Remuneration Information • Mar 30, 2021
Remuneration Information
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Drafted pursuant to Article 123- ter of Legislative Decree no. 58 of 24 February 1998 and Article 84 quater of the Issuers' Regulations adopted by Consob with resolution no. 11971 of 14 May 1999
This document contains a true translation in English language of the Italian document "Relazione sulla Politica in materia di remunerazione e sui compensi corrisposti". However, for information about Fiera Milano reference should be made exclusively to the original document in Italian language. The Italian version of the "Relazione sulla Politica in materia di remunerazione e sui compensi corrisposti" shall prevail upon the English version.
15 March 2021
Fiera Milano S.p.A. Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational and administrative office: SS del Sempione, 28 - 20017 Rho (Milan) Share Capital: Euro 42,445,141 fully paid up. Companies Register, Tax Reference and VAT no. 13194800150 Economic Administrative Register 1623812
Fiera Milano S.p.A. ('Fiera Milano' or also the 'Company') has prepared this Report on Remuneration Policy and compensation paid (the 'Report' or the 'Remuneration Report') pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 (the 'Consolidated Finance Act' or 'TUF') and Art. 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the 'Issuers' Regulations') and has been prepared in compliance with Annex 3A, Schedule 7-bis, of the Issuers' Regulations. The aforementioned Article 123-ter, Consolidated Finance Act has been most recently amended by Legislative Decree 49/2019 ('Legislative Decree 49/2019') - implementing Directive (EU) 2017/828 of the European Parliament and Council of 17 May 2017 (so-called 'Shareholders' Rights Directive II'), amending Directive 2007/367CE on the exercise of certain shareholders' rights in listed companies regarding the encouragement of long-term shareholder engagement (the 'SHRD' or the 'Directive').
The Remuneration Report prepared by the Company complies with the recommendations of the Corporate Governance Code (the 'Corporate Governance Code') and the new edition of the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee in January 2020 (the 'Corporate Governance Code' or also 'CG Code') to which the Company subscribes.
The principles and reference guidelines for determining and implementing the Company's remuneration policy incorporate and respect Fiera Milano's values, culture, and historical mission and contribute to the pursuit of Fiera Milano's long-term interests and sustainability.
This Remuneration Report is divided into the following sections.
Section One - in compliance with Articles 123-ter of the Consolidated Finance Act and 9-bis of the Directive - describes and explains:
Section Two sets out, by name, the compensation attributed to the Company's Directors and members of the Board of Statutory Auditors and, in aggregate form, the compensation
attributed to Fiera Milano's Managers with Strategic Responsibilities ('Managers with Strategic Responsibilities')(1) :
The Remuneration Policy illustrated in this Report is also adopted in compliance with the provisions of Consob Regulation no. 17221 of 12 March 2010 on related party transactions and Art. 12.2 of the 'Procedure for Related Party Transactions' (the 'Procedure for Related Party Transactions' or also 'RPT Procedure') approved and adopted by the Company's Board of Directors on 11 May 2018 (available on the Company's website at www.fieramilano.it, Investors/Governance section), pursuant to which the approval of the Remuneration Policy by the Shareholders' Meeting exempts the Company from applying the procedure mentioned above for related party transactions in resolutions regarding the remuneration of directors and Managers with Strategic Responsibilities when:
This Report was approved by the Board of Directors, on the Appointments and Remuneration Committee's recommendation, at its meeting of 15 March 2021. Section One will be submitted to a binding vote at the Ordinary Shareholders' Meeting convened on 28 April 2021, in a single call. Section Two will be submitted to an advisory vote at the same Ordinary Shareholders' Meeting.
(1) These are the persons identified by the Board of Directors of Fiera Milano who, pursuant to the Appendix to Consob Regulation 17221 of 12 March 2010 on related party transactions, as subsequently amended and supplemented, have the power and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities.
This Report is filed at the Company's registered office and its operating and administrative headquarters. It is also made available on the authorised storage mechanism eMarket Storage () and is available on the Company's website at www.fieramilano.it, Section Investors/Governance.
The Remuneration Policy is the outcome of a linear and coherent process. It is prepared annually by the Appointments and Remuneration Committee, with the support of the relevant Company functions, and then submitted for approval to the Company's Board of Directors. The Appointments and Remuneration Committee also submits the Policy's application criteria to the Board of Directors for approval and supervises their application. Once the Policy has been examined and approved, the Board of Directors submits it to the binding vote of the Ordinary Shareholders' Meeting, in compliance with the provisions of Art. 123-ter of the Consolidated Finance Act.
The Policy, together with this Report, was approved by the Board of Directors at its meeting of 15 March 2021, on the proposal of the Appointments and Remuneration Committee in order, inter alia, to incorporate the adjustments made by Consob to the Issuers' Regulations (see Article 84-quater and Annex 3A, Schedule 7-bis) in implementation of the SHRD with Resolution no. 21623 of 10 December 2020.
The main persons and bodies involved in the Remuneration Policy's preparation and approval are the Shareholders' Meeting, the Board of Directors, the Appointments and Remuneration Committee, and the Board of Statutory Auditors.
The Board of Directors:
opinion of the Board of Statutory Auditors - pursuant to Article 2389, paragraph 3, of the Italian Civil Code - the total remuneration of the Chairman of the Board of Directors and the Chief Executive Officer;
The Company's Board of Directors has set up an internal Appointments and Remuneration Committee. It has investigative, consultative and recommendatory functions. This Committee is composed of three Directors, all non-executive and for the most part independent. Regarding remuneration issues in particular, in compliance with the recommendations of the Corporate Governance Code the Appointments and Remuneration Committee seeks to assist the Board of Directors. It carries out investigative, recommendatory and consultative functions, and in particular:
2 Top management means senior managers who are not members of the Board of Directors and who have the power and responsibility for planning, managing and controlling the activities of the company and its group in compliance with the provisions of the CG Code;
remuneration of executive directors, directors holding special offices and top management;
In carrying out its duties, the Committee has the right to access the information and company functions necessary for their performance and make use of financial resources and external consultants within the terms established by the Board of Directors.
If it intends to avail itself of the support of a consultant to obtain information on market practices regarding compensation policies, the Appointments and Remuneration Committee selects this consultant, verifying in advance that the consultant is not in a situation that could compromise their independence of judgement.
Pursuant to Recommendation 26 of the CG Code, to manage situations of possible conflict of interest, no Director takes part in the Appointments and Remuneration Committee meetings in which proposals are made to the Board of Directors concerning their remuneration.
Directors shall abstain from voting on resolutions of the Board of Directors concerning their own remuneration, without prejudice to the rules on related party transactions set out in the RPT Procedure (where applicable).
The Chairman of the Committee reports to the Board of Directors on its activities.
Following the appointment by the Shareholders' Meeting of 20 April 2020, the Board of Directors, on the same date, set up an internal Appointments and Remuneration Committee, appointing the following Directors as members of the Committee, all of whom were in office at the date of this Report:
For more details on the composition and functioning of the Committee, please refer to the 'Report on Corporate Governance and Ownership Structure' prepared pursuant to Art. 123-bis of the Consolidated Finance Act and published annually by the Company on its website www.fieramilano.com in the Investors/Governance section.
The Legal and Corporate Affairs/M&A Department supports the Appointments and Remuneration Committee in carrying out its activities. Members of the Board of Statutory Auditors and the Director of Human Resources and Organisation may attend Committee meetings.
Regarding remuneration, the Shareholders' Meeting:
A temporary deviation from the Remuneration Policy approved by the Shareholders' Meeting is permitted only in exceptional circumstances, that is, when the deviation from the Remuneration Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to stay in the market. On this point, please refer to the following paragraph "Elements of the policy that may be waived in exceptional circumstances" in this Section I.
If the Shareholders' Meeting does not approve the Remuneration Policy, the Company will be required to pay remuneration in compliance with the most recent Remuneration Policy approved by the Shareholders' Meeting or, failing that, in compliance with current practice. At the next Annual General Meeting to approve the financial statements, the Company must submit a new Remuneration Policy to a vote.
3 It is understood that a Shareholders' vote is required on changes to the Remuneration Policy that are not merely formal or editorial clarifications.
The Board of Statutory Auditors expresses its opinion on proposals for the remuneration of executive directors and, more generally, of directors holding particular offices, verifying the consistency of such proposals with the Remuneration Policy.
Please refer to letter (e) below.
The Company did not engage the services of any independent expert in the preparation of the Remuneration Policy.
The Remuneration Policy is determined taking into account the compensation and working conditions of its employees. It consists of principles and tools applied to the entire company population, aiming to attract, motivate, and retain people with the professional qualities needed to contribute to the growth strategy and strengthen the long-term interests and sustainability of Fiera Milano in compliance with market best practices. With specific reference to the remuneration of the Executive Directors, we consider that the type of work performed by the latter - together with the role and functions they carry out to contribute to the growth of the Company - makes such work, and the related remuneration, not comparable with that of other Company employees.
The Company's governance model is based on a system of clear and rigorous rules aiming to ensure adequate control over remuneration policies in compliance with the criteria established by the Board of Directors and in compliance with the principles of ethics, transparency, impartiality, belonging and value enhancement. The Policy defines the principles and guidelines for defining the remuneration of:
The Remuneration Policy is valid for one year.
The Company's Remuneration Policy - and, in particular, the policy on variable components of remuneration - contributes to the Company's strategy, the pursuit of long-term interests, and the Company's sustainability (in compliance with the provisions of Article 123-ter, paragraph 3-bis, Consolidated Finance Act). In particular, the Company's Remuneration Policy aims to:
In this context, starting from the 2018 financial year, the Company implemented a Performance and Leadership Management system ('PLM'), aiming to promote the achievement of the Group's strategic targets and assess the behaviours expected based on the leadership model representative of the Group. It comprises (i) the annual management by objectives ('MBO') programme for the Group's managers - including Managers with Strategic Responsibilities, as identified as such by the Board of Directors from time to time - and (ii) the monetary incentive programme (the 'Incentives') for sales staff.
MBOs and Incentives are calculated and paid based on the specific conditions and variables set out below. The value of the MBO target for managers - including Managers with Strategic Responsibilities - expressed as a percentage (%) of their Gross Annual Salary ('GAS') is linked to the bracket in which these managers are placed based on the position held. Specific fixed target incentives were defined for sales staff based on specific roles and responsibilities. Payment of MBO and Incentives will be triggered only upon the achievement of a company performance target ('gate') below which no amount will be paid.
The individual performance of each participant in the MBO programme will be assessed by evaluating both the achievement of performance targets - mainly aimed at encouraging the creation of overall and relative profitability and the organic growth of the Group - and leadership behaviour.
The final evaluation of performance and leadership behaviour - of equal weight - will determine the positioning in a nine-quadrant matrix, each of which corresponds to a multiplicative or demultiplicative factor of the MBO or Incentives for sales figures, on a scale ranging from 10% to 115%. MBOs and incentives relating to the 2021 financial year, even if achieved, will be paid after the approval of the Financial Statements by the Ordinary Shareholders' Meeting.
The guidelines just described are confirmed for FY 2021. Unlike the remuneration policy for FY 2020, please note that for the calculation of the MBO of managers only, the company performance factor will no longer act as a multiplier on an incremental scale.
In particular, the mechanism whereby MBO and incentive payments are only triggered upon achievement of a company performance target that will function as a gate, below which no sum will be paid, is confirmed. The Board of Directors, on the proposal of the Appointments and Remuneration Committee, at its meeting held on 22 February 2021, taking into account the Group's forecast performance and intending to incentivise the achievement of performance targets, defined this gate as the achievement of 90% of the consolidated EBIDTA of the Budget post-IFRS. If the Company receives any state or third party support (e.g. from the majority shareholder in reviewing the value of rents) the relative amount will not be taken into account to calculate MBOs or business incentives.
Regarding the medium-long term incentive policy, on 15 March 2021, the Board of Directors, on the proposal of the Appointments and Remuneration Committee, approved the long-term incentive plan called 'Performance Shares Plan 2021-2022I', based on shares (the 'LTI Plan') which will be submitted to the Shareholders' Meeting of Fiera Milano called for 28 April 2021.
The LTI Plan is instrumental in achieving the following objectives:
The LTI Plan has a two-year time horizon and, therefore, will cover the years 2021-2022. This timeframe is deemed consistent with the objective of measuring the sustainable value growth of the Group in the medium term.
As more fully described in the Information Document prepared and published pursuant to Schedule 7 of Annex 3A, Issuers' Regulations available on Fiera Milano's website at www.fieramilano.it Section Investors/Governance, the LTI Plan is intended for the Executive Directors of the Company or the Group, Managers with Strategic Responsibilities and employees of the Group identified by the Board of Directors from among those persons who hold or carry out significant roles or functions in, or for, the Group. It provides for the free attribution of Fiera Milano ordinary shares upon achievement by the beneficiaries of certain financial and non-financial performance targets that the Board of Directors will identify in the relevant regulation (the 'Plan Regulations'). The Plan Regulations will also identify, by name, the beneficiaries of the LTI Plan as well as the additional features of the Plan in terms of, inter alia, retention mechanisms and claw back clauses.
The LTI Plan shall use shares directly or indirectly held by the Company, which may also
purchase them pursuant to Article 2357 et seq. of the Italian Civil Code.
Further, the managers, including the Managers with Strategic Responsibilities, who are also members of the board of directors of companies belonging to the Group, renounce to any additional remuneration for those roles, being their annual remuneration received from Fiera Milano inclusive of any activity for that activities.
The Company distinguishes between Executive Directors and Non-Executive Directors regarding the policies on fixed and variable components of the remuneration of the members of the Board of Directors.
Concerning the non-Executive Directors and those not holding particular offices (including independent Directors), remuneration consists of a fixed compensation decided by the Shareholders' Meeting at the time of appointment.
As best practice would suggest, non-Executive Directors are not granted any form of remuneration linked to the Company's achievement of economic objectives, nor are they beneficiaries of remuneration plans based on financial instruments. The Company reimburses expenses incurred in the performance of their duties.
The compensation of Non-Executive Directors (including Independent Directors) shall be appropriate to the competence, professionalism and commitment required by the assigned tasks within the Board of Directors and its committees.
Non-Executive Directors and Independent Directors may receive an additional fixed annual compensation as members of the Committees established within the Board of Directors. For further information, see point n) of this Section I of the Report.
The Chief Executive Officer's remuneration package consists of the following elements:
strictly related to the targets set in the budget approved by the Board of Directors. For FY 2021, these targets are linked: (a) to Consolidated Budget EBITDA post-IFRS (50% of variable component cash). Upon reaching the entry gate - 90% of the 2021 Budget value - the payout of this MBO portion will be 70%, increasing linearly thereafter; (b) to the Group's Net Cash Flow, net of any extraordinary transactions (30% of the variable cash component). Upon reaching the entry gate - 90% of the 2021 Budget value - the payout of this MBO portion will be 70%, increasing linearly thereafter); (c) to the realisation of the turnover envisaged under the Fiera Milano Platform Project - age, Advertising, Signage, etc. (20% of the variable cash component). Upon reaching the entry gate - 80% of the Budget value - the payout of this portion of the MBO will be 70%, increasing linearly thereafter;
(iii) a medium/long-term variable component, represented by participation in the LTI Plan, the payment of which is subject to the achievement of performance targets established in the Plan Regulations.
For the above, the Appointments and Remuneration Committee performs and annual check of the achievement of the Company and Group performance targets set for the previous year and makes its proposals to the Board of Directors accordingly. On this basis, the Board of Directors, having consulted the Board of Statutory Auditors, decides on the variable components of the Chief Executive Officer's remuneration. No bonus is paid in the event of failure to meet the minimum targets set by the Board.
Also, on the Appointments and Remuneration Committee's proposal, the Board of Directors may grant the Chief Executive Officer extraordinary bonuses tied to the success of operations considered of particular strategic importance for the Company and the Group.
Regarding the weight of the fixed component within the remuneration, please note that the compensation package of the Chief Executive Officer complies with the following criteria: (a) the fixed component represents the 46% of the total annual remuneration (including the remuneration deriving from participation in the medium/long-term incentive plans that may be approved by the Company annually) expected in the event of timely achievement of the targets on which the variable remuneration schemes are based, and (b) the variable component, even taking into account the possible overshooting of the targets on which the variable remuneration schemes are based, represents the 54% of the total annual remuneration (including the remuneration deriving from participation in the medium/long-term incentive plans that may be approved by the Company annually; namely, the 25% represents the MBO and 29% represents the payment for the long term incentives).
Upon the appointment of Executive Directors other than the Chief Executive Officer, the remuneration of such persons, in addition to providing for a fixed compensation determined by the Shareholders' Meeting, may include a short or long-term variable component, as decided by the Board of Directors, on the proposal of the Appointments and Remuneration Committee.
The remuneration of Managers with Strategic Responsibilities consists of a fixed salary and a variable compensation. The aim is to attract, motivate, and retain highly qualified managers, offering them a competitive market compensation package, rewarding their managerial value, and contributing to the company and the Group's growth. The compensation of these Managers, divided into a fixed component and a variable component, is designed to create sustainable value in the medium and long term and ensure a direct link between the salary and the specific objectives of the Company and the Group. The above compensation is approved by the Board of Directors, subject to the Appointments and Remuneration Committee's opinion.
In general terms, the compensation package for Managers with Strategic Responsibilities consists of the following elements: (i) a gross annual fixed component; (ii) a short-term variable cash component, whose payment is subject to the achievement of pre-determined targets (i.e. MBO, in the context of the PLM system, referred to in paragraph d) above); (iii) a medium/long-term variable component, as a result of participation in any medium/long-term incentive plans; (iv) benefits recognised by the applicable national collective labour agreement and company practices, in compliance with the best market practices with reference to companies comparable to Fiera Milano.
Please note that the fixed component of the remuneration of Managers with Strategic Responsibilities is set at a level sufficient to remunerate performance even if the variable components are not paid due to failure to achieve the pre-established performance targets. As for the short-term cash variable component, this allows the performance to be assessed annually. In particular, the MBO targets for Managers with Strategic Responsibilities are set by the Chief Executive Officer, in compliance with the provisions of the company's policies. The accrual of the short-term variable component is subject to the achievement of an access condition (so-called 'on/off' or 'gate') established by the BoD based on the annual planning targets (see paragraph d) above).
For the Manager with Strategic Responsibilities: (a) the fixed component of remuneration represents the 60% of total annual remuneration (including remuneration deriving from participation in the medium/long-term incentive plans that may be approved by the Company, on an annual basis) expected in the event of the timely achievement of the targets on which the variable remuneration systems are based; and (b) the variable component, also taking into account the possible overrun of the targets on which the variable remuneration systems are based, represents the 40% of total annual remuneration (including the remuneration deriving from participation in the medium/long-term incentive plans that may be approved by the Company, on an annual basis; namely, the 25% represents the MBO and 15% represents the payment for the long term incentives).
Lastly, in addition to the MBO plans and the medium/long-term variable component, the Chief Executive Officer may, on an exceptional basis, grant bonuses to Managers with Strategic
Responsibilities in connection with the completion of extraordinary transactions having exceptional strategic value for the Company.
Pursuant to Art. 2402 of the Italian Civil Code, the remuneration of the members of the Board of Statutory Auditors is determined by the Shareholders' Meeting at the time of their appointment for their entire period of office in a fixed annual amount. Auditors are also entitled to reimbursement of documented expenses incurred in the performance of their duties.
The Board of Statutoy Auditors of Fiera Milano approved the "Guidance to Shareholders on the Renewal of the Board of Statutoy Auditors" published in the Company's internet website www.fieramilano.it.
With reference to the remuneration, the Board of Statutoy Auditors carried out some comparative analysis as well as an analysis of duties and functions of the board, also in order to formulate a proposal about their remuneration for the Shareholders' Meeting ; for any detail relating the analysis and conclusion please make reference to the "Guidance to Shareholders on the Renewal of the Board of Statutoy Auditors".
Other Group managers (other than Managers with Strategic Responsibilities) and commercial staff are also subject to a performance valuation system, based on MBO plans, in compliance with company policy. The Group sets a maximum limit to the incentive payable to the managers (other than Managers with Strategic Responsibilities) if the targets are exceeded, equal to 50% of the GAS.
In addition to the reimbursement of expenses incurred for reasons of service, the Company is entitled to provide Directors with insurance policies, as the civil responsibility and professional and unprofessional accident insurance.
The Company is entitled to provide to his managers non-monetary benefits, such as, for example, a company car for mixed use, legal protection, life insurance, accident insurance, permanent disability insurance due to illness, reimbursement of medical expenses, travel insurance, in compliance with market best practices and taking into account the company role and/or reasons of service. Please refer to Section II of this Report for a description of insurance benefits.
Please refer to (f) above.
Please refer to letter (f) above regarding the performance targets set for the purposes of the short- and medium/long-term variable component of remuneration.
Please refer to (f) above.
Please also note that the Company has established a risk management policy, detailed information about which is provided in the chapter 'Risk factors relating to the Fiera Milano Group' included in the Board of Directors' Report on Operations in the Annual Financial Report, available on www.fieramilano.it, Section Investors/Governance.
With reference to the claw-back, mechanisms, please note that the short-term variable component of remuneration based on the MBO plans has a relatively simple structure, whose reference parameters appear to be difficult to manipulate by the individual manager beneficiaries of the MBO plan and, therefore, the Company has considered it unnecessary to introduce claw-backclauses as it believes that the Company's interests are protected.
Regarding the medium/long-term variable component of remuneration, and therefore to the principles contained in the LTI Plan, the Plan Regulations shall contain adequate retention mechanisms as well as appropriate claw-back clauses to allow the Company to request the return of variable components of remuneration already paid upon the occurrence of the conditions that will be expressly identified pursuant to the Plan Regulations mentioned above.
in compliance with comparable best market practices, the LTI Plan provides that 50% of the Company's shares vested upon achievement of the performance targets set in the Plan Regulations may not be transferred, encumbered or subject to other acts of disposal inter vivos for any reason whatsoever for a specific period from the date of receipt of the vested shares (the so-called lock up period).
The Company is not expected to enter into agreements with Directors, Managers with Strategic Responsibilities and other managers that regulate ex ante economic aspects concerning the possible early termination of the relationship at the initiative of Company or the individual (socalled good leaver or bad leaver clauses). In the event of termination of the existing relationship with Fiera Milano and/or other Group companies for reasons other than just cause, the policy is to seek agreements for the relationship's termination by mutual consent. Without prejudice, in any case, to legal and/or contractual obligations, such agreements shall be based
on best market practice, also taking into account the country in which the agreement is concluded.
With particular reference to the Chief Executive Officer and Managers with Strategic Responsibilities, in the event of early termination of the employment mandate/relationship at the initiative of the company for just cause, the right to short term (MBO) and medium to longterm variable salary (relating to participation in any medium to long-term incentive plans) is forfeited. Additionally, MBO (i) will not be paid in case during the first half year the CEO and/or the Managers with Strategic Responsibilities resign or renounce the mandate without a proper reason and (ii) will be paid proportionally in case during the second half year the CEO and/or the Managers with Strategic Responsibilities resign or renounce the mandate without a proper reason.
The good leaver and bad leaver and the consequences will be ruled in the relevant LTI Plan Regulation.
As mentioned in paragraph f) above, non-monetary benefits may include, by way of example, any insurance and pension policies. Please refer to Section II of this Report for a description of existing policies.
The BoD may resolve to attribute to the members of the Committees set up within the BoD (i.e. Control and Risk Committee and Appointments and Remuneration Committee) a fixed compensation on top of the compensation they receive as members of the Board of Directors. Each member of the Committees shall also be entitled to reimbursement of expenses incurred in the performance of their duties.
The Chairman of the Board of Directors is not assigned variable components of remuneration.
The Company's compensation policy has been defined using the remuneration policies of other companies as a reference. Subsidiaries and associates apply the policies set by the Company.
In exceptional circumstances the Company may waive the following elements of the Remuneration Policy:
₋ reshaping of performance targets to which the variable component of remuneration is linked and of the frequency with which they are set and revision of the criteria used to assess those objectives.
Please note that 'exceptional circumstances' means those situations in which a departure from the Remuneration Policy is necessary to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to stay in the market, such as but not limited to: (i) the occurrence, domestically or internationally, of extraordinary and unforeseeable events affecting the Company or the industries and/or markets in which it operates that significantly affect the Company's results, including the occurrence of significant adverse effects that are not only economic or financial in nature, such as those resulting from the Covid-19 health emergency; (ii) substantial changes in the organisation of the Company's business, both objective in nature (such as extraordinary transactions, mergers, disposals, etc.) and subjective, such as changes in the structure of top management and the possible identification of persons (other than directors and statutory auditors) who may qualify as Managers with Strategic Responsibilities relevant for the purposes of the Remuneration Policy; or (iii) significant changes in the perimeter of the business during the period of validity of the Policy, such as the sale of a company/business unit on whose activity the Policy's performance targets were based, or the acquisition of a significant business not envisaged for the purposes of preparing the Policy.
Waivers will be subject to the prior review of the Appointments and Remuneration Committee and subject to the application of the rules set out in the Procedure for Related Party Transactions.
Please note that the remuneration policy for FY 2020 was approved by a majority of 94.58% of the votes cast by the Shareholders attending the Shareholders' Meeting of 20 April 2020, who did not express any opinions regarding the remuneration policy, either at the meeting or subsequently. Therefore, the present Remuneration Policy is substantially in compliance with the one previously approved by the Shareholders' Meeting of 20 April 2020.
This section provides a breakdown by name of the compensation attributed to Directors, Statutory Auditors and General Managers, and in aggregate form for the compensation attributed to Managers with Strategic Responsibilities:
The fixed compensation paid to the members of the Board of Directors is in line with the market. The total compensation determined by the Shareholders' Meeting was allocated as follows:
In addition to the compensation decided by the Shareholders' Meeting, Directors who are also members of the Committees established within the Board of Directors receive an additional fixed compensation, as described in greater detail below.
For compensation purposes, a distinction is made between the members of the Board of Directors:
From 1 January 2020 to 20 April 2020, the Chairman of Fiera Milano was Professor Lorenzo Caprio, who received, pro rata temporis, in addition to the compensation recognised by the Shareholders' Meeting (Euro 107,000.00) also the compensation determined by the Board of Directors on 10 July 2017 in consideration of his activities of supervision, management and implementation of institutional external relations amounting to Euro 45,000.00 (forty-five thousand/00) on an annual basis.
Following the Shareholders' Meeting held on 20 April 2020, and until 25 April 2020, Antonio Caorsi served as Chairman of Fiera Milano receiving, pro rata temporis, only the compensation approved by the Shareholders' Meeting, amounting to Euro 2,186 against a total of Euro 107,000.00.
Following the initial appointment by the Board of Directors on 25 April 2020, then confirmed by the Shareholders' Meeting of 2 October 2020, Carlo Bonomi was appointed Chairman of Fiera Milano, and he was granted the compensation already approved by the Shareholders' Meeting of 20 April 2020 (Euro 107,000.00). In addition to this amount, for the operating
proxies received from 18 June 2020 (date of resignation from Mr Fabrizio Curci) to 31 December 2020, he received an amount of Euro 22,500, for a total remuneration of Euro 99,489 paid in 2020.
As of 1 January 2021, following the resolution of the Board of Directors of 15 December 2020, the Chairman of the Board of Directors, Mr. Carlo Bonomi, has been appointed to oversee and implement external institutional relations, including internationally.
Given the specific and additional duties carried out for the Company's benefit and not included among those typically associated with the office of Chairman of the Board of Directors, and taking into account the activities necessary to react to the pandemic affects, the Board of Directors, based on the opinion of the Appointments and Remuneration Committee and Board of Statutory Auditors, resolved to pay the Chairman of the Board of Directors, as from 1 January 2021, an additional annual emolument of Euro 45,000.00 (forty-five thousand/00).
In no case variable components of remuneration have been attributed to the Chairmen of the Board of Directors.
On 3 June 2020, Fabrizio Curci, Chief Executive Officer, resigned from both his position as a Director and his employment as an Executive and General Manager of the Company, in both cases effective as of 18 June 2020. On 28 July 2020, the Company and Mr Curci reached a general and novative settlement agreement aiming to fully define every aspect related to the termination of the employment relationship and position of Director, avoiding possible disputes and any kind of litigation, regarding the origin, execution and performance, as well as the termination, of said relationships for all relationships between the Manager (on the one hand) and the Company and/or with any other associated and/or controlled and/or controlling company and/or in any case belonging to the Fiera Milano Group, both in Italy and abroad. In return for this agreement, the Company paid Mr Curci the total amount of Euro 190,000.00. During 2020 the Chief Executive Officer Mr Fabrizio Curci renounced for two months to 25% of his monthly remuneration due to the effects of the Covid-19 pandemic on the business.
Regarding the new CEO of Fiera Milano, from 1 January 2021 Mr Luca Palermo receives, as a Manager with duties as General Manager of the Company, a remuneration of Euro 360,000.00 (three hundred and sixty thousand/00), in addition to the feee due for role of director, equal to Euro 35,000, for a total fixed compensation of Euro 395,000.00 (three hundred and ninetyfive thousand/00).
Directors not holding special offices
The Directors not holding special offices are:
The emoluments paid to Directors not holding special offices and to members of Committees amount to Euro 35,000.00 (thirty-five thousand/00) for each Director.
Also, at the meeting of 25 April 2020, the Board of Directors resolved to award additional fixed compensation to Directors who are also members of one or more of the committees established within the Board of Directors. Due to the different duties between Appointments and Remuneration Committee and Risk Control Committee, and also taking into account the functions of those committees, the Appointments and Remuneration Committee proposed to diversify the fee for the relevant members as follows:
Taking into account the special role of the chairmen and the timing necessary for the role, the following increase has been proposed:
Nevertheless, taking into account the negative effects of the pandemic, the members of the Risk Control and Sustainability Committee and of the Appointments and Remuneration Committee renounced to receive the difference between the above mentioned amounts and the fees already resolved by the BoD for the previous years (equal to Euro 22,500 for each member of both committees). Therefore, the above mentioned amount will be paid starting from 1 January 2021.
During 2020, the members of Risk Control Committee and Appointments and Remuneration Committee received Euro 22,500.00 (twenty-two thousand five hundred/00) for each member of both committees.
Each member of the Board has the right to obtain the reimbursement for the expenses suffered for the role.
In compliance with best practice, no variable component of compensation is envisaged for Directors not holding special offices.
The Ordinary Shareholders' Meeting held on 23 April 2018 appointed the Board of Statutory Auditors. The effective members of the Board of Statutory Auditors are:
The emoluments attributed to the regular members of the Board of Statutory Auditors amount to:
On 20 April 2020, the Board of Directors of the Company, having obtained the Board of Statutory Auditors' opinion, confirmed Marco Pacini, CFO of the Company, as the Manager responsible for preparing the Company's financial reports. The Board of Directors also resolved to pay Mr Pacini 20% of his Gross Annual Salary, pro-rata temporis for the duration of this assignment, for a total amount of Euro 250,000.00.
Subsequently, on 1 September 2020, Mr Pacini also assumed the role of Chief Operating Officer and the related salary was increased to include his additional responsibilities: the gross annual salary amounts, pro rata temporis, from 1 September 2020, to Euro 250,000, in addition to the remuneration as the Manager in charge of preparing the company's financial reports set at Euro 50,000.
During 2020 Mr Marco Pacini renounced for two months to 20% of his monthly remuneration due to the effects of the Covid-19 pandemic on the business
In line with best practice, a third-party liability insurance policy is also provided for the benefit: of Directors (including the Directors of Group Companies); of the members of the Boards of Statutory Auditors of Group companies; of the members of the Supervisory Boards of Group companies; of the employees qualified as Prevention and Protection Service Managers in Group companies; and of the Company's Risk Manager. The policy covers acts committed in the exercise of their functions, excluding cases of fraud and gross negligence. Lastly, a policy to cover professional and extra-professional accidents is in place for the benefit of the Company's Directors.
The following information compares the annual change for the years 2019 and 2020:
| 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total remuneration of persons for whom information is provided | |||||||||
| by name | |||||||||
| dott. Fabrizio Curci | Euro 869,625 | Euro 417,208 | |||||||
| dott. Marco Pacini | Euro 357,057 | Euro 335,429 | |||||||
| No Executive Directors |
Euro 561,045 | Euro 584,401 | |||||||
| Board of Statutory Auditors |
Euro 121,367 | Euro 121,256 | |||||||
| Total | Euro 1,938,049 | Euro 1,458,295 | |||||||
| Company Results | |||||||||
| Consolidated EBITDA post IFRS 16 |
Euro 106,054,000 | Euro 10,443,000 |
| Average gross annual remuneration of full-time employees other than those whose remuneration is shown by name |
|||||||
|---|---|---|---|---|---|---|---|
| Total remunerationè for full-time employees |
Euro 47,432,000 | Euro 31,852,000 | |||||
| Average remunerationè for full-time employees |
Euro 49,009 | Euro 48,164 |
For the sake of completeness, please note that the remuneration paid during the 2020 financial year is consistent, in its amount and its component items, with the remuneration policy defined by the Company and approved by the latest Shareholders' Meeting on 20 April 2020. The Shareholders' Meeting mentioned above also voted in favour of Section II of the Report, with a non-binding resolution approved by a majority of 95.31% of the vote, and therefore the Company believes that it has adequately represented the items comprising the remuneration of the relevant persons indicated in this Section II in compliance with the requirements of the applicable regulations.
(euro)
| Surname and First Name | Position held | Period for which the office was held |
Expiry of the office |
Fixed compensation Workers' salaries Employee |
Presence | Tokens Compensation for Bonuses and Non-monetary participation other incentives in Committees |
Others benefits compensation |
Total | Severance pay at end of office or of the employment relationship TFR |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Lorenzo Caprio | Chairman terminated | 01/01 - 20/04 | 20/04/2020 | 46.444 | - 2.100 | - - |
48.544 | ||||
| Compensation in the reporting company | 46.444 | - 2.100 | - - |
- - |
48.544 | ||||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Antonio Caorsi | Chairman terminated | 20/04 - 25/04 | 25/04/2020 | 1.486 | - | 700 | - - |
- - |
2.186 | ||
| Compensation in the reporting company | 1.486 | - | 700 | - - |
- - |
2.186 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Carlo Bonomi | Acting Chairman | 25/04 - 31/12 | 31/12/2022 | 95.319 | - 3.500 | - - |
670 | 99.489 | |||
| Compensation in the reporting company | 95.319 | - 3.500 | - - |
670 | - | 99.489 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Fabrizio Curci | Chief Executive Officer terminated | 01/01 - 18/06 | 18/06/2020 | 37.333 | 166.863 3.500 | - | 3.179 190.000 | 400.875 | 27.045 | ||
| Compensation in the reporting company | Director terminated | 01/01 - 18/06 | 18/06/2020 | 16.333 53.667 |
166.863 3.500 | - - |
3.179 190.000 | 16.333 417.208 |
27.045 | ||
| Compensation from subsidiaries and associates | - | ||||||||||
| Luca Albino Palermo | Director*** | 02/10 - 31/12 | 31/12/2022 | 8.655 - |
1.050 | 9.705 - |
|||||
| Compensation in the reporting company | 8.655 | - 1.050 | - - |
- - |
9.705 | ||||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Marina Natale | Director*** Member of Appointments and Remuneration Committee |
01/01 - 31/12 01/01 - 31/12 |
31/12/2022 31/12/2022 |
35.000 22.500 |
6.300 | 419 | 41.719 22.500 |
||||
| Compensation in the reporting company | 57.500 | - 6.300 | - - |
419 | - | 64.219 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Alberto Baldan | Director*** Member of Appointments and Remuneration Committee |
01/01 - 31/12 01/01 - 31/12 |
31/12/2022 31/12/2022 |
35.000 22.500 |
5.950 | - | 419 | 41.369 22.500 |
|||
| Compensation in the reporting company | 57.500 | - 5.950 | - - |
419 | - | 63.869 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Anna Gatti | Director*** | 20/04 - 31/12 | 31/12/2022 | 24.306 | - 3.850 | 314 | 28.470 | ||||
| Compensation in the reporting company | 24.306 | - 3.850 | - - |
314 | - | 28.470 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Francesca Golfetto | Director*** | 01/01 - 31/12 | 31/12/2022 | 35.000 | 6.300 | 419 | 41.719 | ||||
| Compensation in the reporting company | Member of the control and risk committee | 01/01 - 31/12 | 31/12/2022 | 22.500 57.500 |
- 6.300 | - - |
419 | - | 22.500 64.219 |
||
| Compensation from subsidiaries and associates | - | ||||||||||
| Angelo Meregalli | Director*** | 01/01 - 31/12 | 31/12/2022 | 35.000 | 6.300 | 419 | 41.719 | ||||
| Compensation in the reporting company | Member of the control and risk committee | 01/01 - 31/12 | 31/12/2022 | 22.500 57.500 |
- 6.300 | - - - |
419 | - | 22.500 64.219 |
||
| Compensation from subsidiaries and associates | - | ||||||||||
| Elena Vasco | Director*** Member of Appointments and Remuneration Committee |
01/01 - 31/12 01/01 - 31/12 |
31/12/2022 31/12/2022 |
35.000 22.500 |
5.950 | 419 | 41.369 22.500 |
||||
| Compensation in the reporting company | 57.500 | - 5.950 | - - |
419 | - | 63.869 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Stefania Chiaruttini | Director*** Member of the control and risk committee |
01/01 - 31/12 01/01 - 31/12 |
31/12/2022 31/12/2022 |
35.000 22.500 |
6.300 | 419 | 41.719 22.500 |
||||
| Compensation in the reporting company | 57.500 | - 6.300 | - - |
419 | - | 64.219 | |||||
| Compensation from subsidiaries and associates | - | ||||||||||
| Gianpietro Corbari | Director terminated | 01/01 - 20/04 | 20/04/2020 | 10.694 | - | 700 | 11.394 | ||||
| Compensation in the reporting company | 10.694 | - | 700 | - - |
- - |
11.394 | |||||
| Compensation from subsidiaries and associates | - | (euro) | |||||||||
Severance pay
| Surname and First Name | Position held | Period for which the office was held |
Expiry of the office |
Fixed compensation Workers' salaries Employee |
Presence in Committees |
Tokens Compensation for Bonuses and Non-monetary participation other incentives |
benefits compensation | Others Total at end of office or of the employment relationship |
TFR | |
|---|---|---|---|---|---|---|---|---|---|---|
| Riccardo Raul Bauer | Chairman of the Board of Statutory Auditors | 01/01 - 31/12 | 31/12/2020 | 50.000 | 419 | 50.419 | ||||
| Compensation in the reporting company | 50.000 | - - |
- | - 419 |
- 50.419 |
|||||
| Compensation from subsidiaries and associates Compensation from subsidiaries and associates |
Statutory Auditor Statutory Auditor |
01/01 - 31/12 08/04 - 31/12 |
31/12/2021 31/12/2022 |
9.360 9.000 |
9.360 9.000 |
|||||
| Daniele Monarca | Standing Statutory Auditor | 01/01 - 31/12 | 31/12/2020 | 35.000 | 419 | 35.419 | ||||
| Compensation in the reporting company | 35.000 | - - |
- | - 419 |
- 35.419 |
|||||
| Compensation from subsidiaries and associates | Statutory Auditor | 01/01 -31/12 | 31/12/2021 | 9.000 | 9.000 | |||||
| Mariella Tagliabue | Standing Statutory Auditor | 01/01 - 31/12 | 31/12/2020 | 35.000 | 419 | 35.419 | ||||
| Compensation in the reporting company | 35.000 | - - |
- | - 419 |
- 35.419 |
|||||
| Compensation from subsidiaries and associates Compensation from subsidiaries and associates |
Chairman of the Board of Statutory Auditors Chairman of the Board of Statutory Auditors |
01/01 -31/12 01/01 -31/12 |
31/12/2021 31/12/2021 |
12.000 12.000 |
12.000 12.000 |
|||||
| Strategic Executives in charge | ||||||||||
| Key management personnel | Number 1 | 01/01 - 31/12 | 280.840 | 50.000 | 4.590 | 335.429 18.636 |
||||
| Compensation in the reporting company | Number 1 | - | 280.840 | - | - 50.000 |
4.590 | - - 335.429 18.636 |
|||
| Compensation from subsidiaries and associates |
| Compensation in the reporting company | 705.572 | 447.703 52.500 | - | 50.000 | 12.521 190.000 1.458.295 | 45.681 | ||
|---|---|---|---|---|---|---|---|---|
| Compensation from subsidiaries and associates | 51.360 | - | - | - | - | - | - 51.360 |
- |
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