Remuneration Information • Jun 22, 2021
Remuneration Information
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(Prepared pursuant to Articles no. 123-ter of the Consolidated Law on Finance, no. 84-quater of CONSOB Regulation 11971/1999, no. 5 of Corporate Governance Code)
This Remuneration Report (hereinafter referred to as the "Report") has been prepared by Tiscali S.p.A. (hereinafter referred to as the "Company" or the "Issuer") pursuant to applicable regulations and Article no. 5 of the Corporate Governance Code (hereinafter referred to as the "Code") and Article no. 123-ter of the Legislative Decree no. 58 of 24 February 1998 (hereinafter referred to as the "TUF", Consolidated Law on Finance) and 84 quater of the CONSOB Regulation 11971/1999 (hereinafter referred to as the "Issuers' Regulation"), the Report was approved by the Board of Directors on 14 May 2021, subject to the opinion of the Remuneration Committee, and will be submitted to the examination and vote of the Shareholders' Meeting at the time of approval of the financial statements as of 31 December 2020.
Pursuant to Article no. 123-ter of the TUF, the Report is divided into two sections:
subsequent years for activities carried out in the year of reference, possibly indicating an estimated value for components that cannot be objectively quantified in the year of reference (c) an explanation of how the Company took into account the vote cast the previous year on Second Section of the Report. The Second Section is submitted to the non-binding vote of the Shareholders' Meeting.
The Report also shows the shareholdings held by Directors, Statutory Auditors and Key Executives in the Company.
The Report shall be sent to Borsa Italiana and shall be made available to the public at the Company's registered office and on the Company's website by the twenty-first day prior to the date of the Shareholders' Meeting called to approve the financial statements as of 31 December 2020.
The following functions report to the Chief Executive Officer:
The Board of Directors is supported by the Internal Audit department, which is responsible for defining audit programmes, carrying out planned and required audits, preparing audit reports and monitoring the implementation of plans to improve the internal control system.
This Remuneration Policy was adopted by the Board of Directors on 14 May 2021, after preliminary investigation and on the proposal of the Appointments and Remuneration Committee; these bodies are also responsible for any revisions of this policy.
According to Article no. 5, Principle XV of the Corporate Governance Code, the policy for the remuneration of Directors, members of the supervisory body and top management is functional to the pursuit of the company's sustainable success and takes into account the need to dispose of, retain and motivate people with the skills and professionalism required by their role in the company.
The Board shall ensure that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in light of the results achieved and other circumstances relevant to its implementation. (Principle XVI)
This Remuneration Policy is approved for the year 2021 with specific reference to the annual variable component expressed through the managerial MBO programme.
It should also be noted that the Company approved the 2016-2021 Stock Option Plan for strategic management, which will remain in force until its natural expiry in 2021.
The main persons and bodies involved in the preparation and approval of the Policy are the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee and the Board of Statutory Auditors.
The Shareholders' Meeting:
• Determines the remuneration of the members of the Board of Directors and the Board of Statutory Auditors pursuant to Article no. 2364, paragraph 1, no. 3, of the Italian Civil Code;
The Board of Directors:
In order to ensure that the choices made on remuneration are adequately informed, the Board of Directors is supported by the Appointments and Remuneration Committee.
Since March 2001, the Company's Board of Directors has set up an internal Appointments and Remuneration Committee (hereinafter referred to as the "Committee"), as provided for in Principle III of Article no. 6 of the Corporate Governance Code and its application criteria.
The Committee in office at the date of the Report was appointed at the meeting of the Board of Directors on 27 June 2019 and is composed of three non-executive Directors, two of whom are independent: Patrizia Rutigliano (Chairman), Federica Celoria, Cristiana Procopio. Mrs. Procopio succeeded Mrs. Polatti, who resigned in June 2020.
At least one member of the Appointments and Remuneration Committee has knowledge and experience in accounting and finance, and/or in remuneration policies.
The Board of Directors entrusts the Remuneration Committee with the task of:
(a) Assist it in drafting the policy for the remuneration of Directors and key management personnel;
(b) Submit proposals or express opinions on the remuneration of Executive Directors and other Directors who hold particular offices, as well as on the setting of performance objectives related to the variable component of that remuneration;
(c) Monitor the concrete application of the remuneration policy and verify, in particular, the actual achievement of performance objectives;
(d) Periodically assess the adequacy and overall consistency of the policy for the remuneration of directors and top management (Recommendation no. 25).
Furthermore, the Appointments and Remuneration Committee:
In line with the provisions of the Code, the work of the Committee is coordinated by a Chairman, the meetings are held as a collegial body and minutes are regularly taken.
No Director takes part in Committee meetings in which proposals are formulated to the Board of Directors regarding his/her own remuneration. The members of the Board of Statutory Auditors are regularly invited to Committee meetings, and representatives of company departments and independent experts and/or other persons whose participation is deemed useful for the proceedings of the meeting may also attend.
In order to perform its duties, the Remuneration Committee has access to the necessary information and corporate functions and makes use of the Issuer's corporate means and structures. The Committee may also use the services of an external consultant to obtain information on market practices regarding remuneration policies, under the terms established by the Board of Directors.
Pursuant to Article no. 2389 of the Italian Civil Code, the Board of Statutory Auditors expresses its opinion on proposals for the remuneration of Executive Directors, and more generally, of Directors holding special offices, verifying the consistency of such proposals with the Policy.
The Board of Directors did not seek the advice of independent experts in preparing the Policy.
The Company's Policy contributes to the Company's strategy, the pursuit of its long-term interests and its sustainable success.
The Policy's period is one year and covers the remuneration of the Chief Executive Officer, Directors holding special offices, Non-Executive Directors and Key Managers for the financial year 2021.
The Remuneration Policy contributes to the business strategy, the pursuit of long-term interests and the sustainability of the Company and the Group by:
• Aligning the interests of top management with those of shareholders, pursuing the priority objective of creating sustainable value in the medium/long term, through the creation of a strong link between remuneration and performance;
These objectives constitute the fundamental reference point in the definition of the Issuer's remuneration policies; in fact, the remuneration of Directors and Key Executives is defined so as to ensure an overall remuneration structure capable of recognising the professional value of the individuals involved. Remuneration is aimed at creating value in the medium- and long-term for the Issuer, shareholders and other stakeholders. In addition, the Remuneration Policy is aimed at providing incentives to persons occupying key positions in the pursuit of the Company's and the Group's management performance objectives, with the aim of maintaining constant alignment between the interests of management and those of shareholders as a whole.
The Remuneration Policy aims at attracting and retaining and motivating highly professional resources, with particular attention to positions considered key to the development of the organisation, appropriate to the complexity and specialisation of the business.
The Remuneration Policy is therefore linked to the assessment of individual and corporate performance indicators in order to create an integrated system that measures and rewards individual performance in line with economic and financial indicators of corporate growth.
The Remuneration Policy, in line with the general objectives outlined above, is based on the following principles:
With particular reference to the composition of the remuneration package of the Chief Executive Officer and Executives with Strategic Responsibilities, the Remuneration Policy is defined in accordance with the following criteria:
The assignment of the variable components (short or medium-to-long term) of remuneration is linked to the achievement of predetermined quantitative and/or qualitative performance objectives, which are reasonably predetermined by the Board of Directors, upon proposal of the Committee, and are: specific, defined, measurable, realistic, adequately challenging and incentive-based.
Moreover, in accordance with the provisions of the Corporate Governance Code, long-term sustainability, engagement, proportionality and simplification are the new four guidelines that the Company will follow, with particular attention to long-term sustainability also through specific recommendations concerning the remuneration policies of the Executive Directors and top management, providing that a significant part of the variable remuneration is linked to the performance of the Company also in terms of the so-called ESG (Environmental, Social and Governance) requirements.
The principles guiding the Policy of the Chief Executive Officer and of the Key Executives apply both with reference to the Company and, possibly, with reference to similar key figures present in relevant companies belonging to the group headed by Tiscali.
In the event that the Company carries out operations of particular exceptionality in terms of strategic importance that have a significant effect on the economic and financial results of the Company, the Board of Directors, on the proposal of the Committee, has the discretionary power to award specific bonuses to Executive Directors, Executives or other specifically identified persons involved in such operations.
The Policy provides that non-Executive Directors are granted a remuneration consisting of a fixed component formed by (i) the remuneration resolved by the Shareholders' Meeting for the office of members of the Board of Directors, pursuant to Article no. 2389, paragraph 1, of the Italian Civil Code; (ii) the amounts resolved by the Board of Directors for the Chairmen of the committees within the Board of Directors.
Furthermore, the Policy provides that Directors holding special offices or Key Executives are granted a remuneration consisting of a fixed component, a short-term variable component and long-term incentives in order to favour the achievement of specific objectives in the interest of all shareholders. Above all, the long-term incentive component is aimed at favouring the achievement of long-term objectives with a view to aligning the interests of managers with those of shareholders.
The level of fixed remuneration is mainly related to (i) the level of experience gained and professional specialisation, (ii) the organisational role held and (iii) the responsibilities and commitment required.
The fixed component of the remuneration of Directors holding special offices or of Key Executives is referred to in the contractual provisions and in the relevant economic tables provided for by the national collective regulations applied.
The fixed component of remuneration is in any case sufficient to remunerate the Director or Executive even if the variable component is not paid, in whole or in part, due to the failure to achieve performance objectives. Given the aim of attracting and motivating qualified and competent professionals, the Company constantly monitors market practices as regards the fixed components of remuneration, in order to align itself to the best practices on the matter. Moreover, the fixed component is such as to ensure adequate competitiveness compared to the remuneration levels recognised by the market for the specific position.
For some years now, the Company has been adopting the Management by Objectives (MBO) system, in order to provide management with incentives to achieve corporate objectives. The architecture of the MBO system, already from the 2020 financial year, as confirmed for the 2021 financial year, presents some changes compared to the past, with regard to both the mix of objectives and the relative weights assigned to them.
The system envisages a "threshold" objective consisting of the Group net EBITDA company indicator, which continues to be a condition for access to the bonus linked to all the objectives assigned to the beneficiaries of the Incentive Plan, starting from the Chief Executive Officer.
With the exception of the Chief Executive Officer, who is required to meet a very high level of challenge also due to the peculiar organisational structure of the Company and for whom, consequently, there is a different percentage split between fixed and variable components, the variable component of the short-term remuneration of management is not higher than 30% of the fixed remuneration.
In the meeting of 14 May 2021, the Board of Directors, with the positive opinion of the Committee, approved the guidelines of the management incentive scheme (MBO) for the year 2021, which provides for the assignment of a set of objectives for each role.
In order to strengthen the concept of joint participation in the achievement of company results, it was decided to adopt a common target — the Group net EBITDA — which is the same for all beneficiaries of the MBO incentive scheme, as it responds to the logic of maximising the emphasis on value creation that this indicator summarises across all company functions.
The achievement of 80% of this objective is considered a necessary condition for the payment of bonuses based on the achievement of individual objectives.
In addition to this common objective, specific and individual objectives are identified, each with a percentage weight for the payment of the bonus.
In accordance with the Corporate Governance Code, from the 2020 financial year a portion of variable remuneration has been linked to the Company's performance also in terms of the so-called ESG (Environmental, Social and Governance) requirements. These objectives, which have a weight of 15%, may be declined according to specific areas of activity according to the following guidelines:
(Environment) business policies with an environmental impact in terms of energy saving
(Social) policies for engaging the company population
The objectives will be set out in greater detail during the 2021 financial year by the Chief Executive Officer, assisted by the relevant corporate functions and by the Committee, where required.
Finally, in compliance with the provisions of the Corporate Governance Code and in line with market best practices, the Company has provided for the adoption of "claw-back" mechanisms in the variable incentive systems and reserves the right to request the repayment, in whole or in part, of compensation paid on the basis of results which have proved to be ineffective or not lasting, according to the specific provisions of the plan.
The variable component of remuneration is also oriented towards a medium-long term horizon, so as to: (i) focus the attention of beneficiaries on factors of strategic interest; (ii) foster their loyalty; (iii) align remuneration with the creation of value, in the medium-to-long term, for shareholders; and (iv) ensure an overall competitive level of remuneration.
The Shareholders' Meeting of 16 June 2016 approved the 2016-2021 Stock Option Plan (hereinafter referred to as the "2016-2021 Plan") reserved for the Chief Executive Officer and the management of the Tiscali Group and the share capital increase, against payment and also in separate issues, for a maximum amount of EUR 25,193,708.00 to be allocated to share capital, with the exclusion of option rights pursuant to Article no. 2441, paragraphs 5 and 6 of the Italian Civil Code, through the issue of a maximum of 31,000,000 shares of the Tiscali Group, by issuing a maximum of 314,528,189 new ordinary shares of Tiscali, to be reserved for the beneficiaries of the 2016-2021 Plan.
The 2016-2021 Plan is described in the document prepared pursuant to Article no. 114-bis of the TUF, at the Shareholders' Meeting of 16 June 2016 and is available in the "Governance" section of the Company's website at www.tiscali.com.
The Remuneration Policy envisages, in specific cases to be assessed on a case-by-case basis, the signing — with Directors, Key Managers or employees holding positions of particular strategic importance — of agreements which regulate ex ante the economic aspects in the event of termination of the office or relating to the possible early termination of the relationship at the initiative of the Company or the person concerned.
These ad hoc agreements are aimed at regulating the cases of termination of the relationship or termination of the office for reasons other than just cause or objective justification (e.g. in the event of termination of the relationship at the initiative of the Company in the absence of just cause or objective justification or termination at the initiative of the individual for just cause such as, by way of example, a substantial change in the role or powers assigned and/or change of control). In this case, if appropriate and convenient, the Company shall evaluate from time to time the possible conclusion of such agreements aimed at regulating the termination of the relationship in a consensual manner. Without prejudice to
regulatory and contractual obligations, the Company shall be guided by market standards, always bearing in mind the primary interest of the Company.
Again by way of exception and in the presence of particular situations, possibly also in combination with the above-mentioned agreements, the Tiscali Group may enter into non-competition agreements with the Chief Executive Officer, the General Manager (if any), the Key Executives or other employees who hold positions of particular strategic importance, which provide for a fee related to the remuneration and the duration and extent of the constraint resulting from the agreement itself. The constraint is in any case referred to the product sector and the territorial scope in which the Tiscali Group operates.
Executive and non-Executive Directors, the General Manager, if any, and Key Executives as well as Statutory Auditors are covered by civil liability insurance for acts committed in the exercise of their functions, with the exception of cases of fraud and gross negligence.
There are no bonuses not linked to performance conditions for Executives with Strategic Responsibilities
The remuneration due to the Chief Executive Officer is defined by the Board of Directors, on the proposal of the Remuneration Committee, and consists of (i) an annual fixed component, which takes into account the special offices held by the Directors; and (ii) variable components as set forth in paragraph 4 above.
The Chief Executive Officer in office at the date of the Report may be granted an annual variable component, in line with current Company policies, as an incentive specifically related to the activities performed in relation to the mandate conferred as well as to the achievement of objectives and/or performance results determined by the Board of Directors of the Company, after hearing the opinion of the Appointments and Remuneration Committee, for a maximum amount of EUR 400,000.00.
With reference to the 2021 financial year, at the meeting held on 14 May 2021, the Board of Directors drew up — on the proposal of the Appointments and Remuneration Committee, and consistent with the overall architecture — the following incentive targets for MBO 2021:
| Objectives | % Weight |
Maximum Bonus (100%) |
Bonus Level |
|---|---|---|---|
| Net EBITDA |
35% | EUR 140,000.00 |
80-100% |
| Revenues | 15% | EUR 60,000.00 |
80-100% |
| Net financial position |
20% | EUR 80,000.00 |
80-100% |
| Total customer portfolio (no.) |
15% | EUR 60,000.00 |
80-100% |
| ESG indicators |
15% | EUR 60,000.00 |
|
| Customer retention Employee engagement Containment of energy expenditure |
100% ON/OFF ON/OFF |
The remuneration of non-Executive Directors is normally determined by the Shareholders' Meeting at the time of their appointment, pursuant to Article no. 2389, paragraph 1, of the Italian Civil Code. The Directors' remuneration is not linked to the Company's economic results.
In this regard, it should be noted that, on 27 June 2019, the Shareholders' Meeting appointed the Board of Directors in office at the date of this Report, consisting of Alberto Trondoli, Renato Soru, Manilo Marocco, Federica Celoria, Anna Belova, Patrizia Rutigliano and Sara Polatti, and acknowledged a gross annual remuneration of EUR 25,000.00 for each Director. Moreover, on the same date, the Board, after consulting the Committee, awarded the Chairman an additional emolument of EUR 95,000.00 for the specific powers assigned to him.
In addition, the Board of Directors of 27 June 2019, established the following committees internally, providing for the additional fees detailed below:
The Remuneration Policy does not provide for the payment of non-monetary benefits or any severance pay.
The remuneration of General Managers (if any) and Executives is established in accordance with the general principles described above, and consists of a significant annual fixed component, consistent with the position and commitment required and such as to attract, retain and motivate the necessary professional figures. Furthermore, there is an annual variable component achievable against the attainment of predefined corporate objectives linked to the results expected on the basis of the Strategic Plan approved by the Company.
The variable component is commensurate with specific and defined, measurable, realistic, adequately challenging and incentivising objectives and, in any case, with a maximum limit of no more than 30% of the fixed gross annual remuneration.
Non-monetary benefits are granted, such as a company car and joining of pension and insurance plans that reflect the ordinary protection in terms of social security and welfare, as provided for by the National Collective Labour Agreement.
The remuneration envisaged for the office of member of the Board of Statutory Auditors is not linked to the economic results achieved by the Company and, therefore, consists solely of a fixed part. In particular, pursuant to Article no. 2402 of the Italian Civil Code, the remuneration of Statutory Auditors is determined by the Shareholders' Meeting.
The remuneration of the members of the Board of Statutory Auditors in office was resolved by the Shareholders' Meeting of 26 June 2018, which appointed Barbara Tadolini as Chairman and Emilio Abruzzese and Valeria Calabi as Standing Auditors. No remuneration is envisaged for the
Alternate Auditors, except for the amount due for any period of substitution. In particular, the Shareholders' Meeting of 26 June 2018 set the gross annual remuneration due to the Chairman of the Board of Statutory Auditors Barbara Tadolini at EUR 45,000.00 and the gross annual remuneration for each of the Standing Auditors Emilio Abruzzese and Valeria Calabi at EUR 35,000.00.
No variable compensation, non-monetary benefits or share-based or other incentive plans are envisaged for the members of the Board of Statutory Auditors.
Auditors are also entitled to reimbursement of expenses incurred in the performance of their duties.
The performance objectives set out in the Policy for the payment of the variable component of remuneration are identified taking into account the specific activity carried out by the Company and the related risk profiles.
In particular, the long-term incentive component is aimed at favouring the achievement of long-term objectives in order to align the interests of managers with those of the Shareholders.
The Policy proposal was formulated with reference to market best practices, an analysis of the Company's operating context and taking into account companies with similar characteristics, mainly in commercial sectors.
Pursuant to Article no. 123-ter, paragraph 3-bis, of the TUF, the Company may temporarily derogate from the Policy in the presence of exceptional circumstances, i.e., situations in which derogation from the Policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to stay on the market.
This derogation may apply to the following elements of the Policy:
Any temporary derogation from the Policy must be approved by the Board of Directors, after hearing the opinion of the Committee, and without prejudice to the provisions of the Issuers' Regulation and the procedure adopted by the Company regarding transactions with related parties, where applicable.
The resolution of the Board of Directors shall determine the duration of such derogation and the specific elements of the Policy that are derogated, in compliance with the above.
The Second Section of the Report shows in table form the remuneration for the year 2020 of the members of the administration and supervisory bodies, of the General Managers (if any) and of the other Executives with Strategic Responsibilities.
Pursuant to Article no. 123-ter, paragraph 6, of the TUF, the Shareholders' Meeting shall resolve in favour or against this Second Section of the Report. This resolution is not binding. The result of the vote is made available to the public pursuant to Article no. 125-quater, paragraph 2, of the TUF.
On 27 June 2019, the Shareholders' Meeting appointed the new Board of Directors, in office at the date of the Report, consisting of Directors Alberto Trondoli, Renato Soru, Manilo Marocco, Federica Celoria, Anna Belova, Patrizia Rutigliano and Sara Polatti.
The Shareholders' Meeting awarded the Board of Directors a gross annual fee of EUR 25,000.00 for each Director.
Furthermore, the Board of Directors, subject to the opinion of the Committee, granted the Chairman of the Board of Directors, in consideration of the specific powers assigned to him, an additional emolument of EUR 95,000.00.
On 27 June 2019, the Board of Directors also established the following internal Committees, whose additional fees are detailed as follows:
The analytical details of the remuneration, received nominally by the non-Executive Directors, are shown in Table 1 of the Report.
It should be noted that as of 27 April 2020 and until 31 December 2020, all members of the Board of Directors have expressed their willingness to waive part of their remuneration to be allocated to the Company to support the implementation of actions necessary to cope with the COVID-19 epidemic. The same decision was also taken for the year 2021 for the whole duration of the emergency linked to the pandemic.
The Chief Executive Officer's remuneration is defined by the Board of Directors, on the proposal of the Committee, and consists of (i) an annual fixed component, which takes into account the particular positions held by the directors; and (ii) variable components.
At the date of the Report, the position of Chief Executive Officer is held by Mr. Renato Soru, appointed by the Shareholders' Meeting of 27 June 2019. The remuneration of the Chief Executive Officer includes (i) a fixed remuneration of EUR 350,000.00 per year, (ii) certain non-monetary benefits (i.e., a health insurance policy, a life insurance policy and the assignment of a company car), and (iii) reimbursement of expenses incurred for the office. The fixed component of the Chief Executive Officer's remuneration is deemed adequate to remunerate the role covered in the event that the variable component described below is not paid due to the failure to achieve the performance objectives set by the Board of Directors.
Furthermore, the contract signed with Chief Executive Officer Renato Soru provides for a series of "good leaver" scenarios, in the event of which the Company agreed to pay Chief Executive Officer Renato Soru an indemnity for early termination of his employment relationship equal to the fixed compensation to which he would have been entitled until the natural end of his term of office. Any cause of early termination of employment that does not qualify as a "good leaver" will be treated as a "bad leaver" and, consequently, the Chief Executive Officer will only be entitled to receive from the Company the fixed emolument for the portion accrued and not yet paid until the date of termination of his term of office, excluding all other sums, indemnities, compensation and damages of any kind, including variable compensation accrued on a pro rata temporis basis. The Chief Executive Officer also has an obligation of exclusivity, from which only a limited number of positions in other companies already held at the time of appointment are excluded.
Lastly, the Board of Directors of 14 May 2021, having heard the opinion of the Committee, resolved to pay an amount of EUR 318,129.76 as a variable emolument for the year 2020 pursuant to the Directorship Agreement signed on the date of appointment with the Chief Executive Officer. The variable emolument will be paid during the year 2021.
The analytical detail of the remuneration, nominally received by the Chief Executive Officer in office in the year 2020, is shown in Table 1 below in the Report.
The remuneration of the members of the Board of Statutory Auditors in office at the date of the Report was resolved by the Shareholders' Meeting of 26 June 2018 and amounts to EUR 45,000.00 gross per year for the Chairman of the Board of Statutory Auditors Barbara Tadolini and EUR 35,000.00 gross per year for each of the Standing Auditors Emilio Abruzzese and Valeria Calabi.
No variable compensation, non-monetary benefits or share-based or other incentive plans are envisaged for the members of the Board of Statutory Auditors. No remuneration is envisaged for Alternate Auditors, except for the amount due for any period of replacement.
Auditors are also entitled to reimbursement of expenses incurred in the performance of their duties.
The remuneration accrued by the members of the Board of Statutory Auditors for the year 2020 is specified in Table 1 below.
It should be noted that from 27 April 2020 until 31 December 2020, the members of the Board of Statutory Auditors have expressed their willingness to waive part of their remuneration to be allocated to the Company to support the implementation of actions necessary to deal with the COVID-19 epidemic. The same resolution was also taken for the year 2021 for the whole duration of the emergency linked to the pandemic.
During the 2020 financial year, there were four Key Executives pursuant to current legislation, some of whom are employees of the subsidiary Tiscali Italia S.p.A.
Their remuneration for the 2020 financial year is equal to EUR 655,000.00 gross per year for the fixed component only; the details of the total costs for the Company are shown in Table 1.
The variable remuneration component commensurate with the achievement of medium- and long-term objectives is predetermined in a maximum total amount payable at 31 December 2020 equal to EUR 160,000.00 gross (equal to 100% of the achievement of objectives). At the date of this Report, no variable remuneration was paid.
It should be noted that from April 2020 until 31 December 2020, the Company's executives, sharing the involvement required of personnel in CIG (Earnings Supplement Fund) and adhering to the request to contribute to strengthening the prevention of environmental and safety conditions in the workplace in relation to the COVID-19 epidemic, have joined a donation campaign, authorising an 8% deduction from their salary. The same initiative has been taken for the period January-June 2021.
In the 2020 financial year and up to the date of this Report, there were no incentive plans based on financial instruments in favour of the members of the Board of Directors, the General Manager and the other Key Executives other than the 2016-2021 Plan, referred to in Paragraph 4.4 of the First Section above, details of which are provided in Table 2 below in the Report.
As of 31 December 2020, the total number of options under the 2016-2021 Plan is 91,370,385.
The shareholdings in the Company held by members of the management and supervisory bodies, the General Manager and Key Executives in the 2020 financial year are summarised in Table 3 below in the Report.
As of 31 December 2020, one Key Manager held a total of 125,293 Tiscali ordinary shares.
Board of Directors in office from 1 January 2020 to 31 December 2020
| First and last name |
Office Held |
Period of office held |
Expiry of term of office |
Emoluments for office (reference year in brackets) |
Fees for participation in Committees |
Non-monetary Benefits* |
Other remuneration** |
Total Accrued - Paid |
|---|---|---|---|---|---|---|---|---|
| Alberto Trondoli |
Chairman | 27.6.2019 – 31.12.2020 |
Approval of financial statements as of |
Accrued (2020) EUR 113,600 (already net of COVID-19 deduction of EUR 6,400) |
Accrued (2020) EUR 2,428.79 |
Accrued (2020) EUR 671.50 |
Accrued EUR 116,700 |
|
| 31 December 2021 |
Paid (2019) EUR 10,000 Paid (2020) EUR 104,400 |
Paid (2020) EUR 2,428.79 Paid (2021) EUR 4,725 |
Paid (2020) EUR 671.50 |
Paid EUR 122,225.29 |
||||
| Renato | Chief Executive |
27.6.2019 – 31.12.2020 |
Approval of financial statements as of |
Accrued (2020) EUR 431,333 (already net of COVID-19 deduction of EUR 18,666.64) |
Accrued (2020) EUR 17,185 |
Accrued EUR 448,519 |
||
| Soru | Officer | 31 December 2021 |
Paid (2019) EUR 29,166.67 Paid (2020) EUR 431,333 *** |
Paid (2021) EUR 4,725 |
Paid EUR 465,224.67 |
|||
| Manilo Marocco |
Member of the Board |
27.6.2019 – 31.12.2020 |
Approval of financial statements as of |
Accrued (2020) EUR 23,667 (already net of COVID-19 deduction of EUR 1,333) |
Accrued (2020) EUR 5,000 |
Accrued EUR 28,667 |
||
| 31 December 2021 |
Paid (2019) EUR 2,083.33 Paid (2020) EUR 21,749.94 |
Paid EUR 23,833.27 |
||||||
| Federica Celoria |
Member of the Board |
27.6.2019 – 31.12.2020 |
Approval of financial statements as of |
Accrued (2020) EUR 23,667 (already net of COVID-19 deduction of EUR 1,333) |
Accrued (2020) EUR 15,000 |
Accrued EUR 38,667 |
||
| 31 December 2021 |
Paid (2019) EUR 2,083.33 Paid (2020) EUR 21,749.94 |
Paid EUR 23,833.27 |
||||||
| Patrizia | Member of the |
27.6.2019 – 31.12.2020 |
Approval of financial statements as of |
Accrued (2020) EUR 23,667 (already net of COVID-19 deduction of EUR 1,333) |
Accrued (2020) EUR 15,000 |
Accrued EUR 38,667 |
||
| Rutigliano | Board | 31 December 2021 |
Paid (2019) EUR 2,083.33 Paid (2020) EUR 21,749.94 |
Paid EUR 23,833.27 |
| Anna Belova |
Member of the Board |
27.6.2019 – 31.12.2020 |
Approval of financial statements as of 31 December 2021 |
Accrued (2020) EUR 23,667 (already net of COVID-19 deduction of EUR 1,333) Paid (2019) EUR 2,083.33 Paid (2020) EUR 23,666.60 |
Accrued (2020) EUR 5,000 |
Accrued EUR 28,667 Paid EUR 25,749.93 |
|
|---|---|---|---|---|---|---|---|
| Sara Polatti |
Member of the Board |
27.6.2019 – 29.6.2020 |
29 June 2020 |
Accrual (2020) EUR 12,167 (already net of COVID-19 deduction of EUR 333.34) Paid (2019) EUR 2,083.33 Paid (2020) EUR 12,166.64 |
Accrual (2020) EUR 2,500 |
Accrual EUR 14,667 Paid EUR 14,249.97 |
|
| Procopio Cristiana |
Member of the Board |
29.9.2020 – 31.12.2020 |
Approval of financial statements as of 31 December 2021 |
Accrual (2020) EUR 5,878 (already net of COVID-19 deduction of EUR 511) Paid (2020) EUR 3,961.10 |
Accrual (2020) EUR 1,278 |
Accrual EUR 7,156 Paid EUR 3,961.10 |
It should be noted that on 21/07/2020 Alex Okun, Chairman of the Board of Directors in office until 27 June 2019, was paid EUR 17,945.21 for gross remuneration relating to 2Q2019 and EUR 5,050.34 for reimbursement of expenses.
* Non-monetary benefits: use of telephone, company car and insurance and/or pension policies.
** Other remuneration: includes reimbursement of expenses.
*** Includes variable remuneration for the 2019 financial year approved by the Board of Directors on 27 April 2020 equal to EUR 100,000.00
Board of Statutory Auditors from 1 January 2020 to 31 December 2020
| First and last name |
Office Held |
Period of office held |
Expiry of term of office |
Emoluments for office * |
Fees for participation in Committees |
Non monetary Benefits |
Other remuneration* |
Total Accrued - Paid |
|---|---|---|---|---|---|---|---|---|
| Barbara Tadolini |
Chairman | 1 January 2020 – 31 December 2020 |
Approval of financial statements as of 31 December 2021 |
Accrual (2020) EUR 41,500 (already net of COVID-19 deduction of EUR 3,500) Paid (2019) EUR 33,904.11* |
Paid (2019) EUR 400.79 |
Accrued EUR 41,500 Paid EUR 34,304.49 |
||
| Emilio Abruzzese |
Statutory Auditor |
1 January 2020 – 31 December 2020 |
Approval of financial statements as of 31 December 2021 |
Accrual (2020) EUR 30,000 (already net of COVID-19 deduction of EUR 5,000) Paid (2019) EUR 21,369.86* |
Accrued (2019) EUR 528.91 Paid (2019) EUR 528.91 |
Accrued EUR 30,528.91 Paid EUR 21,898.77 |
||
| Valeria Calabi |
Statutory Auditor |
1 January 2020 – 31 December 2020 |
Approval of financial statements as of 31 December 2021 |
Accrual (2020) EUR 30,000 (already net of COVID-19 deduction of EUR 5,000) Paid (2019) EUR 21,369.86* |
Accrued EUR 30,000 Paid EUR 21,369.86 |
* the amounts shown do not include the 4% contribution to social security and health insurance
| Number of managers |
Gross annual remuneration |
Non-monetary Benefits* |
Other remuneration** |
Total |
|---|---|---|---|---|
| 4 | EUR 655,000 |
EUR 231,001 |
- | EUR 886,001 |
* Non-monetary benefits: use of telephone, insurance policies, INPS (Italian National Social Security Institution) and social security charges
** Other remuneration: includes reimbursement of expenses and use of company car
| Full Name |
Office | BOX 2 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| or category (1) |
(to be indicated only for persons mentioned by name) |
2016-202 Stock Option Plan as of 31 December 2020 |
|||||||||
| Section 2 |
|||||||||||
| Options relating to valid plans approved on the basis of previous Shareholders' Meetings resolutions (9) |
|||||||||||
| Date of Shareholders' Meeting resolution |
Instrument description (12) |
Number of options |
Grant Date (10) |
Exercise Price |
Market price of the underlying shares on the grant date |
Period of possible exercise (from-to) |
|||||
| Members of the Board of Directors of the Company |
|||||||||||
| Members of the Board |
of Directors of |
Subsidiaries |
| (2) Dario Amata |
Member of the Board of Veesible S.r.l. |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
6,290,499 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
|---|---|---|---|---|---|---|---|---|
| Second Tranche: EUR 0,0886 |
Second Tranche: 25 December 2019 to 24 December 2020 |
|||||||
| Third Tranche: EUR 0,1019 |
Third Tranche: 25 December 2020 to 24 December 2021 |
|||||||
| (2) Massimo Castelli*** |
Member of the Board of Tiscali Italia S.p.A. |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
22,017,000 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
| Second Tranche: EUR 0,0886 |
Second Tranche: 25 December 2019 to 24 December 2020 |
|||||||
| Third Tranche: EUR 0,1019 |
Third Tranche: 25 December 2020 to 24 December 2021 |
| (2) Marco De Lorenzo ** |
Member of the Board of Tiscali Italia S.p.A. |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
22,017,000 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
|---|---|---|---|---|---|---|---|---|
| Second Tranche: EUR 0,0886 |
Second Tranche: 25 December 2019 to 24 December 2020 |
|||||||
| Third Tranche: EUR 0,1019 |
Third Tranche: 25 December 2020 to 24 December 2021 |
|||||||
| (2) Paolo Perfetti * |
Member of the Board of Tiscali Italia S.p.A. |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
22,017,000 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
| Second Tranche: |
||||||||
| Second Tranche: EUR 0,0886 |
25 December 2019 to 24 December 2020 |
|||||||
| Third Tranche: |
||||||||
| Third Tranche: |
25 December 2020 to 24 December 2021 |
|||||||
| EUR 0,1019 |
| (2) Daniele Renna*** |
Member of the Board of Aria S.p.A. |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
2,201,700 | Date of Board of Directors and Remuneration Committee resolution: |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
|
|---|---|---|---|---|---|---|---|---|---|
| 12 May 2016 |
Second Tranche: EUR 0,0886 |
Second Tranche: 25 December 2019 to 24 December 2020 |
|||||||
| Third Tranche: EUR 0,1019 |
Third Tranche: 25 December 2020 to 24 December 2021 |
||||||||
| Notes: relationship terminated in 2017 relationship terminated in 2018 ** relationship terminated in 2019 |
|||||||||
| General | Managers of the |
Company | |||||||
| (3) | === | === | === | === | === | === | === | === | |
| Notes: | |||||||||
| Natural persons |
controlling the |
Company | |||||||
| (4) | === | === | === | === | === | === | === | === | |
| Notes | |||||||||
| Other Key |
Executives of the |
Share Issuer that |
is not "smaller" in |
size | |||||
| (5) | === | === | === | === | === | === | === | === | |
| Notes | |||||||||
| Executives of the Company with Strategic Responsibilities |
| (6) Executives of the Company with strategic responsibilitie s (no. 2) |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
12,580,998 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 Second Tranche: EUR 0,0886 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 Second Tranche: 25 December 2019 to 24 December 2020 Third Tranche: |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Third Tranche: EUR 0,1019 |
25 December 2020 to 24 December 2021 |
|||||||||
| Notes: This category includes 2 beneficiaries (for a total of 12,580,998 Options) who until June 2018 were also part of the category of beneficiaries "Members of the Board of Directors of Subsidiaries" (see above). |
||||||||||
| Key Executives of Subsidiaries |
||||||||||
| Executives of Subsidiaries with strategic responsibilitie s (no. 4) |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
19,026,030 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
|||
| Second Tranche: EUR 0,0886 |
Second Tranche: 25 December 2019 to 24 December 2020 |
|||||||||
| Third Tranche: EUR 0,1019 |
Third Tranche: 25 December 2020 to 24 December 2021 |
|||||||||
| Notes: |
| Other Employees of the Company |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (7) | === | === | === | === | === | === | === | === | |||
| Notes: | |||||||||||
| Other Employees of Subsidiaries |
|||||||||||
| (7) Other employees of subsidiaries belonging to the Tiscali Group (No. 4) |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
59,760,357 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 Second Tranche: EUR 0,0886 Third Tranche: EUR 0,1019 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 Second Tranche: 25 December 2019 to 24 December 2020 Third Tranche: 25 December 2020 to 24 December 2021 |
||||
| Notes: | |||||||||||
| Collaborators not employed by the Company |
| (7) Employees of subsidiaries belonging to the Tiscali Group (no. 1) * |
16 June 2016 |
Options on shares of Tiscali S.p.A. with physical settlement |
22,017,000 | Date of Board of Directors and Remuneration Committee resolution: 12 May 2016 |
First Tranche: EUR 0.0700 |
not available |
First Tranche: from 25 December 2017 to 24 December 2019 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Second Tranche: EUR 0,0886 |
Second Tranche: 25 December 2019 to 24 December 2020 |
||||||||||
| Third Tranche: EUR 0,1019 |
Third Tranche: 25 December 2020 to 24 December 2021 |
||||||||||
| Notes: * |
|||||||||||
| Collaborators not employed by Subsidiaries |
|||||||||||
| (7) | === | === | === | === | === | === | === | === | |||
| Notes: |
| First name — Last Name |
Office | No. of shares held as at 01 January 20 |
No. of shares purchased/underwritten |
No. of shares sold |
No. of shares held as at 31 December 20 |
|---|---|---|---|---|---|
| Renato Soru |
Chief Executive Officer |
316,050,508 | - | - | 316,050,508 |
| Alberto Trondoli |
Chairman | - | - | - | - |
| Manilo Marocco |
Member of the Board |
- | - | - | - |
| Federica Celoria |
Member of the Board |
- | - | - | - |
| Patrizia Rutigliano |
Member of the Board |
- | - | - | - |
| Anna Belova |
Member of the Board |
- | - | - | - |
| Cristiana Procopio |
Member of the Board |
- | - | - | - |
| Sara Polatti |
Member of the Board |
- | - | - | - |
| First name — Last Name |
Office | No. of shares held as at 01 January 18 |
No. of shares purchased/underwritten |
No. of shares sold |
No. of shares held as at 31 December 18 |
|---|---|---|---|---|---|
| Barbara Tadolini |
Chairman | - | - | - | - |
| Emilio Abruzzese |
Statutory Auditor |
- | - | - | - |
| Valeria Calabi |
Statutory Auditor |
- | - | - | - |
| Lorenzo Arienti |
Alternate Auditor |
- | - | - | - |
| Pietro Braccini |
Alternate Auditor |
- | - | - | - |
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