements as at 31/12/21 |
15.0 | 15.0 | ||||||||||||
| Francesco Natale | President of the Board of Statutory Auditors of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
20.0 | 20.0 | |||||||||||
| President of the Supervisory Body of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
5.0 | 5.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 35.0 | - | - | - | 5.0 | - | - | - | - | - | 40.0 | - | ||||
| Victor Patrusca | Director of IFIS FINANCE LF.N. S.A. | from 07/09/2020 to 31/12/2020 | End of office 07/09/2022 | |||||||||||||
| Componente Audit Committee IFIS FINANCE LF.N. S.A. | from 15/09/2020 to 31/12/2020 | End of office 07/09/2022 | ||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Antonello Pirri | Standing auditor of Credifarma S.p.A. | from 02/07/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
7.5 | 7.5 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 7.5 | - | - | - | - | - | - | - | - | - | 7.5 | - | ||||
| Marco Poggi | Chairman of the Board of Statutory Auditors of Farbanca S.p.A.** | from 09/12/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/22 |
20.0 | 20.0 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 20.0 | - | - | - | - | - | - | - | - | - | 20.0 | - | ||||
| Standing auditor of IFIS Rental Services S.r.I. | from 01/01/2020 to 31/12/2020 | Approval of financial statements as at 31/12/21 |
20.0 | 20.0 | ||||||||||||
| Marilena Segnana | Standing Auditor of IFIS NPL Servicing S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of financial statements as at 31/12/21 |
15.0 | 15.0 | |||||||||||
| President of the Board of Statutory Auditors of Gemini S.p.A. | from 19/03/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/22 |
23.5 | 23.5 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 58.5 | - | - | - | - | - | - | - | - | - | 58.5 | - | ||||
| Giancarlo Visiani | Member of the Development Committee of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
4.0 | 4.0 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | 4.0 | - | - | - | - | 4.0 | - | ||||
| Piera Vitali | Standing auditor of Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
15.0 | 15.0 | |||||||||||
| Chairman of the Supervisory Body Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
5.0 | 5.0 | ||||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 15.0 | - | - | - | 5.0 | - | - | - | - | - | 20.0 | - | ||||
| Carlo Zuccarini | Standing auditor of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
15.0 | 15.0 | |||||||||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | 15.0 | - | - | - | - | - | - | - | - | - | 15.0 | - | ||||
| Marco Alessandrini | Chief Executive Officer of Credifarma S.p.A. (with reversibility of fees) from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
||||||||||||||
| Member of the Development Committee of Credlfarma S p.A. (with reversibility of fees) |
from 01/01/2020 to 31/12/2020 | Approval of the financial statements as at 31/12/20 |
||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Fixed Remuneration | Variable non equity Remuneration |
Indemnity for | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Role | Period for which the role was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendan ce fees |
Remuneration for special roles under Art. 2389 of the Italian Civil Code |
Fixed salary as an employee |
Supervisory Body fees |
Remuneration for taking part in committees |
Bonuses and other incentives |
Participation in profits |
Non monetary benefits |
Other fees Total | Fair Value of equity Remuneration |
termination of office or termination of the employment relationship |
|
| Andrea Berna | Director of IFIS Rental Services S.r.l. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
||||||||||||||
| Director of Capitalfin S.pA | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Daniela Bonzanini | Director of IFIS FINANCE z.0.0. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
||||||||||||||
| Director of IFIS FINANCE I.F.N. S.A. | from 07/09/2020 to 31/12/2020 End of office 07/09/2022 | |||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Francesco De Marco | Director of Gemini S.p.A. | from 19/03/2020 to 13/12/2020 End of office on 13/12/2020 | ||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Member of the Supervisory Body of Banca IFIS S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Member of the Supervisory Body of IFIS NPL S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Angelo Ferracchiati | Member of the Supervisory Body of IFIS Rental Services S.r.l. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
||||||||||||||
| Member of the Supervisory Body of IFIS NPL Servicing S.r.l. | From 10/02/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Member of the Supervisory Body of Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Member of the Supervisory Body of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Gian Franco Marco Fonrer Director of IFIS FINANCE I.F.N. S.A. | from 07/09/2020 to 31/12/2020 End of office 07/09/2022 | |||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Director of Credifarma S.p.A. (with reversibility of fees) | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Massimo Macciocchi | Member of the Credifarma S.p.A. Development Committee (with reversibility of fees) |
from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
||||||||||||||
| Chief Executive Officer of IFIS Renai Services S.r.l. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Silvia Magliocchetti | Director of Credifarma S.p.A. (with reversibility of fees) | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Katia Mariotti | Member of the Board of Directors of IFIS NPL S.p.A. | from 12/11/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
||||||||||||||
| Director of Gemini S.p.A. | from 14/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Lucia Martinoli | Director of Credifarma S.p.A. (with reversibility of fees) | from 03/11/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
||||||||||||||
| Chairman of the Board of Directors of Gemini S.p.A. | from 19/03/2020 to 13/12/2020 End of office on 13/12/2020 | |||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Member of the Board of Directors of IFIS NPL S.p.A. | from 01/01/2020 to 17/09/2020 End of office on 17/09/2020 | |||||||||||||||
| Emanuel Nalli | Member of the Board of Directors of Capitalfin S.p.A. | from 01/01/2020 to 17/09/2020 End of office on 17/09/2020 | ||||||||||||||
| Director of IFIS NPL Servicing S.p.A. | from 01/01/2020 to 17/09/2020 End of office on 17/09/2020 | |||||||||||||||
| Director of Gemini S.p.A. | from 19/03/2020 to 17/09/2020 End of office on 17/09/2020 | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. |
| Fixed Remuneration | Variable non equity Remuneration |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Role | Period for which the role was held |
Role expiry date | Office indemnity decided by the Shareholders' Meeting |
Attendance fees |
Remuneration for special roles under Art. 2389 of the Italian Civil Code |
Fixed salary as an employee |
Remuner ation Supervisory Body |
Remuner ation for taking part in committees |
Bonuses and other incentives |
Participation in profits |
Non monetary benefits |
Other fees Total | Fair Value of equity Remuneration |
Termination of office indemnity or of employment |
|
| Member of the Supervisory Body of Banca IFIS S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Member of the Supervisory Body of IFIS NPL S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Member of the Supervisory Body of IFIS Rental Services S.r.l. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Member of the Supervisory Body of IFIS NPL Servicing S.r.l. | From 10/02/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Member of the Supervisory Body of Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Member of the Supervisory Body of Credifarma S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Chairman of the Board of Directors of IFIS NFL S.p.A. | from 01/01/2020 to 11/11/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Member of the Board of Directors of IFIS NPL S.p.A. | from 12/11/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Director of IFIS Rental Services S.r.l. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Alberto Staccione | Director of IFIS NPL Servicing S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
||||||||||||||
| Francesco Peluso Maria Cristina Taormina Nicola Zanirato Raffaele Zingone Alberto Staccione |
Director of Credifarma S.p.A. (with reversibility of fees) | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
||||||||||||||
| Member of the Credifarma S.p.A. Development Committee (with reversibility of fees) |
from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| Director of Farbanca S.p.A." | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Member of the Board of Directors of Capitalfin S.p.A. | from 03/11/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| General Manager of Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 Approval of the financial statements as at 31/12/20 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| Director of IFIS Rental Services S.r.l. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Chairman of the Board of Directors of Capitalfin S.p.A. | from 01/01/2020 to 31/12/2020 Approval of financial statements as at 31/12/21 |
|||||||||||||||
| Director of IFIS FINANCE I.F.N. S.A. | from 07/09/2020 to 31/12/2020 End of office 07/09/2022 | |||||||||||||||
| Member of the Audit Committee of IFIS FINANCE I.F.N. S.A. | from 15/09/2020 to 31/12/2020 End of office 07/09/2022 | |||||||||||||||
| Director of Farbanca S.p.A." | from 09/12/2020 to 31/12/2020 Approval of the financial statements as at 31/12/22 |
|||||||||||||||
| * Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | - | - | - | - | |||
| General Manager | from 01/01/2020 to 31/12/2020 n.a. | - | - | - | 308.4 | - | - | 46.3 | - | 25.2 | - | 379.9 | - | |||
| Remuneration in Banca IFIS S.p.A. | - | - | - | 308.4 | - | - | 46.3 | - | 25.2 | - | 379.9 | - | ||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. | - | - | - | - | - | - | - | - | - | |||||||
| Total | - | - | - | 308.4 | - | - | 46.3 | - | 25.2 | - | 379.9 | - | ||||
| Other executives with strategic responsibilities (12 executives during the 2020 financial year) | - | - | - | 2,059.9 | - | - | 228.5 | - | 183.3 | - | 2,471.7 | 198.0 | ||||
| Remuneration in Banca IFIS S.p.A. | - | - | - | 2,059.9 | - | - | 228.5 | - | 183.3 | - | 2,471.7 | 198.0 | ||||
| Remuneration from subsidiaries of Banca IFIS S.p.A. Total |
- - |
- - |
- - |
- 2,059.9 |
- - |
- - |
- 228.5 |
- - |
- 183.3 |
- - |
- 2,471.7 |
- 198.0 |
||||
*Eventuali compensi ricevuti da membri di organi societari del Gruppo, che risultano anche dipendenti della Capogruppo, sono soggetti a reversibilità.
**La società Farbanca S.p.A. è entrata nel Gruppo Banca Ifis come società controllata in seguito all'acquisizione del 70,77% delle quote societarie in data 27/11/2020.
Con rifermento al Regolamento Emittenti CONSOB, essendo la società Farbanca presente all'interno Gruppo alla data del 31/12/2020 è stato riportato liniero compenso annuale deliberato.
Executives with strategic responsibilities identified at 31st December 2020 (including the General Manager) are 11. Information is provided at an aggregate level indicating the number of individuals referred to.
The tables established by Appendix 3A, Template 7 bis, of the "Issuers' Regulation" currently applicable to the Banca Ifis Group are Tables 3A and 3B reported below with the participation in profits data established for the Chief Executive Officer and the General Manager.
TABLE 3A: Incentive plans based on financial instruments, not stock options, for members of the administration bodies, general managers and other executives with strategic responsibilities
| (A) | (B) | (1) | Financial instruments assigned in previous years 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 attributable |
Financial instruments pertaining to the year |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | |||
| Name and Surname |
Role | Plan | Number and type of financial instruments |
Vesting period |
Number and type of financial instruments |
Fair value at the assignment date |
Vesting period |
Assignment date |
Market price at the time of assignment |
Number and type of financial instruments |
Number and type of financial instruments |
Value at the accrual date |
Fair value |
| Luciano Colombini |
Chief Executive Officer Banca IFIS S.p.A since 19/04/2019 2019 Plan Resolution 9,226 3 - - - - - of 19/04/2019 2020 Plan Resolution - - - - - - - - - - of 23/04/2020 - - - - - - - - - - 2019 Plan - - - - - - - - - - 2020 Plan |
||||||||||||
| Remuneration in Banca IFIS | |||||||||||||
| S.p.A. | - | ||||||||||||
| Remuneration from | - | ||||||||||||
| subsidiaries of Banca IFIS S.p.A. |
- | ||||||||||||
| Total | |||||||||||||
| Staccione Alberto |
General Manager Bank IFIS S.p.A. |
||||||||||||
| 2016 Plan Resolution of 22/03/2016 |
1,018 | 3 | - | - | - | - | - | - | 1,710 | 15,267 | |||
| 2017 Plan Resolution of 21/04/2017 |
1,137 | 3 | - | - | - | - | - | - | - | - | - | ||
| Remuneration in Banca IFIS S.p.A. |
2018 Plan Resolution of 06/03/2018 |
2,414 | 3 | - | - | - | - | - | - | - | - | - | |
| 2019 Plan Resolution of 19/04/2019 |
4145 | 3 | - | - | - | - | - | - | - | - | - | ||
| 2020 Plan Resolution of 23/04/2020 |
- | - | - | - | - | - | - | - | - | - | - | ||
| 2016 Plan | - | - | - | - | - | - | - | - | - | - | - | ||
| 2017 Plan | - | - | - | - | - | - | - | - | - | - | - | ||
| Remuneration from subsidiaries of Banca IFIS S.p.A. |
2018 Plan | - | - | - | - | - | - | - | - | - | - | - | |
| 2019 Plan | - | - | - | - | - | - | - | - | - | - | - | ||
| 2020 Plan | - | - | - | - | - | - | - | - | - | - | - | ||
| Total | 15,267 |
TABELLA 3A: Piani di incentivazione basati su strumenti finanziari, diversi dalle stock option, a favore dei componenti dell'organo di amministrazione, dei direttori generali e degli altri dirigenti con responsabilità strategiche
| (A) | (B) | (1) | (2) | (3} | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Bonus of the year | Bonus of previous years | ||||||||
| (A) | (B) | (c) | (A) | (B) | (C) | ||||
| Name and Cogome Role |
Plan | Payable/paid | Deferred | Deferment period | No longer payable | Payable/paid | Still deferred | Other Bonuses | |
| Luciano Colombini | Chief Executive Office Banca IFIS S.p.A. from 19/04/2019 |
||||||||
| 2019 Plan 19/04/2019 Remuneration in Banca IFIS S.p.A. |
Resolution of | - | - | - | - | 123,552 | 82,368 - | ||
| 2020 Plan Resolution of 23/04/2020 |
- | - | - | - | - | - | - | ||
| Remuneration from subsidiaries of Banca IFIS | 2019 Plan | - | - | - | - | - | - | - | |
| S.p.A. | 2020 Plan | - | - | - | - | - | - | - | |
| Total | - | - | - | - | 123,552 | 82,368 | - | ||
| Staccione Alberto | General Manager | ||||||||
| 2016-2017 plans 2018-2019 |
- | - | - | - | 92,958 | 111,012 | - | ||
| Remuneration in Banca IFIS S.p.A. | 2020 Plan Resolution of 23/04/2020 |
46,260 - | - | - | - | - | - | ||
| 2016 Plan | - | - | - | - | - | - | - | ||
| 2017 Plan | - | - | - | - | - | -- | - | ||
| Remuneration from subsidiaries of Banca IFIS S.p.A. |
2018 Plan | - | - | - | - | - | - | - | |
| 2019 Plan | - | - | - | - | - | - | - | ||
| 2020 Plan | - | - | - | - | - | - | - | ||
| Total | 46,260 | - | - | - | 92,958 | 111,012 | - |
| Name and Surname | Role | Investee company |
No. of shares owned at the end of the previous fin. year |
No. of shares purchased / received |
No. of shares sold | No. of shares owned at the end of the current fin. year |
|---|---|---|---|---|---|---|
| Sebastien Egon Fürstenberg (including shares held indirectly through La Scogliera S.p.A. until 23 May 2020) |
President | Banca Ifis S.p.A. |
27,125,847 | 100,500 | 27,174,347 | 52,000 |
| Ernesto Fürstenberg Fassio | ||||||
| (through La Scogliera S.p.A.) |
Vice-President | 27,174,347 | 27,174,347 | |||
| Luciano Colombini | Chief Executive Officer |
Banca Ifis S.p.A. |
6,200 | 11,.200 | 17,400 | |
| Alessandro Csillaghy de Pacser (i) |
Director | |||||
| Daniele Umberto Santosuosso |
Director | |||||
| Simona Arduini | Director (LID) | |||||
| Monica Billio | Director | |||||
| Antonella Malinconico | Director | |||||
| Roberto Diacetti | Director | |||||
| Divo Gronchi | Director | |||||
| Beatrice Colleoni | Director | |||||
| Luca Lo Giudice | Director | |||||
| Riccardo Preve (including shares held indirectly through Preve Costruzioni S.p.A.) (ii) |
Director | Banca Ifis S.p.A. |
n.a. | 1,234,500 |
| Name and Surname | Role | Investee company |
No. of shares owned at the end of the previous fin. year |
No. of shares purchased / received |
No. of shares sold |
No. of shares owned at the end of the current fin. year |
|---|---|---|---|---|---|---|
| Giacomo Bugna | President | |||||
| Franco Olivetti | Standing Auditor | |||||
| Marinella Monterumisi | Standing Auditor | |||||
| Giuseppina Manzo | Alternate Auditor | |||||
| Alessandro Carducci Artenisio |
Alternate Auditor |
| Alberto Staccione (iii) | General Manager | Banca Ifis S.p.A. |
148,074 | 1,710 | 149,784 | ||
|---|---|---|---|---|---|---|---|
| -- | ------------------------- | ----------------- | ---------------------- | --------- | ------- | -- | --------- |
(i) Dr. Alessandro Csillaghy De Pacser has resigned with effect from 31 March 2020
(ii) Mr. Riccardo Preve was appointed Director by the Shareholders' Meeting of 23 April 2020
(iii) assignment of Banca Ifis treasury stock to the General Manager as part of variable remuneration applying remuneration and bonus policies approved from time to time by the Shareholders' Meeting
| Number of executives with strategic responsibilities |
Number of shares Investee owned at the end company of the previous fin. year |
Number of shares purchased |
Number of shares sold |
Number of shares owned at the end of the current fin. year |
|
|---|---|---|---|---|---|
| 11 people as at 31/12/2020 |
Banca Ifis S.p.A. | --- | 10,500 | - | 10,500 |
* Excluding the General Manager
| QUANTITATIVE INFORMATION AGGREGATED BY BUSINESS LINES of Banca IFIS S.p.A. | ||||||||
|---|---|---|---|---|---|---|---|---|
| BUSINESS LINES | Number | ANNUAL GROSS REMUNERATION |
ANNUAL GROSS VARIABLE REMUNERATION |
|||||
| COMPANY FUNCTIONS | 486 | 22,503,979 | 1,460,141 | |||||
| COMPANY CONTROL FUNCTIONS | 73 | 3,862,517 | 302,964 | |||||
| INVESTMENT BANKING | 33 | 2,513,885 | 393,642 | |||||
| RETAIL BANKING | 596 | 25,979,112 | 3,226,744 | |||||
| TOTAL | 1,188 | 54,859,493 | 5,383,491 |
Notes:
** The "Corporate Functions" include 4 employees seconded to other Group companies
| AGGREGATE QUANTITATIVE INFORMATION of Ifis Rental Services Srl* | |||||
|---|---|---|---|---|---|
| Number | Annual Gross Remuneration | Annual Gross Variable Remuneration | |||
| 19 | 715,281 | 58,267 |
Notes:
* The table considers the personnel in force as of 31/12/2020.
| AGGREGATE QUANTITATIVE INFORMATION of Ifis Npl S.p.A.* | ||
|---|---|---|
| Number | Annual Gross Remuneration | Annual Gross Variable Remuneration |
| 313 | 10,105,847 | 863,177 |
Notes:
* The table considers the personnel in force as of 31/12/2020. Included are 5 employees seconded to other Group companies
| AGGREGATE QUANTITATIVE INFORMATION of Credifarma S.p.A.* | |||||
|---|---|---|---|---|---|
| Number | Annual Gross Remuneration | Annual Gross Variable Remuneration | |||
| 39 | 1,562,246 | 123,985 |
Notes:
* The table considers the personnel in force as of 31/12/2020.
| AGGREGATE QUANTITATIVE INFORMATION of Cap.Ital.Fin. S.p.A.* | ||||
|---|---|---|---|---|
| Number | Annual Gross Remuneration | Annual Gross Variable Remuneration | ||
| 41 | 1,183,830 | 75,548 |
Notes:
* The table considers the personnel in force as of 31/12/2020.
| AGGREGATE QUANTITATIVE INFORMATION of the Companies Ifis Npl Servicing S.p.A. and Ifis Real Estate S.p.A.* |
||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Number | ANNUAL GROSS REMUNERATION |
ANNUAL GROSS VARIABLE REMUNERATION |
|||||
| Ifis Npl Servicing S.p.A. | 107 | 3,600,246 | 229,182 | |||||
| Ifis Real Estate S.p.A. | 2 | 87,597 | 5,307 | |||||
| TOTAL | 109 | 3,687,843 | 234,488 |
Notes:
* The table considers the personnel in force as of 31/12/2020.
| AGGREGATE QUANTITATIVE INFORMATION of the Company Farbanca S.p.A. * | |||||
|---|---|---|---|---|---|
| Number | Annual Gross Remuneration | Annual Gross Variable Remuneration | |||
| 31 | 1,564,058 | 148,541 |
Notes:
* The table considers the personnel in force as of 31/12/2020.
| AGGREGATE QUANTITATIVE INFORMATION of Ifis Finance Sp. Z.O.O.* | ||||||
|---|---|---|---|---|---|---|
| Number | Annual Gross Remuneration | Annual Gross Variable Remuneration | ||||
| 18 | 481,865 | 4,906 |
Notes:
* The table considers the personnel in force as of 31/12/2020.
| AGGREGATE QUANTITATIVE INFORMATION REPRESENTING "KEY PERSONNEL" (ONLY EMPLOYEES) OF THE BANCA IFIS GROUP (SELF- ASSESSMENT CONDUCTED ON 27/02/2020) |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Banca Ifis Group | No. | Fixed | Variable | % Average variable on fixed |
Cash up front | Equity up front | Cash deferred | Equity deferred | ||
| Key personnel | 44 | 6,643,780 | 980,584 | 15.06% | 22,500 | 67,500 | 60,241 | 45,000 |
In compliance with the requirements of Bank of Italy Circular 285 and the internal regulations of the Banca Ifis Group, the Internal Audit Department carried out a specific audit on the remuneration and incentive policies and practices to assess their effective compliance with the relevant legislation.
In particular, audits concerned the following areas:
• definition of remuneration policies in order to check compliance with the regulatory framework and adequacy over favouring balanced Group governance and development mechanisms, identifying elements better qualifying the ex post correction mechanisms of the variable component;
• application of the remuneration and incentive policies in order to i) assess, based on random audits, the Group's action with respect to the reference principles also related to the payment stage; ii) to ensure the accuracy of the "key personnel" identification process and the correct definition of the relative scope;
• compliance with Supervisory Authority indications, and developments compared to previous areas of improvement suggested by the Internal Audit Department, to orient Banca IFIS Group actions towards sector best practices.
After the audits conducted, Internal Audit expressed an essentially positive opinion on the remuneration and incentive policies and practices of the Banca IFIS Group.
The main results of the audit were presented to the Remuneration Committee on 24 March 2021
Annex 1 to the Report on the remuneration policy and on remuneration paid 2021
MARCH 2021
| Version | Approval date | Brief description of changes |
|---|---|---|
| 1 | 07 March 2019 | First issuance |
This Policy, which forms an integral part of the Remuneration Report, describes the principles and guidelines for defining the process for identifying key personnel by the Parent Company and its subsidiaries. In particular, it regulates:
This policy is applicable and disseminated, to the extent applicable, to all the organisational units of the Parent and its subsidiaries.
The document is managed according to the same procedure envisaged for the Remuneration Report of which this policy forms an integral part.
Responsibility for the document management process is broken down as follows:
| Subsidiaries | ||||
|---|---|---|---|---|
| Drafting | Discussion | Approval | Publication | Approval |
| Manager Human Resources of the Parent Company Support Parent Company Compliance Parent Company's Organisational Office |
General Manager and Remuneration Committee |
Board of Directors Shareholders' Meeting |
Parent Company's Organisational Office |
Board of Directors |
This policy has been shared with Compliance.
Pursuant to Directive 2013/36/EU of the European Parliament and of the Council, implemented in Italy in the Supervisory Provisions for Banks (Circular No. 285 of 17 December 2013, 25th update, on Remuneration and Incentive Policies and Practices, hereinafter Circular or Provisions of the Bank of Italy), and the information to be given pursuant to Article 450 of EU Regulation No. 575/2013 (so-called CRR), the Bank is required to identify annually the categories of personnel whose professional activities have a substantial impact on the Bank's risk profile.
To this end, the European legislator, with Delegated Regulation (EU) No. 604/2014 (hereinafter also the "Regulation"), established technical regulatory standards by identifying qualitative and quantitative criteria, each of which, if satisfied, denotes the ability of an entity to have a material impact on the institution's risk profile.
These criteria are also referred to in the Circular of the Bank of Italy, in which all banks are required to identify the key personnel by applying the Regulation, "in order to graduate the application of the entire discipline according to the effective capacity of individual company figures to affect the Bank's risk profile" and to identify and apply "additional criteria to those established in the aforementioned Delegated Regulation, if necessary to identify additional persons who assume significant risks for the bank" (see Circular no. 285 of 2013, first part, Title IV, Chapter 2, section 1, par. 6).
To identify the key personnel, the Bank therefore applies the Delegated Regulation (EU) of 4 March 2014, no. 604. The Bank, in its capacity as Parent Company, applies the aforementioned Regulation to identify the key personnel for the group having regard to all the companies of the group, whether or not they are subject to the discipline on an individual basis. The Bank, if necessary, identifies and applies criteria in addition to those established in the aforementioned Delegated Regulation, in order to identify additional personnel who take on risks relevant to the group.
The function responsible for preparing the policy relating to the identification process of key personnel, which forms an integral part of the Bank's remuneration and incentive policy, is the Human Resources function of the Parent Company.
The Compliance function of the Parent Company, as a control function, expresses itself on the compliance with the regulatory framework of the policies for the identification of key personnel.
The Risk Management function, as a control function, supports the Human Resources function, as far as it is concerned, in verifying the existence of the quality requirements referred to in art. 3 of the Delegated Regulation. The Internal Audit function of the Parent Company, as a control function, on the other hand verifies ex post the compliance of the identification process of key personnel with this policy.
As part of the identification process of key personnel, the companies of the Group actively participate by providing the Human Resources function of the Parent Company with the documentation and information necessary for the purpose and abide by the indications received.
The identification process of the key personnel is composed of the following sub-processes:
The Remuneration Committee submits this Policy for subsequent approval by the Board of Directors of the Parent Company and the Shareholders' Meeting.
It is also specified that the Remuneration Committee:
(i) expresses itself, also making use of the information received from the competent corporate functions, on the results of the identification process of the most important personnel, including any exclusions, pursuant to Section II paragraph 6.1 of the Supervisory Provisions; (ii) provides advice and submits proposals to the Board of Directors of the Parent Company for the remuneration of the remaining "key" personnel identified within the Parent Company and other Group companies in compliance with current supervisory provisions.
As regards the activities of the Board of Directors, please refer to what is specified below in paragraph 3.6 of this document.
For more detail on the additional roles of the Remuneration Committee, the Board of Directors and the Shareholders' Meeting, in the context of remuneration policies, please refer to the Remuneration Report (Section I, paragraphs 1.1 to 1.3).
For the purpose of identifying the key personnel, the Parent Company's Human Resources considers all the Group's personnel as a whole and therefore the members of the bodies with strategic supervision, management and control functions, the Group's employees and collaborators.
Human Resources of the Parent Company then proceeds with the collection and verification of all internal regulatory legislation, in order to identify the roles of greater responsibility within the entire organisational structure of the Group.
Therefore, the scope of analysis takes particular account of the following roles:
Once the perimeter of analysis has been defined, all the aforementioned roles are classified by the Human Resources of the Parent Company, if the conditions are met, within the categories referred to in Article 3 of the Delegated Regulation.
The Bank also identifies criteria in addition to those established in the aforementioned Delegated Regulation, in order to make the attention reserved by the Supervisory Provisions of the Bank of Italy to "the executive directors; the general managers; the co-general managers; the deputy general managers and similar figures; the heads of the main lines of business, company functions or geographical areas; those who report directly to the bodies with strategic supervision, management and control functions; managers and higher-level personnel of the corporate
control functions" as well as particular categories of personnel such as "agents in financial and insurance activities and financial consultants qualified for out-of-office canvassing employed in external distribution networks." In particular, Human Resources identifies the additional personnel who, due to the professional activities carried out and the risks monitored, can have a substantial impact on the Group's risk profile, taking into account the responsibilities entrusted and the activities carried out, the hierarchical levels, the delegations and the ability to affect, individually and/or collectively, the risk profile of the Group. The presence or absence of these requirements is identified based on the analysis of internal regulations.
The outcomes of the identification process are appropriately motivated and formalised by Human Resources in the Self-Assessment document, with the support, as far as is within the remit of Compliance and Risk Management.
Once the most relevant personnel have been defined on the basis of the qualitative criteria referred to in Article 3 of the Delegated Regulations, Human Resources verifies the existence of the quantitative criteria referred to in Article 4 of the same Delegated Regulation, letters a), b) and c). The outcomes of the identification process are appropriately motivated and formalised by Human Resources in the Self-Assessment document.
If the Bank considers that the personnel identified in implementation of Article 4, paragraph 1, of the Delegated Regulation (EU) no. 604/2014 may not be considered as key personnel, in accordance with the provisions of paragraphs 2 and following of the same article, the same through Corporate Affairs and on the recommendation of Human Resources:
i) promptly, and in any case within six months of the end of the previous year, sends the notification referred to in Article 4, paragraph 4 of the Delegated Regulation (EU) no. 604/2014 (i.e., notification of exclusions concerning personnel with an amount of total remuneration equal to or greater than 500,000 euros and less than 750,000 euros). The notification is accompanied by the information identified in Annex A referred to in Part One, Title IV, Chapter 2, Section I of the Supervisory Provisions. In it, the Bank explains the reasons for the exclusions, providing clear evidence of the assumptions on which they are based and clearly distinguishing between the situations referred to in letter a) and those referred to in letter b) of Article 4, paragraph 2, of the Delegated Regulation (EU) no. 604/2014. The exclusion lasts one year and concerns the year following the one in which the notification is transmitted, with the exception of the exclusions notified for the first time, which also extend to the year in which the notification is submitted. However, a new notification is not required for personnel already excluded in the previous year, provided that the bank has ascertained that the conditions on the basis of which the exclusion was made have not changed;
ii) promptly, and in any case within six months of the end of the previous year, submit to the Bank of Italy the request for prior authorisation referred to in Article 4, paragraph 5, of the Delegated Regulation (EU) no. 604/2014 (i.e., authorisation for exclusions concerning personnel with an overall remuneration equal to or greater than 750,000 euros or personnel falling within the 0.3% of the personnel to whom the highest overall remuneration was attributed in the previous financial year).
The request for prior authorisation is accompanied by the information identified in Annex A referred to in Part One, Title IV, Chapter 2, Section I of the Supervisory Provisions. The Bank of Italy makes a decision within 3 months of receiving the complete documentation. The authorisation lasts one year and concerns the year following the one in which the request is submitted, with the exception of the exclusions authorised for the first time, which also extend to the year in which the request is submitted.
The notification under i) and the application for authorisation under ii) may cumulatively concern several employees or categories of personnel whose exclusion is based on the same conditions, provided that the personnel for which the exclusion is requested are clearly identifiable and the same level of information required under this
paragraph is guaranteed. Applications for authorisation for exclusions concerning personnel to whom an amount of total remuneration equal to or greater than 1 million euro is recognised (see Article 4, paragraph 5, third sentence, of Delegated Regulation (EU) no. 604/2014) are in any case submitted individually for each employee.
The Self-assessment document is drawn up annually by the Human Resources function of the Parent Company, which constitutes the preparatory phase for the preparation of the remuneration and incentive policies for the Group's personnel and which contains:
The same information concerns any personnel excluded and those for whom a notification or request for exclusion has been submitted or is intended to be submitted, as regulated in paragraph 3.4.1.
The Human Resources function of the Parent Company, with the support of the Parent Company's Compliance, monitors the consistency of the contents of the Self-Assessment document with respect to any organisational changes that have occurred in order to assess the need for revision of the document itself in order to make it consistent with the organisational changes made.
The self-assessment document is submitted for evaluation by the Parent Company's Remuneration Committee and, in the event of a favourable opinion from the latter, for the approval of the Board of Directors of the Parent Company.
Following the aforementioned decisions, the subsidiaries then abide by the indications received and remain in any case responsible for compliance with the legislation directly applicable to them and for the correct implementation of the guidelines provided by the Parent Company.
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