Remuneration Information • Apr 20, 2020
Remuneration Information
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according to Article 123-ter of Legislative Decree no. 58 of February 1998 (Italian Consolidated Financial Law - TUF) and pursuant to Article 84-quater of CONSOB Resolution no. 111971 of 14 May 1999 ("Issuers' Regulation") Approved by the Board of Directors on 24 March 2020
according to Article 123-ter of Legislative Decree no. 58 of February 1998 (Italian Consolidated Financial Law - TUF) and pursuant to Article 84-quater of CONSOB Resolution no. 111971 of 14 May 1999 ("Issuers' Regulation") Approved by the Board of Directors on 24 March 2020
compared to 2019 15
| and Board of Statutory Auditors, the General | |
|---|---|
| Manager, as well as Key Executives/Executives | |
| with Strategic Responsibilities | 26 |
| Part 1 | |
| Items making up the remuneration | 26 |
| 1. Board of Directors | 26 |
| 1.1. The Chairman of the Board of Directors 26 | |
| 1.2. Chief Executive Offi cer | 27 |
| 1.3. Other members of the Board of Directors 28 | |
| 1.4. Members of the Board of Directors' | |
| internal Committees | 32 |
| 2. Board of Statutory Auditors | 32 |
| 3. General Management Department | 33 |
| 4. Key Executives/Executives with | |
| Strategic Responsibilities | 34 |
| 5. Agreements for payment of | |
| indemnities in the event of early | |
| termination of employment | 35 |
| TABLE 1 | 38 |
Table on the remuneration paid to the Members of the Board of Directors and of the Board of Statutory Auditors, the General Manager, and Key Executives/Executives with Strategic Responsibilities during the 2019 fi nancial year 38
Table on monetary incentive plans for the Chairman, the Chief Executive Offi cer, the General Manager and Key Executives/Executives with Strategic Responsibilities 42
| SECTION II | 26 |
|---|---|
| (iii) performing specifi c assignments | 25 |
| 25 | |
| of employment | 24 |
| of term of offi ce or termination | |
| packages in the event of the end | |
| 2.3.6. Policy relating to salary | |
| ex post correction mechanisms | 24 |
| determination of those periods and | |
| 24 | |
| 24 | |
| 18 | |
| 18 | |
| 15 | |
| the change in performance and the change | |
| information on the connection between | |
| variable components are assigned and | |
| performance targets based on which the | |
| components and variable components, | |
| 2.3. Remuneration structure: fi xed | |
| in remuneration 2.3.1. Fixed component 2.3.2. Variable component 2.3.3. Non-monetary benefi ts 2.3.4. Criteria used for evaluation performance targets at the basis of the assignment of variable salary components and information aimed at pointing out the coherence of the Remuneration Policy with the pursuit of the Company's long-term interests and risk management policy 2.3.5. Deferred payment systems, with indication of the deferment periods and criteria used for 2.3.7. Information on insurance, social security or pension coverage, other than those that are mandatory 2.3.8. Remuneration Policy followed regarding: (i) the independent Directors, (ii) participation in Committees and |
Remuneration received in the 2019 fi nancial year by the members of the Board of Directors
Information on the shareholdings of the members of the Board of Directors and the Board of Statutory Auditors, the General Manager and Executives with Strategic Responsibilities 43
Incentive plans based on fi nancial instruments, other than stock options, for the members of the Board of Directors, the General Manager and other Executives with Strategic Responsibilities 44
2On 22 January 2019, the Board of Directors resolved to appoint a second General Manager, who has been working alongside the General Manager until 30 June 2019 and has held this offi ce since 26 September 2016.
3The Key Executives who are also identifi ed as Executives with Strategic Responsibilities under Annex 1 of CONSOB Regulation No. 17221 of 12 March 2010, are shown in bold.
Members of the Board of Directors
The Directors vested with particular duties by the Board of Directors, specifi cally the Chairman and Chief Executive Offi cer.
Contractual agreements that allow the Company to request restitution, in whole or in part, of variable components of the remuneration paid (or to retain sums that are subject to deferment), calculated based on information that is later revealed to be manifestly erroneous or false, or in cases of fraud or wilful or negligent conduct carried out in violation of rules, including those of a regulatory nature, as well as company regulations, on the condition that the satisfaction of the above requirements is verifi ed based on information ascertained by proven methods by the competent corporate Departments or the judicial authorities. Similarly, in compliance with the Group's ethical principles, the return of the incentive paid will be required in the event that the objectives associated with the incentives are acquired through conduct in violation of the law on corruption and corporate crimes that involve the administrative liability of the Company under Articles 25 and 25-ter of Legislative Decree No. 231/01.
The Corporate Governance Code for listed companies promoted by the Corporate Governance Committee established by Borsa Italiana S.p.A., ABI, Ania, Assonime, Confi ndustria and Assogestioni.
The Remuneration Committee set up by the Fincantieri Board of Directors under the Code.
Profi t gross of taxable interest, taxes, depreciation and amortisation on tangible and intangible assets.
The ratio between EBITDA and revenues in the reference period.
FTSE Italia All Share index, the value of which is published daily by Borsa Italiana, adjusted by excluding those companies mainly off ering banking, asset management or insurance services.
FINCANTIERI S.p.A.
Fincantieri and the Companies controlled by the same under Article 93 of the Italian Consolidated Law on Finance (TUF).
The means to measure the achievement of the sustainability objectives that the Company has determined combined and/or set in addition to those of economic and fi nancial performance, in order to align itself with the expectations of the fi nancial community in terms of sustainable development.
Management by Objectives, i.e., the short-term variable component of remuneration consisting of an annual bonus in cash to be paid on the basis of the achievement of fi xed annual objectives.
Standard level of achieving the objective that entitles one to obtain 100% of the incentive (without prejudice to other multipliers or discretionary parameters).
Board of Directors or Board
Fincantieri's Board of Directors.
General Manager1 The General Manager of Fincantieri.
The General Managers of Fincantieri.
The following executives of Fincantieri, who hold organisational positions of signifi cant impact with regard to achieving the Company's objectives, are:
"Those parties who have the power and the responsibility, whether directly or indirectly, for the planning, management and control of the Company's activities, including Directors (executive or otherwise) of the Company".
Panel of companies listed on the international stock exchanges and indicated as a reference parameter in the Information Document
The medium-long term variable incentive scheme that provides for the free allocation to benefi ciaries of rights to acquire a pre-set quota of Fincantieri's ordinary shares with no par value, upon achieving specifi c performance objectives, approved by the Shareholders' Meeting on 19 May 2017.
The medium-long term variable incentive scheme that provides for the free allocation to benefi ciaries of rights to acquire a preset quota of Fincantieri's ordinary shares with no par value, upon achieving specifi c performance objectives, approved by the Shareholders' Meeting on 11 May 2018.
Collectively, the 2016-2018 Performance Share Plan and the 2019-2021 Performance Share Plan.
The Remuneration Policy approved by the Board of Directors as described at Section I of this Report.
The Remuneration Committee Regulations.
Issuers' Regulations The Issuers' Regulations issued by Consob with Resolution No. 11971 of 14 May 1999, as amended.
This Report on the policy regarding
1 The General Manager appointed on 26 September 2016.
remuneration and fees paid, prepared under Article 123-ter of the Italian Consolidated Law on Finance (TUF).
Company FINCANTIERI S.p.A.
TSR - Total Shareholder Return The return for an investor that is calculated considering both the variations in the price of the share during a given period, and the dividends distributed in the same period, assuming that such dividends are immediately reinvested in the Company's shares themselves.
Legislative Decree No. 58 of 24 February 1998 (as amended), containing the "Consolidated text of the provisions on fi nancial intermediation".
The Report on the Remuneration Policy that we submit to you illustrates Fincantieri's Remuneration Policy for the 2020 fi nancial year as well as the remuneration paid to Directors, Statutory Auditors, the General Manager, Executives with Strategic Responsibilities and other Key Executives of the Company in 2019. The abovementioned document, laid down in line with the governance model adopted by the Company, with the recommendations of the Corporate Governance Code, was approved by the Board of Directors on 24 March 2020 on the Remuneration Committee's proposal.
The aim of Fincantieri's Remuneration Policy is to attract, motivate and retain key resources and talent in an increasingly competitive global market, as well as aligning and stimulating management to pursue and achieve the Company's strategic objectives. With this in mind, the Remuneration Committee, with the expert contribution of the Company's Human Resources and Industrial Relations Department, seamlessly and consistently advocated a Remuneration Policy for the Company designed to:
With regard to the fi rst point, in line with the provisions of the Corporate Governance Code, following the introduction of the medium/long-term variable component (2016-2018 LTI Plan and 2019-2021 LTI Plan) Fincantieri immediately recorded a more consistent pay-mix balance and a positive trend that saw, in 2019, a signifi cant increase in the percentage of the medium/long-term variable component compared to the fi xed component recorded in the previous year. In this context, it should be noted that:
With regard to remuneration positioning, the Adjustment Plan implemented from 2016 onwards made it possible, during 2019, to mitigate, where necessary, the misalignments between the remuneration
positioning of Key Executives of Fincantieri and the reference market, detected in the remuneration survey carried out during 2016. In fact, following the actions taken in 2019, there was a further increase in the percentage of the population of Key Executives whose fi xed remuneration is around the market median, from 62% in 2018 to 67% in 2019.
With reference to the third point, in view of the growing expectations of the fi nancial community on sustainable development and in line with the Sustainability Plan, Fincantieri - by including not only the already consolidated economic-fi nancial performance targets (EBITDA) linked to share performance (Total Shareholder Return) but also a Sustainability target in the 2019-2020 LTI Plan - confi rms its constant commitment to sustainability issues.
Fincantieri's attention and responsiveness to the above issues is also evident with reference to the STI (Short Term Incentive) Plan, in respect of which over 13% of the recipients of the MBO Plan, for the 2019 fi nancial year, participated in pursuing objectives related to sustainability issues such as quality, safety, respect for the environment and anti-corruption.
Dear Shareholders, in light of the above, the Remuneration Policy that we submit for your approval confi rms Fincantieri's commitment to the pursuit of a balanced pay-mix of the managers' remuneration package, linking the variable component to clear, predetermined and measurable performance objectives, also with a view to sustainability. For these reasons, we believe that the Remuneration Policy covered in this Report is consistent with the objectives pursued, namely to attract, retain and adequately remunerate the Company's key resources, with the aim of ensuring the creation of value for shareholders in the medium to long term.
We would like to take this opportunity to thank you in advance for the vote and the guidance you will give us at the next meeting to approve the fi nancial statements.
Giampiero Massolo THE CHAIRMAN OF THE BOARD OF DIRECTORS
Paola Muratorio THE CHAIRMAN OF THE REMUNERATION COMMITTEE
This Report, prepared in compliance with the laws currently in force and the Corporate Governance Code and taking account of the recent recommendations of the Italian Committee for Corporate Governance on the topic of remuneration5, was approved by the Board of Directors' Meeting of 24 March 2020 on a proposal by the Remuneration Committee. In compliance with the provisions of Article 123– ter of the Italian Consolidated Law on Finance, this Report is divided into two sections:
• the fi rst section illustrates the Policy adopted by Fincantieri on the remuneration of the members of the Board of Directors, the members of the Board of Statutory Auditors, the General Manager, the Executives with Strategic Responsibilities and other Key Executives with reference to the 2020 fi nancial year, and until the approval of a new Remuneration Policy as well as the procedures used to adopt and implement that Policy; in accordance with the provisions of Article 123 ter of the Italian Consolidated Law on Finance (TUF), this section is subject to the binding vote of the Shareholders' Meeting called to approve the fi nancial statements as of 31 December 2019; • the second section provides detailed information on the remunerations paid to the abovementioned persons and to the Statutory Auditors in 2019: in compliance with the provisions of Article 123-ter of the Italian Consolidated Law on Finance (TUF), this section is subject to the consultative vote of the Shareholders' Meeting called to approve the fi nancial statements as of 31 December 2019.
This Report is made available to the public at registered offi ce of Fincantieri (at Via Genova No. 1 in Trieste) and on the Company's website (www.fi ncantieri.com), and on the authorised storage platform called eMarket STORAGE ().
Resources and Industrial Relations Department, constantly monitors the adequacy, overall consistency, and the actual implementation of the Policy itself.
The verifi cation of the level of achievement of the quantitative and qualitative performance objectives, and the consequent determination of the sums of money payable to the individuals concerned, shall be performed after the approval of the fi nancial statements, following verifi cation by the Chief Executive Offi cer.
The composition, appointment, duties and operating procedures of the Remuneration Committee are governed by special Regulations approved by the Board of Directors. Until the Shareholders' Meeting of 5 April 2019, in line with the provisions of these Regulations, the Committee was composed of three non-executive Directors, the majority of whom were independent, namely Paola Muratorio (independent) as Chairman, Donatella Treu (independent) and Fabrizio Palermo, appointed by the Board of Directors on 8 June 2016.
On 5 April 2019, the Shareholders' Meeting appointed a new Board of Directors which, on 18 April 2019, appointed new members to the Remuneration Committee, which is made up of four non-executive Directors, the majority of whom are independent, namely the Directors Paola Muratorio (independent) as Chairman, Barbara Alemanni (independent), Elisabetta Oliveri (independent) and Fabrizio Palermo. All members possess adequate knowledge and experience in fi nancial or remuneration policies matters.
In accordance with its Regulations, the Remuneration Committee meets periodically with the frequency appropriate for the proper performance of its tasks. Meetings are called by the Committee Chairman, or when a request is
1.1. Procedures for adopting and implementing the Remuneration Policy
Fincantieri's Remuneration Policy is approved annually by the Board of Directors on the Remuneration Committee's proposal. This Policy's purpose is to: (i) attract, motivate and retain the most suitable resources to successfully manage the Company; (ii) stimulate the achievement of strategic objectives; (iii) align the interests of top management with the primary objective of creating sustainable shareholder value in the medium-long term, focusing the attention and commitment on strategic specifi c targets, such as those concerning sustainability and (iv) promote the Company's mission and its corporate values. The corporate body responsible for the correct implementation of the Remuneration Policy is the Board of Directors, supported by the Remuneration Committee, which provides proposals and consultancy on the matter and that periodically evaluates the adequacy, overall consistency and the actual implementation of the Remuneration Policy of the parties concerned in compliance with the recommendations of the Corporate Governance Code and the provisions of the Remuneration Committee's Regulations.
The management of the Remuneration Policy of the General Manager, Executives with Strategic Responsibilities and other Key Executives is entrusted to the Chief Executive Offi cer who, with the assistance of the Company's Human
made by at least two of its members, to discuss specifi c matters that are considered particularly relevant.
The Committee is quorate when the majority of the members in offi ce are present and decides by absolute majority of those present. In the event of a tie, the Chairman of the Committee holds the deciding vote.
The following individuals may also attend the Committee meetings: Chairman of the Board of Directors, Chief Executive Offi cer and Chairman of the Board of Statutory Auditors (or any other standing auditor appointed by them). Other standing auditors, however, may also attend the meetings and, upon invitation of the Committee itself, other parties may also attend, including other Board members or top management of the Company, to provide information on and evaluate matters falling within their remits with reference to the individual items on the agenda of the meetings. More specifi cally, as a general rule, the SVP of the Human Resources and Industrial Relations Department should attend. No Director shall take part in Committee meetings where proposals are submitted to the Board of Directors concerning their own remuneration. In accordance with the Corporate Governance Code and its own Regulations, the Remuneration Committee carries out the following advisory duties and makes the following proposals in relation to remuneration:
• submits proposals to the Board of Directors on the Remuneration Policy of Directors, the General Manager, Executives with Strategic Responsibilities and of other Key Executives, using, with respect to those executives, the information provided by the Chief Executive Offi cer, which may refer to market practices on remuneration policies;
• periodically assesses the adequacy, overall consistency and due application of the adopted Policy;
• submits proposals and expresses opinions to
5 Letter of the Chairman of the Italian Committee for Corporate Governance and the Chairmen of the governing bodies of listed Italian companies dated 19 December 2019.
the Board of Directors on the remuneration of executive Directors and other Directors who hold particular positions, as well as on setting performance objectives related to the variable component of such remuneration; • monitors the application of the decisions taken by the Board on matters on which it has submitted proposals and expressed opinions, in particular the evaluation of the actual achievement of the performance objectives.
In carrying out these functions and for the purposes of performing its duties, the Committee shall prepare and submit to the Board of Directors proposals for medium-long term incentive schemes for top management, including any share-based remuneration plans, and is in charge of monitoring their application. Among its functions, it also reports to the Shareholders' Meeting called to approve the fi nancial statements for the relevant year, either through the Committee Chairman or another designated member. The Committee is also in charge of the duties concerning Related Party Transactions with regard to resolutions concerning remuneration.
In the performance of its duties, the Committee shall ensure suitable functional and operational communications with the competent corporate departments.
The Committee: (i) may access information and is assisted by the corporate departments necessary to perform its duties; (ii) in order to fulfi l its duties, it may access, through the structures of the Company, external consultants, provided that they are adequately bound by necessary confi dentiality and (iii) if considered necessary, it may prepare an annual budget for its own tasks to be proposed to the Board of Directors.
In 2019, the Remuneration Committee held 4 meetings, in the context of which it:
i. prepared the contents of the Remuneration Policy which was submitted to the Board of
Directors for approval and to the advisory vote of the Shareholders' Meeting called to approve the fi nancial statements for the 2018 fi nancial year, and it expressed its opinion on the second section of the Report on remuneration and fees paid; ii. with reference to the short-term variable component of the remuneration of the Chairman and the Chief Executive Offi cer, it reported the business performances and other objectives related to the MBO for 2018 and established the performance objectives concerning the MBO for 2019; iii. with reference to the medium/long-term
variable component of remuneration: a. 2016-2018 LTI Plan: it verifi ed and
validated the proposal regarding the fi nal results of the economic-fi nancial objectives and the proposal regarding the number of shares to be allocated to each benefi ciary of the same, to be submitted to the Board of Directors for approval; b. 2019-2021 LTI Plan: it verifi ed and validated the proposal for the Plan Regulation, identifi ed the benefi ciaries of the fi rst cycle of the Plan and determined the number of rights to be assigned to them in order to submit it to the Board of Directors for approval;
iv. it requested and obtained detailed information on the most signifi cant aspects of the Fincantieri Group's remuneration matters.
Moreover, in early 2020, the Committee prepared a proposal for the Remuneration Policy that will be submitted to the approval of the Board of Directors and to the binding vote of the Shareholders' Meeting called to approve the fi nancial statements for the 2019 fi nancial year and it expressed its opinion on the second section of this Report on the policy regarding remunerations and fees paid in 2019.
Illustrated below is the cycle of tasks performed by the Committee in 2019:
• It has drawn up the contents of Remuneration Policy submitted to the Board of Directors' approval and to the Shareholders' Meeting's advisory consultative vote called to approve the financial statements for the year 2018 and has expressed its opinion on the second section of the Report on the policy regarding remunerations and fees paid
• It requested and obtained detailed information on the most significant aspects of the Fincantieri Group's remuneration matters
• 2019-2021 LTI Plan:
SIGNIFICANT EVENTS IN 2019
This 2020 Policy, in line with the 2019 Policy, in consideration of the benchmark analysis conducted by Willis Towers Watson, intends to align the Policy itself with the most common market practices for listed companies to gradually adjust wages that did not meet market levels.
Also with the support of Willis Towers Watson, the Company has also implemented the 2019-2021 Performance Share Plan, which is in line with the previous 2016-2018 Performance Share Plan and which saw the start of its fi rst cycle for the 2019-2021 threeyear period.
The Company's Remuneration Policy is defi ned in accordance with the governance model adopted by the Company and with the recommendations of the Corporate Governance Code, in order to (i) contribute to the pursuit of the Company's strategy, (ii) promote long-term interests and (iii) support the Company's sustainability. Consistent with these objectives, the Remuneration Policy aims to attract, motivate and retain management with high professional qualities, capable of managing the Company successfully and profi tably, as well as aligning the interests of management itself with the primary objective of creating value for the Company's shareholders in the medium to long term, ensuring that the remuneration is based on the results actually achieved.
2018 in keeping with the 2016-2018 LTI Plan, confi rm Fincantieri's intent to stimulate its management through eff ective means of remuneration that can attract, motivate and retain the Company's top management and key resources, by increasingly favouring the variable component of remuneration rather than the fi xed one, thus aligning management's interests with those of the shareholders in the medium to long term. Moreover, in view of the increasing expectations of the fi nancial community on sustainable development, the abovementioned 2019-2021 LTI Plan not only provides the fi nancial and economic performance objectives linked to stock performance, but also a sustainability index. To strengthen the link between remuneration and the medium-long term interests of the Company, the Remuneration Policy envisages that:
i. the fi xed and the variable components and, with respect to the latter, the short-term and the medium-long term variable components are appropriately balanced;
ii. the fi xed component is suitable to compensate the party's performance if the variable component is not disbursed due to the failure to achieve the performance objectives;
iii. a signifi cant portion of the remuneration of those concerned is based on three-year incentive plans;
iv. the remuneration relating to these plans is granted upon achievement of the performance objectives, which are also based on a three-year cycle;
v. these objectives are predetermined, measurable and indicative of the Company's operational effi ciency, as well as its capacity to remunerate the invested capital and create value for the shareholders over the mediumlong term;
vi. the Company may request restitution,
To this end, the Company examines market practices on remuneration policies, thus ensuring an adequate level of competitiveness in the labour market. With the aim of pursuing the alignment of the fi xed component of remuneration to the median market values, the Company, in 2019, in keeping with the previous year, continued with implementing the plan to adjust the fi xed component of the remuneration packages of Key Executives and those of other managers, to correctly position them with the relevant market, also in view of the evidence that materialised from the update of the assessment of weighing managerial positions, made with the assistance of Willis Towers Watson during the fi rst quarter of 2017.
The abovementioned adjustment plan has therefore made it possible, also during 2019, to mitigate, where necessary, the misalignment between the remuneration positioning of Fincantieri's Key Executives and the reference market. In fact, as a result of the measures taken in 2019, there was a further signifi cant increase in the percentage of the population of Key Executives around the market median, which rose from 39% in 2017 and 62% in 2018 to 67% in 2019. The Remuneration Policy applied to the Chief Executive Offi cer, to the Chairman, to the General Manager, to Executives with Strategic Responsibilities and to other Key Executives, therefore, aims to encourage their performance within the Company and the achievement of the Company's strategic objectives, also encouraging the loyalty of management by granting an adequate fi xed component of remuneration and by adopting variable remuneration systems linked to achieving certain individual and Company performance objectives.
With this in mind, the Remuneration Policy and the 2019-2021 LTI Plan, approved by the Shareholders' Meeting held on 11 June
in whole or in part, of variable components of the remuneration paid (or to withhold sums subject to deferment) and determined on the basis of data that later turned out to be manifestly erroneous or in the event that the objectives associated with the incentives should be acquired through conduct in violation of the laws on corruption and corporate crimes that involve the administrative liability of the Company under Legislative Decree No. 231/01 (i.e., "Clawback" clauses).
The Remuneration Policy applied to the abovementioned persons is thus oriented toward enhancing sustainable performance and the achievement of the Company's strategic priorities.
In accordance with the provisions of the Corporate Governance Code, the remuneration of non-executive Directors is commensurate with the commitment requested from each of these, also taking account of their participation in one or more Committees of the Board of Directors and does not foresee any variable components.
The Remuneration Policy for 2020 is in keeping with that for 2019.
2.3. Remuneration structure: fi xed components and variable components, performance targets based on which the variable components are assigned and information on the connection between the change in performance and the change in remuneration
The remuneration of the Chief Executive Offi cer, the Chairman, the General Manager, Executives with Strategic Responsibilities and other Key Executives is established in such a way as to align their interests with the pursuit of the primary objective of creating value for the shareholders over the mediumlong term. In addition, as emphasised in the following Tables, following the introduction of the medium-long term variable component (concerning the 2016-2018 LTI Plan and the 2019-2021 LTI Plan), the pay-mix confi rms an increase in the variable component. The above pay-mix, therefore, is balanced
The above Tables report the values of the variable components that were calculated as follows:
• the short-term variable component: the annual values of the incentives that can be obtained upon achieving the target are shown;
• medium/long-term variable component: Table 1 shows the value of the incentive in terms of the number of shares that can be obtained if all targets are met in the third three-year cycle of the 2016-2018 LTI Plan, while Table 2 shows the value of the incentive in terms of the number
| TYPE OF REMUNERATION | PURPOSE | POSITIONS INVOLVED |
|---|---|---|
| Fixed remuneration | Remunerates the role and more specifi cally the responsibilities assigned to the recipients, taking into account, among other things, the experience, quality of contribution made to achieving the business results and level of excellence with respect to the assigned duties |
• Chairman • Chief Executive Offi cer • Non-executive Directors • General Manager • Executives with Strategic Responsibilities • Other Key Executives |
| Short-term variable remuneration (annual MBO) |
Remunerates results achieved in the short term and is aimed at expressing the business plan strategies as a series of annual, individual and corporate objectives, capable of decisively infl uencing the performances of the managers involved |
• Chairman • Chief Executive Offi cer • General Manager • Executives with Strategic Responsibilities • Other Key Executives |
| Medium-long term variable remuneration (Performance Share Plan) |
Remunerates results achieved in the medium-long term and is aimed at improving the alignment of interests of the recipients with those of the shareholders and supporting the retention capabilities for key resources |
The benefi ciaries are individually identifi ed at the discretion of the Board of Directors, on the advice of the Remuneration Committee, among the following persons: • Chief Executive Offi cer and, according to the Chief Executive Offi cer's indications, the following persons: • General Manager • Executives with Strategic Responsibilities • Other Key Executives |
25.0% 0.0%
41.8% 38.0%
75.0%
21.8%
36.4% 40.0%
22.0%
36.4% 29.6%
19.3%
44.3% 50.5%
19.9%
TABLE 2 - PAY-MIX 2019-2021 LTI PLAN
FIXED COMPONENT
SHORT-TERM VARIABLE COMPONENT MEDIUM-LONG TERM VARIABLE COMPONENT
according to the Company's strategic objectives and risk management policy, taking into account the sector in which it operates and the characteristics of the business it performs; for positions of greater responsibility, preference is given to variable components over the fi xed component,
in line with market best practices. The graph below shows the pay-mix:
of shares that can be obtained if all targets are met in the second three-year cycle of the 2019-2021 LTI Plan. The abovementioned incentives were quantifi ed considering the value of the shares when granted, assuming that the benefi ciaries participate in all three
cycles of each plan as well as the fact that they remain in the same even after the end of the abovementioned three cycles of each plan. In view of the above, the abovementioned persons are recipients of a remuneration package structured as follows:
Chairman Chief Executive
Officer
General Manager
Executives with Strategic Responsibilities
Other Key Executives
The fi xed component of remuneration is commensurate with the role, the commitment required and the related responsibilities and is suffi cient to remunerate work performance even in the event of failure to pay or partial payment of variable components, where applicable. This is determined taking into account the level of experience of the individual, the professional contribution that they bring to achieving business results, as well as the level of excellence with respect to the duties assigned.
The fi xed component also ensures a suitably competitive position with respect to the remuneration level paid by the market for the specifi c position.
In line with the recommendations of the Corporate Governance Code and with the purposes described in paragraph 2.1 above, under the Policy the fi xed component of the remuneration is made up of:
• for the Chief Executive Offi cer:
– the salary resolved by the Shareholders' Meeting for the offi ce of a member of the Board of Directors under Article 2389(1), of the Italian Civil Code;
– the salary resolved by the Board of Directors under Article 2389(3), of the Italian Civil Code, on the Remuneration Committee's proposal and on the Board of Statutory Auditors' advice, for the role of Chief Executive Offi cer;
The variable remuneration utilises diff erent incentive programmes and instruments, depending on the resources involved and the time period taken into consideration, to mitigate management's assumption of risks and to encourage the creation of sustainable shareholder value over the medium-long term.
The recipients of short-term variable remuneration are: Chief Executive Offi cer, Chairman, General Manager, Executives with Strategic Responsibilities and other Key Executives.
The recipients of the medium-long term remuneration are individually identifi ed at the sole discretion of the Board of Directors, after consulting, insofar as each is concerned, the Remuneration Committee, the Chairman and the Chief Executive Offi cer, and also on the basis of the indications of the Chief Executive Offi cer with regard to the General Manager, Executives with Strategic Responsibilities, other Key Executives and other key resources identifi ed for incentive and retention purposes, in accordance with the regulations on LTI Plans.
The use of a short-term variable incentive Plan on an annual basis (MBO) intends to spell out the industrial plan's strategies in a series of annual objectives. The MBO can decisively infl uence the performance of the executives involved.
The objectives, identifi ed in line with the industrial plan, are predetermined and measurable and are assigned annually through forms sent to individual recipients.
Based on the achievement level of their own targets, the executives involved receive a bonus consisting in a predefi ned percentage of their base salary, which, in accordance with the MBO group to which they belong, ranges from a minimum of 35% for achieving the targets (which can be increased up to 38.2% for
Meeting for the offi ce of a member of the Board of Directors under Article 2389(1), of the Italian Civil Code;
– the amounts resolved by the Board of Directors on 18 April 2019, on the Board of Statutory Auditors' advice, and payable to the Chairmen and the members of the Internal Committees of the Board of Directors;
• for the Board of Statutory Auditors:
– the salary resolved by the Shareholders' Meeting of 19 May 2017 for the offi ce of Chairman and Standing Auditor under Article 2402, paragraph 1, of the Italian Civil Code;
– the gross annual salary provided according to their individual contract, in compliance with the provisions of the collective labour regulations applied. Furthermore, the abovementioned executives receive allowances for travelling either nationally or abroad, in line with the provisions under the applicable National Collective Bargaining Agreements and company level contracts.
The variable component is intended to remunerate management for the results achieved over the short and medium-long term. The direct relationship between results achieved and payment of the incentives allows, on the one hand, to take into account the results of the Company and the Group while, on the other, to strengthen the merit-based system, diff erentiating the contribution of each person and at the same time motivating human resources.
The pay-mix for the variable part of the remuneration consists of:
over performance) to a maximum of 55% for achieving the target' s objectives (which may be increased up to 59.25% for over performance). The short-term incentive of the Chief Executive Offi cer is 60% of the annual fi xed component, relative to the target and in any case not exceeding 65% in the event of over performance. The Chairman's short-term incentive is established as a fi xed fi gure by the Board of Directors, on the Remuneration Committee's proposal.
The General Manager's MBO percentage is equal to 55% of the base salary for achieving the target's objectives, which may be increased up to 59.25% in the event of over performance. The MBO is subject to the claw-back clauses. • Medium to long-term component
– improving alignment of the benefi ciaries' interests with those of the shareholders, linking the management's remuneration to specifi c multi-year performance objectives whose attainment is strictly connected to improving the Company's performance, the value growth over the medium-long term, as well as combining the company's economic and fi nancial performance with sustainability objectives;
More specifi cally, this component provides for the free allocation, to each of the benefi ciaries identifi ed, as provided for in the regulations governing the LTI Plans, of the rights to acquire free Company shares with no par value at the end of a certain performance period and subject to:
– achieving the performance objectives; and
– the other conditions laid down in the regulations governing the LTI Plans.
In particular, the 2016-2018 LTI Plan is characterised by the following elements:
– it is based on allocating Fincantieri shares with no par value to the benefi ciaries based on the achievement of specifi c performance objectives;
– it consists of three cycles, each of which lasts three years;
– a three-year performance period is foreseen for each of the three cycles (2016-2018 for the fi rst cycle, 2017-2019 for the second cycle, 2018- 2020 for the third cycle);
– it provides for a vesting period of
approximately three years;
– there are economic and fi nancial performance targets (such as EBITDA) as well as targets connected to share performance (such as the TSR with respect to either the Adjusted FTSE Italia All Share Index, or to an International Peer Group), the achievement of which is a condition for the allocation of the shares to each benefi ciary at the end of the performance period, subject to compliance with all the other conditions provided for in the Plan regulations. These objectives are identifi ed by the Board of Directors, on the advice of the Remuneration Committee;
– a lock-up period is envisaged during which, subject to derogations authorised by the Board of Directors on the advice of the Remuneration Committee, the benefi ciaries who are members of the Board of Directors, the General Manager or the Executives with Strategic Responsibilities are obliged to hold and not to dispose of in any way any portion of the shares granted under the Plan (equal to 20% of the shares allocated according to the Plan minus any shares potentially required to pay the tax charges deriving from the delivery of such shares) for a period of three years (for permanent employment contracts) or until the end of their
2021-2023 for the third cycle); – it provides for a vesting period of
– there are economic and fi nancial performance targets (such as EBITDA) as well as targets connected to share performance (such as the TSR with respect to either the Adjusted FTSE Italia All Share Index, or to an International Peer Group) or linked to a sustainability index (such as obtaining a certain rating from international rating agencies), which establish the allocation of the shares to each benefi ciary at the end of the performance period, subject to compliance with all the other conditions provided for in the Plan regulations. These objectives are identifi ed by the Board of Directors, on the advice of the Remuneration Committee;
– there is a lock-up period during which, subject to derogations authorised by the Board of Directors on the advice of the Remuneration Committee, the benefi ciaries who are members of the Board of Directors, the General Manager or the Executives with Strategic Responsibilities are obliged to hold and not to dispose of in any way any portion of the shares granted under the Plan (equal to 20% of the shares allocated according to the Plan minus any shares potentially necessary to pay the tax charges deriving from the delivery of such shares) for a maximum period of two years (in the case of permanent employment contracts) or until the end of their term of offi ce or contract (in the case of administrative or fi xed-term employment relationships).
Based on the foregoing, as regards the variable components of the remuneration, the pay mix for the Chief Executive Offi cer, Chairman, General Manager, Executives with Strategic Responsibilities and Key Executives is made up of:
– an MBO Plan with both annual quantitative,
term of offi ce or contract (for administrative or fi xed-term employment);
– a limit is envisaged (i.e., 'cap') for the maximum value of the shares that may be granted under the Plan to each benefi ciary, obtained by multiplying the number of shares which may be granted on the allocation date based on the level of achievement of the performance objectives, by four-times their market price at the date of the free assignment of the relevant rights.
The performance period of the fi rst cycle (2016- 2018) of the abovementioned Plan ended on 31 December 2018. During the meeting held on 27 June 2019, the Board of Directors, on the advice of the Remuneration Committee, on the Chief Executive Offi cer's proposal, reported on the business performances and on the other objectives of the fi rst cycle of the 2016-2018 LTI Plan and established the number of shares to be allocated to each benefi ciary of the same in relation to the extent of achieving the objectives and to the incentive percentage granted to each. In accordance with the Regulations governing the Plan, the rights were allocated to each benefi ciary on 30 July 2019. Fincantieri used the support of BNP Paribas Securities Services to provide administrative and banking services related to the rights allocation phase. In keeping with the abovementioned 2016-2018 LTI Plan, the 2019-2021 LTI Plan, approved by the Shareholders' Meeting held on 11 May 2018, essentially follows the same plan of the previous one and is characterised by the following elements:
– it is based on allocating Fincantieri shares with no par value to the benefi ciaries based on the achievement of specifi c performance objectives;
– it consists of three cycles, each of which lasts three years;
– a three-year performance period is foreseen for each of the three cycles (2019-2021 for the fi rst cycle, 2020-2022 for the second cycle,
fi nancial and economic targets (such as the EBITDA Margin or the value of purchase orders), as well as qualitative targets linked to achieving specifi c results. The percentage target was defi ned by the Board of Directors, on the proposal from the Remuneration Committee and on the advice of the Board of Statutory Auditors, in the amount of 60% of the annual fi xed component, which can be increased up to 65% in the event of over performance. The incentive accrued is distributed after the Board of Directors has verifi ed, on the advice of the Remuneration Committee, the achievement of the preset objectives, following approval of the consolidated fi nancial statements for the fi nancial year in question and in compliance with the provisions of the respective Plan. – the 2016-2018 LTI Plan with fi nancial and economic multi-year objectives connected to share performance. At the time of the assignment of the rights to acquire free shares of the Company under the 2016- 2018 LTI Plan, the number of those rights amounts to 100% of the fi xed remuneration component for performing the target, which can be increased up to 130% for over performance. The value of the rights that can be allocated is subject to the above cap. The incentive accrued is granted after the Board of Directors has verifi ed, on the advice of the Remuneration Committee, the achievement of the pre-set objectives, following approval of the fi nancial statements for the last relevant fi nancial year for each cycle of the Plan, as well as the existence of all the other conditions laid down in the 2016-2018 LTI Plan's regulations and is therefore distributed in accordance with those same regulations. – The 2019-2021 LTI Plan with multi-year economic and fi nancial objectives is linked to the share's performance and to a sustainability index. The granting of the number of rights to receive the Company's shares for free, with respect to the
2019-2021 LTI Plan, amounting to 115% of the remuneration's fi xed component for target performance and that can be increased to 172.5% for over performance, will be subject to subsequent approval by the Board of Directors. The incentive accrued is granted after the Board of Directors has verifi ed, on the advice of the Remuneration Committee, achieving the pre-set objectives, following approval of the fi nancial statements for the last relevant fi nancial year for each cycle of the Plan, as well as the existence of all the other conditions laid down in the 2019- 2021 LTI Plan's regulations and is therefore distributed in compliance with the provisions of the regulations themselves.
– a short-term variable incentive Plan with as many quantitative, fi nancial and economic (such as the EBITDA Margin or the value of purchase orders) annual objectives (MBO), as there are qualitative and quantitative objectives tied to achieving specifi c results. The amount is established as a fi xed amount by the Board of Directors, following a proposal by the Remuneration Committee and on the advice of the Board of Statutory Auditors, and paid following a specifi c resolution in relation to achieving pre-set annual targets.
– an MBO Plan with annual targets of both quantitative, of a fi nancial and economic nature as well as qualitative, for both the Company and the individual, which take into consideration the role held (such as the value of purchase orders, curbing certain structure costs, or specifi c qualitative and quantitative objectives).
The target amount of the short-term variable component of the remuneration (MBO) of the General Manager amounts to 55% of the fi xed remuneration component, which
objectives are met, increasing up to 97.5% in the event of over performance;
• for the Executives with Strategic
Responsibilities and other Key Executives: it varies depending on the recipient's category from a minimum of 33% to a maximum of 60% when target objectives are met; in the event of over performance, such percentages will increase, depending on the recipient's category, from a
minimum of 43% to a maximum of 78%. – The 2019-2021 LTI Plan with multi-year economic and fi nancial objectives is linked to the share's performance and to a sustainability index. The incentive accrued is granted after the Board of Directors has verifi ed, on the advice of the Remuneration Committee and on the Chief Executive Offi cer's proposal, the achievement of the pre-set objectives, following approval of the fi nancial statements for the last relevant fi nancial year for each cycle of the plan, as well as the existence of all the other conditions laid down in the 2019-2021 LTI Plan's regulation and is therefore distributed in compliance with the provisions of the regulation itself. The amount of the incentive is equal to the following percentage of the fi xed remuneration component linked to the recipient's category, established by the Board of Directors, on the advice of the Remuneration Committee and on the Chief Executive Offi cer's proposal, based on the impact of their role on the Company's performance:
may be increased up to 59.25% for over performance.
The maximum target amount of the short-term variable component of the remuneration (MBO) of Executives with Strategic Responsibilities and of other Key Executives, depending on the MBO range they fall into, varies from a minimum of 35% to a maximum of 55% of the base remuneration; for over performance, depending on the MBO they fall into, those percentages will vary from a minimum of 38.2% to a maximum of 59.25%. The incentive accrued is assigned and disbursed after the Chief Executive Offi cer has verifi ed the degree to which the pre-set objectives have been achieved, following approval of the fi nancial statements for the fi nancial year in question, and is therefore distributed in compliance with the respective plan.
– The 2016-2018 LTI Plan with multi-year fi nancial and economic objectives linked to share performance. The incentive accrued is assigned after the Board of Directors, within its scope of competence and on the advice of the Remuneration Committee, has verifi ed the achievement of the pre-set objectives, following approval of the fi nancial statements for the last fi nancial year for each cycle of the plan, as well as the existence of all other conditions laid down in the plan's regulation, and is therefore disbursed in accordance with that same regulation. Within the limits of the cap referred to in the plan, the amount of the incentive is equal to the following percentage of the fi xed remuneration component linked to the recipient's category, established by the Board of Directors, on the advice of the Remuneration Committee and on the Chief Executive Offi cer's proposal, based on the impact of their role on the Company's results:
• for the General Manager: 75% when target
the recipient's category, from a minimum of 49.5% to a maximum of 127.5%.
For all details, reference is made to the contents of the Information Documents for the 2016-2018 LTI Plan and for the 2019-2021 LTI Plan drawn up under Article 114–bis of the Italian Consolidated Law on Finance (TUF) and Article 84-bis of the Issuers' Regulation, published by the Company.
• Extraordinary Remunerations
In exceptional and extraordinary circumstances with respect to the context of the Remuneration Policy and with a view to attracting key fi gures from the market or motivating and retaining the best resources, specifi c remuneration packages may be granted during hiring or during employment. These remuneration packages, which are envisaged only for selected high-profi le managerial fi gures, may consist, for example, of (a) entry bonuses linked to economic losses resulting from the termination of previous employment that could adversely aff ect the entry/hiring of the new key resource (such as, for example, granting short/medium-term incentives, etc.); (b) retention bonuses linked to the commitment to continue employment with the Company for a specifi c period; (c) variable components guaranteed only for the fi rst year of employment; (d) success fees linked to extraordinary transactions and/or results (such as, for example, divestments, acquisitions, mergers, reorganization or effi ciency gains), of such signifi cance as to have a substantial impact on the value and volume of the Company's business and/or on its profi tability and, as such, not likely to be adequately covered by ordinary variable remuneration systems, so as to justify such additional payment. In accordance with the most common market practices on the subject and with the provisions of Article 123-ter, paragraph 3-bis, of the Consolidated Law on Finance (TUF), these remuneration
packages envisage an amount that does not exceed the amount of the short-term variable component.
Where intended for the Chairman or Chief Executive Offi cer, those extraordinary remuneration components are subject to resolution by the Board of Directors, on proposal of the Remuneration Committee. For the General Manager, Executives with Strategic Responsibilities and other Key Executives, disbursement is subject to the assessments of the Chief Executive Offi cer. The foregoing also applies with reference to the recent recommendations of the Italian Corporate Governance Committee.
The Chief Executive Offi cer, the Chairman, the General Manager, the Executives with Strategic Responsibilities and the other Key Executives are granted a company car for business and private use and the related fuel within predetermined limits and, if necessary, as an alternative to a hotel, the use of an economically viable accommodation for longterm stays limited in time.
2.3.4. Criteria used for evaluation performance targets at the basis of the assignment of variable salary components and information aimed at pointing out the coherence of the Remuneration Policy with the pursuit of the Company's long-term interests and risk management policy
The performance targets provided by the Remuneration Policy for the disbursement of the variable salary component are identifi ed by taking account of the specifi c activities conducted by the Company and of their connected risk profi les.
More specifi cally, the payment of the variable component of the short-term incentive Plan is tied to achieving pre-set fi nancial and economic performance objectives related to the annual budget. The comparison of
equivalent to 36 gross monthly salaries, including the instalment of the thirteenth month of the annual salary.
Under Article 2125 of the Italian Civil Code, specifi c remuneration may also be provided for cases in which it is necessary to enter into noncompetition agreements for members of the Board of Directors, for the General Manager, for Executives with Strategic Responsibilities and for other Key Executives.
The foregoing complies with the provisions of Article 123-ter of the Consolidated Law on Finance (TUF).
The Chairman and Chief Executive Offi cer are provided with specifi c insurance covers. The General Manager, Executives with Strategic Responsibilities and other Key Executives, as well as other Company
the fi nal balance fi gures with the assigned objectives determines the amount of the variable component of the payable remuneration.
The payment of the medium/long-term variable component, aimed at creating value for all shareholders over a medium/long-term time horizon, is linked to the achievement of pre-set economic and fi nancial performance objectives in the business plan and/or phases of the same or, if on a share basis, linked to the share price and/or economic return for shareholders in the medium/long-term. The 2019-2021 Plan provides for a Sustainability Index in addition to the economic and fi nancial objectives linked to the performance of the stock.
periods and ex post correction mechanisms For the medium-long term variable component, a vesting period of approximately three-years and a lock-up period are envisaged, unless the Board of Directors, on the advice of the Remuneration Committee, grants exceptions as indicated in paragraph 2.3.2 above.
Claw-back clauses are provided for all variable remuneration components.
The remuneration packages off ered for termination of offi ce or termination of employment is regulated by the current National Collective Bargaining Agreement for Executives of Companies that Produce Goods or Services, as well as being left to entering into specifi c agreements with the individual parties involved. In any event, such agreements may not provide for the payment of an indemnity exceeding an amount
Executives, are given more generous remuneration packages than those established by the National Collective Labour Agreement in terms of supplementary insurance, welfare and pension benefi ts.
The remuneration of the independent Directors is the same as that described in paragraph 2.3.1 above for non-executive Directors.
For Directors participating in the Board of Directors' Internal Committees, under the Remuneration Policy, they shall receive, for their participation in each Committee, additional remuneration established by the Board of Directors, after the Remuneration Committee's proposal, as stated in paragraph 2.3.1 above.
26 27
Remuneration received in the 2019 fi nancial year by the members of the Board of Directors and Board of Statutory Auditors, the General Manager, as well as Key Executives/Executives with Strategic Responsibilities
Where the 2019 fi nancial year is concerned, this part of Section II of the Report sets out: (i) the salaries payable to individuals who held the roles of Director, Statutory Auditor or General Manager during that year or for part thereof, by name, and (ii) the aggregate remunerations payable to Key Executives / Executives with Strategic Responsibilities. These items are also shown in summary in the tables in the Second Part of this Section.
For the entire 2019 fi nancial year, the offi ce of Chairman of the Board of Directors was held by Ambassador Giampiero Massolo. The remuneration payable to Ambassador Massolo for the 2019 fi nancial year (from 1 January to 31 December 2018) was comprised as follows:
• Fixed component: EUR 307,397.26, per annum, of which:
– EUR 10,410.96 on a pro rata basis (from 1 January to 5 April 2019), as resolved by the Shareholders' Meeting held on 19 May 2016 for the offi ce of Chairman of the Board of Directors, under Article 2389(1) of the Italian Civil Code; the abovementioned amount will be paid in 2020;
– EUR 36,986.30 on a pro rata basis (from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting held on 5 April 2019
Remuneration Committee's proposal and on the advice of the Board of Statutory Auditors, in consideration of the breadth and nature of the specifi c delegated powers granted.
No payments are due in relation to cease of offi ce.
For the entire 2019 fi nancial year, Mr Giuseppe Bono held the offi ce of Chief Executive Offi cer. Mr Bono's remuneration for the 2019 fi nancial year (from 1 January to 31 December 2019) was comprised as follows:
for the offi ce of Chairman of the Board of Directors, under Article 2389(1) of the Italian Civil Code; the abovementioned amount will be paid in 2020;
– EUR 260,000 per annum, as the remuneration resolved by the Board of Directors under Article 2389(3) of the Italian Civil Code, on proposal from the Remuneration Committee and on the advice of the Board of Statutory Auditors, in consideration of the breadth and nature of the specifi c delegated powers granted; the abovementioned amount was paid in 2019.
• Short-term variable component:
– 2019 MBO Plan: as established by the Board of Directors on 20 July 2016 and subsequently confi rmed on 27 June 2019, in accordance with the Remuneration Committee's proposal and on the advice of the Board of Statutory Auditors, the shortterm variable component is EUR 100,000, subject to adjustment up to a maximum of EUR 120,000 in the event of over performance; in 2020, the Board of Directors will verify that the objectives were achieved and establish the actual incentive, on the Remuneration Committee's proposal, on the basis of the 2019 annual fi nancial statements and specifi c reports. Any amounts due will be paid in 2020.
Ambassador Massolo's remuneration for the 2019 fi nancial year is as follows:
• Fixed component: EUR 300,000, of which: – EUR 40,000 as remuneration for the 2018 fi nancial year as resolved by the Shareholders' Meeting on 19 May 2016 for the offi ce of Chairman of the Board of Directors, under Article 2389(1) of the Italian Civil Code; – EUR 260,000 as remuneration for the 2019 fi nancial year as resolved by the Board of Directors on 20 July 2016, under Article 2389(3) of the Italian Civil Code, on the
Article 2389(1) of the Italian Civil Code, which will be paid in 2020;
– EUR 36,986.30 as remuneration calculated on a pro rata basis (from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting on 5 April 2019, for the offi ce of member of the Board of Directors, under Article 2389(1) of the Italian Civil Code, which will be paid in 2020; – EUR 923,000 per annum, as the remuneration resolved by the Board of Directors on 20 July 2016, under Article 2389(3) of the Italian Civil Code, on the Remuneration Committee's proposal and on the advice of the Board of Statutory Auditors, for the offi ce of Chief Executive Offi cer.
• Short-term variable component: – 2019 MBO Plan: as established by the Board of Directors on 20 July 2016 and subsequently confi rmed on 27 June 2019, on the Remuneration Committee's proposal and in accordance with the advice of the Board of Statutory Auditors, the short-term variable component is EUR 583,800 where targets are achieved, with an adjustment up to a maximum of EUR 632,450 in the event of over performance. The Board of Directors establishes whether target objectives have been achieved and the actual incentive accrued in the course of 2020, on the Remuneration Committee's proposal, on the basis of the 2019 annual fi nancial statements and specifi c reports. Any amount due will be paid in 2020.
• Medium-long term variable component: – 2019-2021 LTI Plan: on 11 May 2018, the Shareholders' Meeting approved the 2019- 2021 LTI Plan on the proposal of the Board of Directors; with reference to the fi rst cycle (2019-2021) of the abovementioned Plan, the Board of Directors, in accordance with the Remuneration Committee's proposal and the opinion of the Board of Statutory Auditors, on 24 July 2019, established that
1,082,219 rights to receive ordinary shares of Fincantieri would be allocated free of charge if all target objectives were met and subject to the conditions imposed by the Regulations that govern the Plan. In the event of over performance, the number of rights may be increased up to a maximum of 50%. Any allocation concerning the third cycle will take place in 2022.
Remuneration eff ectively paid to Mr Bono during the 2019 fi nancial year was:
• Fixed component6: an amount equal to EUR 950,000, of which:
– EUR 27,000 as remuneration for the 2018 fi nancial year as resolved by the Shareholders' Meeting on 19 May 2016 for the offi ce of member of the Board of Directors, under Article 2389(1) of the Italian Civil Code; – EUR 923,000 as remuneration for the 2019 fi nancial year, as resolved by the Board of Directors on 20 July 2016, under Article 2389(3) of the Italian Civil Code, on the Remuneration Committee's proposal and on the advice of the Board of Statutory Auditors, for the offi ce of Chief Executive Offi cer.
• Short-term variable component: – 2018 MBO Plan: as established by the Board of Directors on 20 July 2016 on the Remuneration Committee's proposal and on the advice of the Board of Statutory Auditors, the short-term variable component was established in the amount of EUR 570,000 upon reaching the target, subject to adjustment up to a maximum of EUR 617,500 in the event of over performance; on the Remuneration Committee's proposal, the meeting of the Board of Directors held on 27 June 2019 established that the specifi c over performance conditions had been met in full, consequently determining payment of the amount of EUR 617,500 in 2019.
• Long-term variable component: – 2016-2018 LTI Plan The performance Directors Ambassador Giampiero Massolo and Mr Giuseppe Bono, but also by the following Directors:
• Gianfranco Agostinetto (Architect) (independent), Simone Anichini (independent), Massimiliano Cesare (Attorney) (independent), Nicoletta Giadrossi (independent), Paola Muratorio (Architect) (independent), Fabrizio Palermo (non-independent) and Donatella Treu (independent).
On 8 June 2016, the Board of Directors appointed the Advisory Committees and its members and established their remuneration. More specifi cally, for the period from 1 January to 5 April 2019, the abovementioned Advisory Committees were comprised as follows:
• Internal Control and Risk Management Committee: Massimiliano Cesare (Chairman), Nicoletta Giadrossi and Fabrizio Palermo. This Committee also acted as the Committee for Transactions with Related Parties and, when analysing Transactions of Major Relevance, Mr Palermo is replaced by the independent director Gianfranco Agostinetto (Architect);
The remunerations resolved for the abovementioned members of the Board of Directors are made up of a fi xed part alone, which will be paid during the 2020 fi nancial year. More specifi cally:
period of the fi rst cycle (2016-2018) of the abovementioned Plan ended on 31 December 2018. The Board of Directors, on the Remuneration Committee's proposal and on the advice of the Board of Statutory Auditors, reported the Company's results and the other objectives of the fi rst cycle of the 2016-2018 LTI Plan and determined the number of shares to be allocated to each benefi ciary of the Plan in relation to the extent to which the objectives had been achieved. In accordance with the Regulation governing the Plan, the rights were allocated to each benefi ciary on 30 July 2019.
Consequently, the Board of Directors, on the proposal of the Remuneration Committee and on the advice of the Board of Statutory Auditors, resolved to allocate a total of 2,572,497 ordinary Fincantieri shares to the Chief Executive Offi cer, gross of withholding taxes.
when in Trieste, Mr Bono uses an apartment rather than a hotel, for reasons of cost eff ectiveness.
No payments are due in relation to cease of offi ce.
The Board of Directors, appointed by the Shareholders' Meeting on 19 May 2016 for the 2016-2018 three-year period, was in offi ce up to 5 April 2019.
For the period from 1 January to 5 April 2019, the offi ces of members of the Board of Directors were covered not only by the
• Director Gianfranco Agostinetto's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 14,835.62, of which:
– EUR 7,027.40 as remuneration calculated on a pro rata basis as resolved by the Shareholders' Meeting on 19 May 2016 for the offi ce of member of the Board of Directors; – EUR 7,808.22 as remuneration calculated on a pro rata basis for the offi ce of Chairman of the Sustainability Committee.
• Director Simone Anichini's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 17,438.36, of which:
– EUR 7,027.40 as remuneration calculated on a pro rata basis, as resolved by the Shareholders' Meeting on 19 May 2016 for the offi ce of member of the Board of Directors; – EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Appointments Committee;
– EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Sustainability Committee;
• Director Massimiliano Cesare's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 20,041.10, of which: – EUR 7,027.40 as remuneration calculated on a pro rata basis, as resolved by the Shareholders' Meeting on 19 May 2016, for the offi ce of member of the Board of Directors; – EUR 7,808.22 as remuneration calculated on a pro rata basis for the offi ce of Chairman of the Internal Control and Risk Committee; – EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Sustainability Committee;
• Director Nicoletta Giadrossi's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 17,438.36, of which:
– EUR 7,027.40 as remuneration calculated on a pro rata basis, as resolved by the Shareholders' Meeting on 19 May 2016, for the
6 Mr Bono's remuneration as Chairman of VARD Group AS (1 January - 29 September 2016) equal to SGD 243,750 (EUR 163,333 at the average exchange rate on 22 February 2016 – SGD/EUR = 0.67008) was paid and transferred in full by the Chief Executive Offi cer to Fincantieri in full in 2019. Note also that the remuneration referred to above in this footnote and any remuneration from other subsidiaries and affi liated companies are not included in the total of EUR 950,000, as these had been transferred to Fincantieri.
offi ce of member of the Board of Directors; – EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Internal Control and Risk Committee; – EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Sustainability Committee;
• Director Paola Muratorio's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 14,835.62, of which:
– EUR 7,027.40 as remuneration calculated on a pro rata basis, as resolved by the Shareholders' Meeting on 19 May 2016, for the offi ce of member of the Board of Directors; – EUR 7,808.22 as remuneration calculated on a pro rata basis for the offi ce of Chairman of the Remuneration Committee.
• Director Fabrizio Palermo's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 22,643.84, of which:
– EUR 7,027.40 as remuneration calculated on a pro rata basis, as resolved by the Shareholders' Meeting on 19 May 2016, for the offi ce of member of the Board of Directors; – EUR 5,205.48 as remuneration calculated on a pro pro rata for the offi ce of member of the Remuneration Committee;
– EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Appointments Committee;
– EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Internal Control and Risk Committee;
• Director Donatella Treu's remuneration for 2019 (period from 1 January to 5 April 2019) was EUR 20,041.10 per annum, of which:
– EUR 7,027.40 as remuneration calculated on a pro rata basis, as resolved by the Shareholders' Meeting on 19 May 2016, for the offi ce of member of the Board of Directors; – EUR 7,808.22 as remuneration for the offi ce of Chairman of the Appointments Committee;
On 5 April 2019, the Shareholders' Meeting resolved on a remuneration of EUR 50,000 per annum for all board members. The members of the Board of Directors do not receive variable remunerations; the remunerations approved for these members will be paid during the 2020 fi nancial year. More specifi cally:
• Director Barbara Alemanni's remuneration for 2019 was EUR 72,328.76, of which:
• Director Massimiliano Cesare's remuneration for the 2019 fi nancial year was EUR 79,397.26, of which:
– EUR 36,986.30 as remuneration calculated on a pro rata basis (period from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting on 5 April 2019, for the offi ce of member of the Board of Directors; - EUR 24,739.73 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of Chairman of the Internal Control and Risk Committee; - EUR 17,671.23 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of member of
the Appointments Committee.
• Director Luca Errico's remuneration for 2019 was EUR 72,328.76, of which:
– EUR 5,205.48 as remuneration calculated on a pro rata basis for the offi ce of member of the Remuneration Committee;
On 5 April 2019, the Shareholders' Meeting appointed the new Board of Directors for the 2019-2021 three-year period. The offi ces of members of the Board of Directors are covered, in addition to Directors Ambassador Giampiero Massolo and Mr Giuseppe Bono, also by the following Board Members:
• Barbara Alemanni (independent), Massimiliano Cesare (independent), Luca Errico (independent), Paola Muratorio (Architect) (independent), Elisabetta Oliveri (independent), Fabrizio Palermo (non-independent), Federica Santini (non-independent) and Federica Seganti (independent).
On 18 April 2019, the Board of Directors appointed the Advisory Committees and its members and established their remuneration. Specifi cally, the appointments were as follows:
• Internal Control and Risk Management Committee, composed of: Massimiliano Cesare (Attorney) (Chairman), Barbara Alemanni, Federica Seganti, Federica Santini. This Committee also operates as the Committee for Transactions with Related Parties; when analysing Transactions of Major Relevance, Ms Santini is replaced by Ms Muratorio;
• Remuneration Committee, composed of: Paola Muratorio (Architect) (Chairman), Barbara Alemanni, Elisabetta Oliveri and Fabrizio Palermo;
• Appointments Committee, composed of: Messrs Federica Seganti (Chairman), Massimiliano Cesare, Luca Errico and Fabrizio Palermo;
• Sustainability Committee, composed of: Elisabetta Oliveri (Chairman), Luca Errico, Paola Muratorio (Architect) and Federica Santini.
on a pro rata basis (period from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting on 5 April 2019, for the offi ce of member of the Board of Directors; - EUR 17,671.23 as remuneration calculated on a pro rata basis (period from April to 31 December 2019) for the offi ce of member of the Appointments Committee;
• Director Paola Muratorio's remuneration for the 2019 fi nancial year was EUR 79,397.26, of which:
EUR 36,986.30 as remuneration calculated on a pro rata basis (period from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting on 5 April 2019, for the offi ce of member of the Board of Directors; - EUR 24,739.73 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of Chairman of the Remuneration Committee;
EUR 17,671.23 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of member of the Sustainability Committee.
• Director Elisabetta Oliveri's remuneration for the 2019 fi nancial year was EUR 79,397.26, of which:
EUR 36,986.30 as remuneration calculated on a pro rata basis (period from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting on 5 April 2019, for the offi ce of member of the Board of Directors;
EUR 24,739.73 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of Chairman of the Sustainability Committee.
EUR 17,671.23 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of member of the Remuneration Committee;
• Director Fabrizio Palermo's remuneration for 2019 was EUR 72,328.76, of which:
EUR 36,986.30 as remuneration calculated on a pro rata basis (period from 6 April to 31 December 2019), as resolved by the Shareholders' Meeting on 5 April 2019, for the offi ce of member of the Board of Directors; - EUR 17,671.23 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of member of the Remuneration Committee;
EUR 17,671.23 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of member of the Appointments Committee.
• Director Federica Santini's remuneration for 2019 was EUR 72,328.76, of which:
• Director Federica Seganti's remuneration for 2019 was EUR 79,397.26, of which:
the Internal Control and Risk Committee; - EUR 24,739.73 as remuneration calculated on a pro rata basis (period from 18 April to 31 December 2019) for the offi ce of Chairman of the Appointments Committee.
No payments are due in relation to cease of offi ce.
On 8 June 2016, the Board of Directors approved an additional remuneration for the members of the Advisory Committees amounting to EUR 30,000 for those holding the offi ce of Chairman and EUR 20,000 for the other standing members.
On 18 April 2019, the Board of Directors recalculated these remunerations in the amount of EUR 35,000 per annum for those holding the offi ce of Chairman and EUR 20,000 per annum for the other standing members. The remunerations in 2018 for those holding
the offi ce of Chairman and for the members of the Committees are set out in the previous paragraph.
The Board of Statutory Auditors currently in offi ce was appointed by the Shareholders' Meeting held on 19 May 2017 and is made up of the standing auditors Gianluca Ferrero (Chairman), Fioranna Vittoria Negri and Roberto Spada. The Shareholders' Meeting held on 19 May 2017 resolved to remunerate the members of the Board of Statutory Auditors as follows:
The abovementioned amounts relating to the
2018 fi nancial year were paid in 2019; the amounts pertaining to the 2019 fi nancial year will be paid in the 2020 fi nancial year.
For the entire 2019 fi nancial year, the offi ce of General Manager of the Company was held by Alberto Maestrini (Engineer) and, jointly, by Pierfrancesco Ragni for the period from 22 January to 30 June 2019. Mr Maestrini's remuneration is comprised as follows:
• Fixed component: EUR 423,412.86, referring to the entire 2019 fi nancial year, was paid in 2019.
period of the fi rst cycle (2016-2018) of the abovementioned Plan ended on 31 December 2018. The Board of Directors, on the Remuneration Committee's proposal and the Board of Statutory Auditors' advice, reported the Company's results and the other objectives of the fi rst cycle of the 2016-2018 LTI Plan and determined the number of shares to be allocated to each benefi ciary of the Plan in relation to the extent to which the objectives had been achieved. In accordance with the Regulations governing the Plan, the rights were allocated to each benefi ciary on 30 July 2019.
As a result of the above, the Board of Directors, on the Remuneration Committee's proposal and the Board of Statutory Auditors' advice, resolved to allocate a total number of 497,619 ordinary Fincantieri shares to the General Manager, gross of withholding taxes.
• Non-monetary benefi ts: provision of a company car for business and private use plus fuel, supplementary health package, insurance and further minor benefi ts, for the total amount of EUR 32,873.77, established on the basis of taxable income criteria.
Mr Ragni's remuneration, for the period from 22 January to 30 June 2019, is as follows:
• Fixed component: EUR 125,711.87, referring to the entire 2018 fi nancial year, was paid in 2019.
• Non-monetary benefi ts: provision of a company car for business and private use plus fuel, supplementary health package, insurance and further minor benefi ts, for the total amount of EUR 7,388.84, calculated on a pro rata basis (period from 22 January to 30 June 2019), established on the basis of taxable income criteria.
In 2019, new hires/dismissals and arrivals/ departures at a managerial level in terms of the various roles for the fi nancial year in question (during the year or part thereof) resulted in the aggregate presence of 23 Key Executives, 7 of whom are Executives with Strategic Responsibilities.
Key Executives' remunerations are indicated at an aggregate level, and within each group, the aggregate remunerations for Executives with Strategic Responsibilities are specifi ed therein, as none of the Executives with Strategic Responsibilities had received a remuneration greater overall than the highest aggregate remuneration received by members of the Board of Directors, the Board of Statutory Auditors and by the General Manager.
Set out below, in aggregate form, is a description of each of the items that make up the remuneration paid to Key Executives, with details for Executives with Strategic Responsibilities, in the 2019 fi nancial year:
• Fixed component: EUR 4,631,231.29 in gross annual remuneration, of which EUR 1,443,678.84 for Executives with Strategic Responsibilities; these amounts were paid in 2019.
• Short-term variable component:
– 2018 MBO Plan: a total amount of EUR 1,526,707.63 (of which EUR 560,766.08 relating to Executives with Strategic Responsibilities) was disbursed for 2018. The Chief Executive Offi cer verifi ed that the objectives set by the 2018 MBO Plan were met on the basis of the fi nancial statements for 2018 and on specifi c cost reporting. The incentive payment was conditioned by exceeding the access threshold tied to achieving the strategic objective, as established by the Board of Directors, and consisting in achieving the target objective relevant to the EBITDA Margin, i.e. the ratio between EBITDA and Group Revenues in the fi nancial year in question (2018) of no less than 90% of the amount specifi ed in the 2018 Budget. Failure to reach this threshold would have led to the cancellation of the entire incentive.
– 2019 MBO Plan 2019: any incentive accrued will be paid during 2020, once the process of fi nalising the assigned objectives has been completed, following the shareholders' meeting called to approve the 2019 fi nancial statements. Assuming full achievement of all targets, the maximum MBO payable in 2020 is EUR 1,821,535.57, of which EUR 575,660.88 relating to Executives with Strategic Responsibilities.
• Medium-long term variable component: – 2016-2018 LTI Plan: the performance period of the fi rst cycle (2016-2018) of the abovementioned Plan ended on 31 December 2018. The Board of Directors, upon the Remuneration Committee's advice and the Chief Executive Offi cer's proposal, reported the business performances and the other objectives of the fi rst cycle of the 2016-2018 LTI Plan and established the number of shares to be allocated to each benefi ciary of the same in relation to the
extent of achieving the objectives and to the incentive percentage granted to each. In compliance with the provisions of the Regulations governing the Plan, rights were allocated to each benefi ciary on 30 July 2019. Following the above, the Board of Directors, on the Remuneration Committee's proposal and the Board of Statutory Auditors' advice, approved the allocation of a total number of 3,694,301 ordinary Fincantieri shares, gross of withholding taxes, of which 1,632,453 relating to Executives with Strategic Responsibilities. – 2019-2021 LTI Plan: on 11 May 2018, the Shareholders' Meeting approved the 2019- 2021 LTI Plan on the Board of Directors' proposal; with reference to the fi rst cycle (2019-2021) of that Plan, the Board of Directors, on the Remuneration Committee's proposal and the Board of Statutory Auditors' advice, on 24 July 2019, provided for the free assignment of 2,818,880 rights to receive ordinary shares of Fincantieri (of which 1,076,234 for Executives with Strategic Responsibilities), in the event of the achievement of all target objectives and subject to the conditions set out in the Regulations governing the Plan. In the event of over performance, the number of rights may be increased up to a maximum of 50%.
Any allocation concerning the third cycle
will take place in 2022.
• Extraordinary Remuneration: In line with the provisions of paragraph 2.3.2 of this document - which provides for the possibility for the Company to grant, on an exceptional and extraordinary basis, with respect to the Remuneration Policy context and with a view to attracting key fi gures from the market or to motivating and retaining the best resources, specifi c remuneration packages during the hiring phase or during employment - in 2019 the Chief Executive Offi cer authorised the disbursement of only
one entry bonus worth EUR 30,000 gross to a Key Executive hired in 2019, to make the hiring
off er more attractive. • Non-monetary benefi ts: these include the provision of a company car for business and private use plus fuel, in some cases the use of an accommodation for long-term stays and in any case limited in time, supplementary insurance, social security and pension coverage as well as those provided by the national collective bargaining agreement for the category applied, for a total value, according to a taxable income criterion, of EUR 429,841.20 (of which EUR 133,688.23 for Executives with Strategic Responsibilities).
Under a specifi c agreement in place with the current General Manager and an Executive with Strategic Responsabilities, an indemnity is payable where the employment is terminated early; the indemnity comprises 36 gross monthly salaries, inclusive of the thirteenth month salary bonus, in the event of unfair dismissal , resignation with cause and termination of employment by mutual consent.
The amounts provided in this Table and in the related notes follow accrual and cash criteria, in accordance with the applicable legislation
| Data expressed in EUR | VARIABLE NON-EQUITY REMUNERATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME OFFICE 1 |
PERIOD IN OFFICE |
TERMINATION OF OFFICE |
FIXED REMUNERATION |
REMUNERATION FOR SITTING ON COMMITTEES |
BONUSES AND OTHER INCENTIVES |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER REMUNE RATION |
TOTAL | FAIR VALUE REMUNERATION 2 |
SALARY PACKAGES FOR END OF OFFICE - TERMINATION OF EMPLOYMENT |
||
| Fincantieri Remunerations |
300,000.00 3 | – | 120,000.00 4 | – | 2,045.28 | – | 422,045.28 | – | – | ||||
| Giampiero Massolo |
Chairman BoD | 01.01.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 300,000.00 | – | 120,000.00 | – | 2,045.28 | – | 422,045.28 | – | – | ||||
| Fincantieri Remunerations |
950,000.00 5 | – | 617,500.00 6 | – | 2,090.64 | – | 1,569,590.64 | 2,639,281.00 | – | ||||
| Giuseppe Bono |
CEO | 01.01.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– 7 | – | – | – | – | – | – | – | – |
| Total | 950,000.00 | – | 617,500.00 | – | 2,090.64 | – | 1,569,590.64 | 2,639,281.00 | – | ||||
| Fincantieri Remunerations |
7,027.40 8 | 10,410.96 9 | – | – | – | – | 17,438.36 | – | – | ||||
| Simone Anichini |
Director/Member AC/Member SC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 7,027.40 | 10,410.96 | – | – | – | – | 17,438.36 | – | – | ||||
| Fincantieri Remunerations |
7,027.40 8 | 13,013.70 10 | – | – | – | – | 20,041.10 | – | – | ||||
| Director/ Chairman ICRMC/ Member SC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Massimiliano | Total | 7,027.40 | 13,013.70 | – | – | – | – | 20,041.10 | – | – | |||
| Cesare | Fincantieri Remunerations |
36,986.30 11 | 42,410.96 12 | – | – | – | – | 79,397.26 | – | – | |||
| Director/ Chairman ICRMC/ Member AC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Total | 36,986.30 | 42,410.96 | – | – | – | – | 79,397.26 | – | – | ||||
| Fincantieri Remunerations |
7,027.40 8 | 7,808.22 13 | – | – | – | – | 14,835.62 | – | – | ||||
| Gianfranco Agostinetto |
Director/ Chairman SC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 7,027.40 | 7,808.22 | – | – | – | – | 14,835.62 | – | – | ||||
| Fincantieri Remunerations |
7,027.40 8 | 10,410.96 14 | – | – | – | – | 17,438.36 | – | – | ||||
| Nicoletta Giadrossi |
Director/Member ICRMC/Member SC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 7,027.40 | 10,410.96 | – | – | – | – | 17,438.36 | – | – | ||||
| Fincantieri Remunerations |
7,027.40 8 | 7,808.22 15 | – | – | – | – | 14,835.62 | – | – | ||||
| Director/ Chairman RC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Paola | Total | 7,027.40 | 7,808.22 | – | – | – | – | 14,835.62 | – | – | |||
| Muratorio | Fincantieri Remunerations |
36,986.30 11 | 42,410.96 16 | – | – | – | – | 79,397.26 | – | – | |||
| Director/ Chairman RC/ Member SC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Total | 36,986.30 | 42,410.96 | – | – | – | – | 79,397.26 | – | – |
| Data expressed in EUR | VARIABLE NON-EQUITY REMUNERATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME OFFICE 1 |
PERIOD IN OFFICE |
TERMINATION OF OFFICE |
FIXED REMUNERATION |
REMUNERATION FOR SITTING ON COMMITTEES |
BONUSES AND OTHER INCENTIVES |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER REMUNE RATION |
TOTAL | FAIR VALUE REMUNERATION 2 |
SALARY PACKAGES FOR END OF OFFICE - TERMINATION OF EMPLOYMENT |
||
| Fincantieri Remunerations |
7,027.40 8 | 15,616.44 17 | – | – | – | – | 22,643.84 | – | – | ||||
| Director/Member RC/Member ICRMC/Member AC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Fabrizio | Total | 7,027.40 | 15,616.44 | – | – | – | – | 22,643.84 | – | – | |||
| Palermo | Fincantieri Remunerations |
36,986.30 11 | 35,342.46 18 | – | – | – | – | 72,328.76 | – | – | |||
| Director/Member RC/Member AC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Total | 36,986.30 | 35,342.46 | – | – | – | – | 72,328.76 | – | – | ||||
| Fincantieri Remunerations |
7,027.40 8 | 13,013.70 19 | – | – | – | – | 20,041.10 | – | – | ||||
| Donatella Treu |
Director/ Chairman AC/ Member RC |
01.01.2019 05.04.2019 |
Meeting to approve 2018 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 7,027.40 | 13,013.70 | – | – | – | – | 20,041.10 | – | – | ||||
| Fincantieri Remunerations |
36,986.30 11 | 35,342.46 20 | – | – | – | – | 72,328.76 | – | – | ||||
| Barbara Alemanni |
Director/Member ICRMC/Member RC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 36,986.30 | 35,342.46 | – | – | – | – | 72,328.76 | – | – | ||||
| Fincantieri Remunerations |
36,986.30 11 | 35,342.46 21 | – | – | – | – | 72,328.76 | – | – | ||||
| Luca Errico Director/Member AC/Member SC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Total | 36,986.30 | 35,342.46 | – | – | – | – | 72,328.76 | – | – | ||||
| Fincantieri Remunerations |
36,986.30 11 | 42,410.96 22 | – | – | – | – | 79,397.26 | – | – | ||||
| Elisabetta Oliveri |
Director/Member RC/Member SC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 36,986.30 | 42,410.96 | – | – | – | – | 79,397.26 | – | – |
1 In the Tables above, the following abbreviations have been used for corporate bodies and the offi ces held in Fincantieri: CEO (indicates the Chief Executive Offi cer); BoD (indicates the Board of Directors); ICRMC (indicates the Internal Control & Risk Management Committee); AC (indicates the Appointment Committee); RC (indicates the Remuneration Committee); SC (indicates the Sustainability Committee); BoSA (indicates the Board of Statutory Auditors); MG (indicates the General Manager); KE (indicates Key Executives); ESR (indicates Executives with Strategic Responsibilities).
2 The amounts indicated are the sum of the fair values of the second cycle (2017 - 2019), the third cycle (2018- 2020) of the 2016 - 2018 LTI Plan and the fi rst cycle (2019-2021) of the 2019-2021 LTI Plan. 3 The fi xed remuneration of the Chairman consists of: (i) EUR 40,000, disbursed during 2019 and pertaining to 2018, as remuneration for the offi ce of Chairman of the Board of Directors, approved by the Shareholders' Meeting of 19 May 2016, under Article 2389(1) of the Italian Civil Code. (ii) EUR 260,000, as remuneration accrued during 2019, approved by the Board of Directors on 20 July 2016, under Article 2389(3) of the Italian Civil Code, on the proposal of the RC and on the advice of the BoSA, by virtue of the extent and nature of the specifi c powers granted; this amount was paid in 2019. It should also be noted that the remuneration for the offi ce of Chairman of the Board of Directors, resolved by the Shareholders' Meeting of 19 May 2016, under Article 2389(1) of the Italian Civil Code, for the 2019 fi nancial year (period 1 January - 5 April 2019), amounted to EUR 10,410.96; while the remuneration for the offi ce of Chairman of the Board of Directors, resolved by the Shareholders' Meeting of 5 April 2019, under Article 2389(1) of the Italian Civil Code, for the 2019 fi nancial year (period 6 April - 31 December 2019) amounted to EUR 36,986.30. These amounts total EUR 47,397.26 and will be disbursed in 2020.
38 39 6 The amount refers to the 2018 MBO Plan. On 27 June 2019, the BoD, on the RC's proposal, established that the specifi c conditions for over performance were met in full, consequently establishing the payment of EUR 617,500, disbursed in 2019. With reference to the Board of Directors' meeting of 20 July 2016, as subsequently confi rmed on 7 May 2018 on the RC's proposal, the short-term variable component for 2019, amounts to EUR 583,800, upon achievement of the target, with adjustment up to a maximum of EUR 632,450 for over-performance; this amount will be paid out during the year 2020, after verifi cation of the achievement of the performance targets assigned. remuneration for the offi ce of AC member and (ii) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of SC member. This amount will be disbursed in the 2020 fi nancial year. 22 This amount relating to the 2019 fi nancial year consists of: (i) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of RC member and (ii) EUR 24,739.73 calculated on a pro rata basis as remuneration for the offi ce of SC Chairman. This amount will be disbursed in the 2020 fi nancial year.
4 The amount refers to the 2018 MBO Plan. On 27 June 2019, the BoD, on the RC's proposal, established that the specifi c conditions for over performance were met in full, consequently establishing the payment of EUR 120,000, disbursed in 2019.
5 The CEO's fi xed remuneration consists of: (i) EUR 27,000, as remuneration for the 2018 fi nancial year, resolved by the Shareholders' Meeting on 19 May 2016 for the offi ce of member of the Board of Directors, under Article 2389(1) of the Italian Civil Code; that amount was disbursed in 2019 and (ii) EUR 923,000, as remuneration, accrued during the 2019 fi nancial year, as resolved by the Board of Directors on 20 July 2016, under Article 2389(3) of the Italian Civil Code, on the RC's proposal and on the advice of the BoSA, for the offi ce of Chief Executive Offi cer; that amount was disbursed in 2019. It should be noted that the remuneration for the offi ce of member of the Board of Directors, resolved by the Shareholders' Meeting of 19 May 2016, under Article 2389(1) of the Italian Civil Code, for the 2019 fi nancial year (period 1 January - 5 April 2019), is equal to EUR 7,027.40; while the remuneration for the offi ce of member of the Board of Directors, resolved by the Shareholders' Meeting of 5 April 2019, under Article 2389(1) of the Italian Civil Code, for 2019 (period 6 April - 31 December 2019), is equal to EUR 36,986.30. These amounts total EUR 44,013.70 and will be disbursed in 2020. It should also be noted that Mr Bono resigned from his offi ce as Chairman of VARD Group AS on 30 September 2016; the VARD remuneration for 2016 (1 January - 29 September 2016) for the offi ce held amounted to SGD 243,750 (EUR 163,333, at the average exchange rate on 22 February 2016 - SGD/EUR = 0.67008) and was disbursed and entirely transferred by the CEO to Fincantieri in 2019. Note also that the remuneration referred to above in this footnote and any remuneration in relation to other subsidiaries and affi liated companies are not included in the total of EUR 950,000, as these had been transferred to Fincantieri.
7 Note that the remunerations relating to the offi ces held in controlled and affi liated companies in 2018 2019 are not included in the remunerations received by Mr Bono, as they were transferred to Fincantieri (see Footnote 5). 8 This amount, on a pro rata basis, resolved by the Shareholders' Meeting held on 19 May 2016 and relating to the
2019 fi nancial year, will be disbursed in 2020. 9 This amount relating to the 2019 fi nancial year consists of: (i) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of AC member and (ii) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of SC member. This amount will be disbursed in the 2020 fi nancial year.
10 This amount relating to the 2019 fi nancial year consists of: (i) EUR 7,808.22 calculated on a pro rata basis for the offi ce of ICRMC Chairman and (ii) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of SC member. This amount will be disbursed in the 2020 fi nancial year.
11 This amount, on a pro rata basis, resolved by the Shareholders' Meeting held on 5 April 2019 and relating to the 2019 fi nancial year, will be disbursed in 2020. 12 This amount relating to the 2019 fi nancial year consists of: (i) EUR 24,739.73 calculated on a pro rata basis
as remuneration for the offi ce of ICRMC member and (ii) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of AC member. This amount will be disbursed in the 2020 fi nancial year.
13 This amount relating to the 2019 fi nancial year is paid on a pro rata basis for the offi ce of SC Chairman. This amount will be disbursed in the 2020 fi nancial year.
14 This amount relating to the 2019 fi nancial year consists of: (i) EUR 5,205.48 calculated on a pro rata basis for the offi ce of ICRMC member and (ii) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of SC member. This amount will be disbursed in the 2020 fi nancial year.
15 This amount, calculated on a pro rata basis, relating to the 2019 fi nancial year is for the offi ce of RC Chairman. This amount will be disbursed in the 2020 fi nancial year.
16 This amount relating to the 2019 fi nancial year consists of: (i) EUR 24,739.73 calculated on a pro rata basis as remuneration for the offi ce of RC Chairman; and (ii) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of SC member. This amount will be disbursed in the 2020 fi nancial year.
17 This amount relating to the 2019 fi nancial year consists of: (i) EUR 5,205.48 calculated on a pro rata basis for the offi ce of AC member; (ii) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of ICRMC member and (iii) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of RC member. This
amount will be disbursed in the 2020 fi nancial year. 18 This amount relating to the 2019 fi nancial year consists of: (i) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of AC member and (ii) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of RC member. This amount will be disbursed in the 2020 fi nancial year.
19 This amount relating to the 2019 fi nancial year consists of: (i) EUR 7,808.22 calculated on a pro rata basis for the offi ce of AC Chairman and (ii) EUR 5,205.48 calculated on a pro rata basis as remuneration for the offi ce of RC member. This amount will be disbursed in the 2020 fi nancial year.
20 This amount relating to the 2019 fi nancial year consists of: (i) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of ICRMC member and (ii) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of RC member. This amount will be disbursed in the 2020 fi nancial year.
21 This amount relating to the 2019 fi nancial year consists of: (i) EUR 17,671.23 calculated on a pro rata basis as
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23 This amount relating to the 2019 fi nancial year consists of: (i) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of ICRMC member and (ii) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of SC member. This amount will be disbursed in the 2020 fi nancial year.
24 This amount relating to the 2019 fi nancial year consists of: (i) EUR 17,671.23 calculated on a pro rata basis as remuneration for the offi ce of ICRMC member and (ii) EUR 24,739.73 calculated on a pro rata basis as remuneration for the offi ce of AC Chairman. This amount will be disbursed in the 2020 fi nancial year.
25 The amount of the fi xed component reported in the 2018 2019 fi nancial year was disbursed within the same fi nancial year. 26 The amount refers to the 2018 MBO Plan and was disbursed in 2019. The Chief Executive Offi cer verifi ed the
achievement of the objectives referred to in the 2018 Plan on the basis of the 2018 fi nancial statements and specifi c cost-reporting. 27 The amount of the fi xed component reported in the 2019 fi nancial year, calculated on a pro rata basis, was
disbursed within the same fi nancial year.
28 It should be noted that the remuneration of the Statutory Auditors was approved by the Shareholders' Meeting of 28 May 2014 and until the renewal of the Board of Statutory Auditors at the Shareholders' Meeting held on 19 May 2017 who also approved the news fees.
29 Out of which EUR 1,443,678.84 for Executives with Strategic Responsibilities. It should be noted that the amount indicated does not include the remunerations received by Key Executives for positions held in the corporate bodies of subsidiaries, since, in line with Group policy, such remuneration is paid to Fincantieri. 30 The aggregate amount of EUR 1,526,707.63 (of which EUR 560,766.08 for Executives with Strategic
Responsibilities) refers to the 2018 MBO Plan and was disbursed in 2019. The Chief Executive Offi cer verifi ed the achievement of the objectives referred to in the 2018 Plan on the basis of the 2018 fi nancial statements and specifi c cost-reporting. 31 Out of which EUR 133,688.23 for Executives with Strategic Responsibilities.
32 This amount was paid on a one-off basis, in line with Section II, paragraph 2.3.2 of this document. 33 Of which EUR 2,607,710 for Executives with Strategic Responsibilities.
| Data expressed in EUR | VARIABLE NON-EQUITY REMUNERATION | SALARY | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME OFFICE 1 |
PERIOD IN OFFICE |
TERMINATION OF OFFICE |
FIXED REMUNERATION |
REMUNERATION FOR SITTING ON COMMITTEES |
BONUSES AND OTHER INCENTIVES |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER REMUNE RATION |
TOTAL | FAIR VALUE REMUNERATION 2 |
PACKAGES FOR END OF OFFICE - TERMINATION OF EMPLOYMENT |
||
| Fincantieri Remunerations |
36,986.30 11 | 35,342.46 23 | – | – | – | – | 72,328.76 | – | – | ||||
| Federica Santini |
Director/Member ICRMC/Member SC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 36,986.30 | 35,342.46 | – | – | – | – | 72,328.76 | – | – | ||||
| Fincantieri Remunerations |
36,986.30 11 | 42,410.96 24 | – | – | – | – | 79,397.26 | – | – | ||||
| Federica Seganti |
Director/Member ICRMC/Member AC |
06.04.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 36,986.30 | 42,410.96 | – | – | – | – | 79,397.26 | – | – | ||||
| Fincantieri Remunerations |
423,412.86 25 | – | 178,804.02 26 | – | 32,873.77 | – | 635,090.65 | 810,912.00 | – | ||||
| Alberto Maestrini |
General Manager 01.01.2019 | 31.12.2019 | - | Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 423,412.86 | – | 178,804.02 | – | 32,873.77 | – | 635,090.65 | 810,912.00 | – | ||||
| Fincantieri Remunerations |
125,711.87 27 | – | – | – | 7,388.84 | – | 133,100.71 | – | – | ||||
| Pierfrancesco Ragni |
General Manager 22.01.2019 | 30.06.2019 | - | Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 125,711.87 | – | – | – | 7,388.84 | – | 133,100.71 | – | – | ||||
| Fincantieri Remunerations |
37,000.00 28 | – | – | – | – | – | 37,000.00 | – | – | ||||
| Gianluca Ferrero |
Chairman BoSA 01.01.2019 | 31.12.2019 | Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 37,000.00 | – | – | – | – | – | 37,000.00 | – | – | ||||
| Fincantieri Remunerations |
26,000.00 28 | – | – | – | – | – | 26,000.00 | – | – | ||||
| Fioranna Vittoria Negri |
Standing Auditor |
01.01.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 26,000.00 | – | – | – | – | – | 26,000.00 | – | – | ||||
| Fincantieri Remunerations |
26,000.00 28 | – | – | – | – | – | 26,000.00 | – | – | ||||
| Roberto Spada |
Standing Auditor |
01.01.2019 31.12.2019 |
Meeting to approve 2021 Financial Statements |
Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 26,000.00 | – | – | – | – | – | 26,000.00 | – | – | ||||
| Fincantieri Remunerations |
4,631,231.29 29 | – | 1,526,707.63 30 | – | 429,841.20 31 |
30,000.00 32 |
6,617,780.12 | 6,172,662.00 33 | – | ||||
| Key Executives |
- | 01.01.2019 31.12.2019 |
- | Remunerations from controlled and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 4,631,231.29 | – | 1,526,707.63 | – | 429,841.20 | 30,000.00 | 6,617,780.12 | 6,172,662.00 | – |
35 The amount refers to the 2019 MBO Plan and amounts to EUR 100,000.00, with adjustment up to a maximum of EUR 120,000.00 for over performance; the amount will potentially be paid in 2020, after verifying the achievement of the assigned performance objectives.
36 The amount refers to the 2018 MBO Plan and was disbursed in 2019.
37 The amount refers to the 2019 MBO Plan and amounts to EUR 583,800.00, with adjustment up to a maximum of EUR 632,450.00 for over performance; the amount will potentially be paid in 2020, after verifying the achievement of the assigned performance objectives.
38 The amount refers to the 2018 MBO Plan and was disbursed in 2019. 39 The amount refers to the 2019 MBO Plan and amounts to EUR 201,711.95 with adjustment up to a maximum of EUR 217,298.78 for over performance; the amount will potentially be paid in 2020, after verifying the achievement of the assigned performance objectives.
40 The amount refers to the 2018 MBO Plan and was disbursed in 2019; the amount EUR 560,766.08 refers to Executives with Strategic Responsibilities.
41 The amount refers to the 2019 MBO Plan and will potentially be paid in 2020, after verifying the achievement of the assigned performance objectives. EUR 575,660.88 of this amount refers to Executives with Strategic Responsibilities.
42 No information was reported on persons who resigned from offi ce prior to admission of the Company's shares to trading. Note that, under Article 84-quater, paragraph 4, of the Issuers' Regulation, the Remuneration Report includes "the shareholdings held in companies with listed shares and in the companies controlled thereby, by members of the governing and control bodies, by General Managers and by other Executives with Strategic Responsibilities as well as by spouses who are not legally separated and by under-age children, directly or through controlled companies, trustee companies or through an intermediary, as resulting from the shareholders' book, from communications received and from other information acquired by the same members of the governing and control bodies, from General Managers and Executives with Strategic
| Data expressed in EUR | BONUS FOR THE YEAR | BONUSES FROM PREVIOUS YEARS |
OTHER BONUSES |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME OFFICE | PLAN | DISTRIBUTABLE/ | DISTRIBUTED DEFERRED REFERENCE PERIOD |
NO LONGER DISTRIBUTABLE |
DISTRIBUTABLE/ DISTRIBUTED |
STILL DEFERRED |
||||
| Fincantieri Remunerations |
2018 MBO | – | – | – | 120,000.00 34 | – | – | |||
| Giampiero Massolo |
Chairman BoD |
Remunerations from controlled and associated companies |
2019 MBO – |
120,000.00 35 – |
– – |
– – |
– – |
– | – – |
– – |
| Total | – | 120,000.00 | – | – | – | 120,000.00 | – | – | ||
| Fincantieri Remunerations |
2018 MBO | – | – | – | 617,500.00 36 | – | – | |||
| Giuseppe | CEO | Remunerations from controlled |
2019 MBO | 632,450.00 37 | – | – | – | – | – | |
| Bono | and associated companies |
– | – | – | – | – | – | – | – | |
| Total | – | 632,450.00 | – | – | – | 617,500.00 | – | – | ||
| Fincantieri Remunerations |
2018 MBO | – | – | – | 178,804.02 38 | – | – | |||
| Alberto | General | Remunerations from controlled and associated |
2019 MBO | 217,298.78 39 | – | – | – | – | – | |
| Maestrini | Manager | companies | – | – | – | – | – | – | – | – |
| Total | – | 217,298.78 | – | – | – | 178,804.02 | – | – | ||
| Fincantieri Remunerations |
2018 MBO | – | – | – | 1,526,707.63 40 | – | – | |||
| Key Executives | – | Remunerations from controlled and associated |
2019 MBO | 1,821,535.57 41 | – | – | – | – | – | |
| companies | – | – | – | – | – | – | – | – | ||
| Total | – | 1,821,535.57 | – | – | – | 1,526,707.63 | – | – |
34 The amount refers to the 2018 MBO Plan and was disbursed in 2019.
Responsibilities".
Under Schedule No. 7-ter of Annex 3A to the Issuers' Regulation, this includes all persons who, during the reference year, held the offi ces of members of governing and control bodies, of General Manager or of Executives with Strategic Responsibilities even for a fraction of a year. Accordingly, the certifi cate of ownership and the procedures
thereof are also specifi ed. 43 The abovementioned number corresponds to the total shares held on 31 December 2017 by Executives with Strategic Responsibilities identifi ed for the 2019 fi nancial year. 44 The diff erence in the number of shares held on 31 December 2018 compared to 31 December 2017 is due to alternating several Executives in the role of Executive with Strategic Responsibilities during the year under review.
The table below is drafted under Article 84-quater, paragraph 4, of the Issuers' Regulation and of Schedule No. 7-ter of Annex 3A to the Issuers' Regulation. This table includes the list, by name, of the shareholdings held by members of the Board of Directors and of the Board of Statutory Auditors, by the General Manager and, in aggregate form, by Executives with Strategic Responsibilities in Fincantieri and in its controlled companies 42.
The remunerations listed in this Table refl ect the maximum amount payable; their potential payment during the 2020 fi nancial year and the amount thereof shall be subject to the evaluation by the corporate bodies of the achievement of the underlying objectives.
| SUBSIDIARIES | NO. OF SHARES HELD AT THE END OF THE 2018 FINANCIAL YEAR |
NO. OF SHARES PURCHASED* |
NO. OF SHARES SOLD |
NO. OF SHARES HELD AT THE END OF THE 2019 FINANCIAL YEAR |
|
|---|---|---|---|---|---|
| 31.12.2019 | – | – | – | – | – |
| 31.12.2019 | Fincantieri | 84,000 1,246,481 | – | 1,330,481 | |
| 31.12.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | – |
| 05.04.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | – |
| 05.04.2019 | – | – | – | – | – |
| 05.04.2019 | – | – | – | – | – |
| 05.04.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | 1,000 |
| 31.12.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | – |
| 31.12.2019 | – | – | – | – | – |
| 01.01.2019 31.12.2019 |
– | – | – | – | – |
| 01.01.2019 31.12.2019 |
– | – | – | – | – |
| 01.01.2019 31.12.2019 |
Fincantieri | 11,000 246,760 | – | 257,760 | |
| NAME AND SURNAME |
OFFICE | PERIOD IN OFFICE PARTICIPATED | SUBSIDIARIES | NO. OF SHARES HELD AT THE END OF THE 2018 FINANCIAL YEAR |
NO. OF SHARES PURCHASED* |
NO. OF SHARES SOLD |
NO. OF SHARES HELD AT THE END OF THE 2019 FINANCIAL YEAR |
|---|---|---|---|---|---|---|---|
| Giampiero Massolo |
Chairman BoD 01.01.2019 | 31.12.2019 | – | – | – | – | – |
| Giuseppe Bono |
CEO | 01.01.2019 31.12.2019 |
Fincantieri | 84,000 1,246,481 | – | 1,330,481 | |
| Massimiliano Cesare |
Director | 01.01.2019 31.12.2019 |
– | – | – | – | – |
| Paola Muratorio |
Director | 01.01.2019 31.12.2019 |
– | – | – | – | – |
| Simone Anichini |
Director | 01.01.2019 05.04.2019 |
– | – | – | – | – |
| Fabrizio Palermo |
Director | 01.01.2019 31.12.2019 |
– | – | – | – | – |
| Gianfranco Agostinetto Director |
01.01.2019 05.04.2019 |
– | – | – | – | – | |
| Nicoletta Giadrossi |
Director | 01.01.2019 05.04.2019 |
– | – | – | – | – |
| Donatella Treu |
Director | 01.01.2019 05.04.2019 |
– | – | – | – | – |
| Barbara Alemanni |
Director | 06.04.2019 31.12.2019 |
– | – | – | – | – |
| Luca Errico Director | 06.04.2019 31.12.2019 |
– | – | – | – | – | |
| Elisabetta Oliveri |
Director | 06.04.2019 31.12.2019 |
– | – | – | – | 1,000 |
| Federica Santini |
Director | 06.04.2019 31.12.2019 |
– | – | – | – | – |
| Federica Seganti |
Director | 06.04.2019 31.12.2019 |
– | – | – | – | – |
| Gianluca Ferrero |
Chairman BoSA | 01.01.2019 31.12.2019 |
– | – | – | – | – |
| Roberto Spada |
Standing Auditor |
01.01.2019 31.12.2019 |
– | – | – | – | – |
| Fioranna Vittoria Negri |
Standing Auditor |
01.01.2019 31.12.2019 |
– | – | – | – | – |
| Alberto Maestrini |
General Manager |
01.01.2019 31.12.2019 |
Fincantieri | 11,000 246,760 | – | 257,760 | |
| Dirigenti con Responsabilità Strategiche |
– | 01.01.2019 31.12.2019 |
Fincantieri | 56,200 43 661,943 | 15,000 | 675,543 44 |
45 The Plan's approval date by the Board of Directors, subsequently approved by the Shareholders' Meeting called on 19 April 2017 to approve the fi nancial statements as at 31 December 2016, on a proposal from the Board of Directors itself.
46 The shares indicated correspond to the number of assignments to the target. Note that the shares indicated in the tables attached to the Information Document for the LTI Plans are the maximum number of shares granted.
47 The fair value for the 2016-2018 LTI Plan, fi rst cycle 2016-2018, corresponding to the maximum incentive that can be granted if all performance conditions are met in full, was calculated on the basis of the weighted unit value of the following parameters: 30% of the reference book value for TSR (EUR 0.1293) and 70% of the reference book value for EBITDA (EUR 0.6251); the fair value for the second cycle (2017-2019) of the same 2016-2018 Plan, corresponding to the maximum incentive that can be granted where all performance conditions are met in full, was calculated on the basis of the weighted unit value of the following parameters: 30% of the reference book for TSR (EUR 0.146) and 70% of the reference book value for EBITDA (EUR 0.735); the fair value for the third cycle (2018-2020) of the same 2016-2018 Plan, corresponding to the maximum incentive that can be granted where all performance conditions are met in full, was calculated on the basis of the weighted unit value of the following parameters: 30% of the reference book value for TSR (EUR 0.18261) and 70% of the reference book value for EBITDA (EUR 0.917).
48 Of which EUR 1,632,453 for Executives with Strategic Responsibilities.
49 Of which EUR 730,905 for Executives with Strategic Responsibilities.
50 Of which EUR 827,907 for Executives with Strategic Responsibilities.
Incentive plans based on fi nancial instruments, other than stock options, for Members of the Board of Directors, the General Manager and other Executives with Strategic Responsibilities
| Financial instruments allocated in previous financial years and not vested during the financial year |
Financial instruments allocated during the financial year |
Financial instruments vested during the year and non assignable |
Financial instruments vested during the year and assignable |
Financial instruments relating to the financial year |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname/Office 2016-2018 LTI PLAN 45 | Number and type of financial instruments 46 Vesting Period |
Number and type of financial instruments |
Fair value on granting date 47 |
Vesting Period Granting date | Market price when granted 37 |
Number and type of financial instruments |
Number and type of financial instruments |
Value on accrual date |
Fair Value | |||
| 10 November 2016 (1st cycle 2016-2018) |
2,237,927 shares |
Approximately 3 years |
– | – | – | – | – | – | 2,572,497 | 0.928 | ||
| Remuneration of CEO in Fincantieri |
10 November 2016 (2nd cycle 2017-2019) |
915,486 shares |
Approximately 3 years |
– | – | – | – | – | – | – | – | 806,543 |
| 10 November 2016 (3rd cycle 2018-2020) |
707,530 shares |
Approximately 3 years |
– | – | – | – | – | – | – | – | 778,007 | |
| 10 November 2016 (1st cycle 2016-2018) |
432,988 shares |
Approximately 3 years |
– | – | – | – | – | – | 497,719 | 0.928 | ||
| Remuneration of General Manager in Fincantieri |
10 November 2016 (2nd cycle 2017-2019) |
220,491 shares |
Approximately 3 years |
– | – | – | – | – | – | – | – | 194,253 |
| 10 November 2016 (3rd cycle 2018-2020) |
204,857 shares |
Approximately 3 years |
– | – | – | – | – | – | – | – | 225,263 | |
| 10 November 2016 (1st cycle 2016-2018) |
2,429,514 shares |
Approximately 3 years |
– | – | – | – | – | – | 3,694,301 48 | 0.928 | ||
| Remuneration of KE + ESR in Fincantieri |
10 November 2016 (2nd cycle 2017-2019) |
1,840,298 shares |
Approximately 3 years |
– | – | – | – | – | – | – | – | 1,621,303 49 |
| 10 November 2016 (3rd cycle 2018-2020) |
1,640,654 shares |
Approximately 3 years |
– | – | – | – | – | – | – | – | 1,804,079 50 | |
| – | – | – | – | 0.7544 | – | – | – | – | – | – | 3,847,764 | |
| Total | – | – | – | – | 0.8810 | – | – | – | – | – | – | 2,622,098 |
| – | – | – | – | 1.09961 | – | – | – | – | – | – | 2,807,349 |
calculated on the basis of the weighted unit value of the following parameters: 15% of the reference book value for the TSR (EUR 0.0931) and 15% of the reference book value for the Sustainability Index plus 70% of the reference book value for EBITDA (EUR 0.8815) 53 This is the weighted average market price of the shares in the fi ve trading days preceding the date when the Board of Directors resolved on the Plan's fi rst cycle (2019-2021) at the
meeting held on 24 July 2019. 54 Date on which the Board of Directors approved the number of rights to assign to the recipients of the 2019-2021 Plan with respect to its fi rst cycle (2019-2021).
55 Of which EUR 1,076,234 for Executives with Strategic Responsibilities. 56 Of which EUR 1,048,898 for Executives with Strategic Responsibilities.
Incentive plans based on fi nancial instruments, other than stock options, for Members of the Board of Directors, the General Manager and other Executives with Strategic Responsibilities
| Financial instruments allocated in previous financial years and not vested during the financial year |
Financial instruments allocated during the financial year |
Financial instruments vested during the year and non assignable |
Financial instruments vested during the year and assignable |
Financial instruments relating to the financial year |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname/Office 2019-2021 LTI PLAN 51 | Number and type of financial instruments |
Vesting Period | Number and type of financial instruments |
Fair value on granting date 52 |
Vesting Period Granting date | Market price when granted 53 |
Number and type of financial instruments |
Number and type of financial instruments |
Value on accrual date |
Fair Value | ||
| Remuneration of CEO in Fincantieri |
27 March 2018 (1st cycle 2019-2021) – |
– | 1,082,219 | shares 0.9746 Approximately | 3 years 24.07.2019 54 1,0095 | – | – | – 1,054,731 | ||||
| Remuneration of General Manager in Fincantieri |
27 March 2018 (1st cycle 2019-2021) – |
– | 401.597 0.9746 Approximately | 3 years 24.07.2019 54 1,0095 | – | – | – 391,396 | |||||
| Remuneration of KE + ESR in Fincantieri |
27 March 2018 (1st cycle 2019-2021) – |
– | 2,818,880 55 0.9746 Approximately | 3 years 24.07.2019 54 1,0095 | – | – | – 2,747,280 56 | |||||
| Total | – | – | – | – 0.9746 | – | – | – | – | – | – 4,193,407 | ||
| 51 The Plan's approval date by the Board of Directors, subsequently approved by the Shareholders' Meeting called on 11 May 2018 to approve the fi nancial statements as at 31 December 2017, on a proposal from the Board of Directors itself. 52 The fair value relating to the 2019-2021 LTI Plan, fi rst cycle 2019-2021, corresponding to the maximum incentive payable for full achievement of all performance conditions, was |
Parent Company Registered offi ce Via Genova no. 1 - 34121 Trieste – Italy Tel: +39 040 3193111 Fax: +39 040 3192305 fi ncantieri.com Share capital Euro 862,980,725.70 Venezia Giulia Company Registry and Tax No. 00397130584 VAT No. 00629440322
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