Remuneration Information • Apr 7, 2020
Remuneration Information
Open in ViewerOpens in native device viewer
provided pursuant to article 123-ter of the Consolidated Finance Act and article 84-quater of the Issuers' Regulations
Issuer: Landi Renzo S.p.A.
Website: www.landirenzogroup.com/it/
Date of this Report's approval: 13 March 2020
| GLOSSARY 4 | ||
|---|---|---|
| SECTION I 6 | ||
| 1. | INTRODUCTION 6 | |
| 2. | CORPORATE BODIES INVOLVED IN THE DRAFTING, APPROVAL, IMPLEMENTATION AND ANY REVIEW OF THE REMUNERATION POLICY 6 |
|
| 3. | REMUNERATION COMMITTEE 8 | |
| 3.1 | Composition and functioning of the Remuneration Committee (pursuant to article 123-bis, second paragraph, item (d) of the Consolidated Finance Act) 8 |
|
| 3.2 | Duties of the Remuneration Committee 8 | |
| 4. | REMUNERATION POLICY 9 | |
| 4.1 | Policies and objectives 9 | |
| 4.2 | The components of the remuneration 11 | |
| A | Remuneration policy for the office as Director 12 | |
| B | Remuneration policy for Non-executive Directors 12 | |
| C | Remuneration policy in relation to membership in Committees 12 | |
| D | Remuneration policy for Independent Directors 12 | |
| E | Compensation policy for the Executive Directors 12 | |
| F | Remuneration policy for executives with strategic responsibilities 14 | |
| G | Stock-based incentive plans for Executive Directors and executives with strategic responsibilities 16 |
|
| H | Benefits in kind 21 | |
| I | Lock-up agreements regarding financial instruments 21 | |
| J | Policy relating to the remuneration provided for in the event of termination of office or employment relationship and non-competition agreements (including indemnities for directors in the event of resignation, dismissal or termination of employment following a tender offer, pursuant to article 123-bis, first paragraph, letter i) of the Consolidated Finance Act 21 |
|
| K | Remuneration policies of other companies potentially used as reference and criteria used for the choice of such companies. Independent experts who have contributed to the definition of the remuneration policy 23 |
|
| L | Remuneration of the Board of Statutory Auditors 23 | |
| MExceptional circumstances 23 | ||
| SECTION II 25 | ||
| FIRST PART 25 | ||
| 5. | COMPENSATION TO THE BOARD OF DIRECTORS 25 |
| 6. | COMPENSATION TO THE BOARD OF STATUTORY AUDITORS 28 | ||||
|---|---|---|---|---|---|
| 7. | COMPENSATION RESPONSIBILITIES 29 |
TO | EXECUTIVES | WITH | STRATEGIC |
| SECOND PART 30 | |||||
| TABLE 1 (Form 7-bis): Compensation paid to members of the Board of Directors and Board of Auditors, the General Manager and other executives with strategic responsibilities 31 |
|||||
| TABLE 3A (Form 7-bis): Incentive plans based on financial instruments other than stock options for members of the management body, of general managers and other executives with strategic responsibilities 38 |
|||||
| TABLE 3B (Form 7-bis): Cash-based incentive schemes for members of the Board of Directors, general managers and other executives with strategic responsibilities 39 |
|||||
| TABLE 1 (Form 7-ter): Shares owned by members of the Board of Directors and the |
Board of Statutory Auditors ..................................................................................... 41
Adjusted EBITDA: the adjusted group EBITDA that will be proposed from the Remuneration Committee and defined by the Board of Directors for the purpose of the remuneration policy.
Audit and Risk Committee: means the audit and risk committee created by and within the Board of Directors.
Board or Board of Directors: the Company's Board of Directors.
Board of Statutory Auditors: the Company's Board of Statutory Auditors.
Borsa Italiana: Borsa Italiana S.p.A.
By-laws: means the currently applicable by-laws of Landi Renzo S.p.A.
Civil Code: the Italian Civil Code.
Consolidated Finance Act: Legislative Decree No. 58 of 24 February 1998, as amended.
Equity Value: the market value of the Net Equity, calculated as (Adjusted EBITDA x Multiple) + net financial position, the latter being the difference between the financial debts, regardless of the maturity date, short-term financial assets and available liquid cash.
Financial Year 2019: the financial period ending on 31 December 2019.
Financial Year 2020: the financial period ending on 31 December 2020.
Group: means the Landi Renzo Group.
Instructions to the Market Rules: the instructions accompanying the market rules applicable to the markets organised and operated by Borsa Italiana.
Issuer or Landi Renzo or the Company: Landi Renzo S.p.A.
Issuers' Regulations: the Regulations issued by Consob under its Resolution No. 11971 of 1999 (as amended) concerning the regulations on issuers.
Market Rules: the market rules applicable to the markets organised and managed by Borsa Italiana S.p.A..
Performance Shares Plan 2019-2021: indicates the long-term incentive scheme known as the "Performance Shares Plan 2019-2021", approved by the Shareholders' Meeting on 29 April 2019 pursuant to article 114-bis of the Consolidated Finance Act.
Plan Rules: means the terms and conditions setting out the implementing regulations and rules for the Performance Shares Plan 2019-2021 approved by the Board of Directors on 29 April 2019.
Remuneration Committee: means the remuneration committee created by and within the Board of Directors.
Report: this report on the remuneration policy and the compensation paid, prepared pursuant to article 123-bis of the Consolidated Finance Act, and article 84-quater of Issuers' Regulations. Self-Regulatory Code: the self-regulatory code for listed companies approved by the Corporate Governance Committee in March 2006 (and subsequent amendments) and promoted by Borsa Italiana S.p.A., Abi, Ania, Assogestioni, Assonime and Confindustria, publicly available on the Corporate Governance Committee website at http://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.htm.
Shareholders' Meeting: the meeting of the shareholders of the Issuer.
Total Shareholder Return: the indicator that represents the overall return for a shareholder given by the increase in the price of the security during a reference period and by the dividends paid during the same period.
The Company establishes and applies a general remuneration policy with a view to attracting, motivating and retaining staff with the professional qualities required for the successful pursuit of the objectives of the Landi Renzo Group.
The policy is the product of a well-defined and transparent process in which a central role is played by the Shareholders' Meeting, the Board of Directors, the Board of Statutory Auditors, and the Remuneration Committee.
In respect of remuneration, the Shareholders' Meeting:
In respect of remuneration, the Board of Directors:
determines, and reviews where suitable, upon proposal of the Remuneration Committee, the policy regarding the remuneration of directors and executives with strategic responsibilities;
determines the remuneration of those Directors holding particular duties, having consulted with the Board of Statutory Auditors and upon proposal of the Remuneration Committee;
In relation to matters of remuneration, the Board of Statutory Auditors has an advisory role, under which it provides those opinions required by relevant legislation, in particular opinions on proposals for the remuneration of Executive Directors, and more generally of Directors with special responsibilities in accordance with article 2389, third paragraph of the Civil Code; as part of that process, the Board of Statutory Auditors assesses the proposals the Remuneration Committee submits to the Board of Directors for consistency with particular duties with the general remuneration policy.
Proposals for the remuneration policy for the Directors with special responsibilities, both in relation to fixed compensation and variable compensation, are submitted each year by the Remuneration Committee for approval by the Board of Directors, after having received the favourable opinion of the Board of Statutory Auditors. Further information regarding the duties and the role of the Remuneration Committee may be found in paragraph 3 below.
In respect of remuneration, the Executive Directors:
Finally, the Board of Directors, the Board of Statutory Auditors and the Remuneration Committee are responsible for ensuring that the remuneration policy is properly implemented and appropriately applied.
As at the date of this Report, the Remuneration Committee is composed of three Directors, namely Sara Fornasiero, chair of the Committee, and Vincenzo Russi, both Non-Executive Independent Directors of the Company, and Angelo Iori, Non-Executive Director.
Sara Fornasiero, Vincenzo Russi, and Angelo Iori have suitable knowledge and experience on accounting and financial matters. Upon their appointment, the Board of Directors evaluated and deemed adequate the background and experience of the Remuneration Committee's members.
The Remuneration Committee is governed by its own internal rules, which have been updated during the course of 2019, following the appointment of its new members.
The Remuneration Committee is responsible for:
In connection with the performance of its duties, the Remuneration Committee has access to such information and business departments as it may require, and it has not considered it necessary to rely on external advisors, drawing instead upon internal resources, except for a few induction training sessions concerning the legislative and regulatory amendments occurred in the course of Financial Year 2019, in relation to which the Committee was assisted by the legal advisors of the Company. The Remuneration Committee has not made use of the services of any advisor for the purposes of obtaining information on remuneration practices in the market.
In Financial Year 2019, the Remuneration Committee submitted proposals to the Board of Directors on the remuneration of the Chief Executive Officer and General Manager, Mr Cristiano Musi and of the Chairman of the Board of Directors, Mr Stefano Landi, and the establishment of performance objectives in connection with the variable component of such remuneration. It has also verified the application of the proposals previously put forward with regard to the remuneration of the Chief Executive Officer and General Manager and the other Executive Directors for the financial year ended 31 December 2019. During Financial Year 2019, the Remuneration Committee also submitted proposals to the Board of Directors with regard to the Performance Shares Plan 2019-2021.
The remuneration policy implemented by the Company reflects the criteria set out in the Consolidated Finance Act and the Issuers' Regulations. More in detail:
the consistency with the pursuit of the long-term interests of the Issuer is also guaranteed by the Performance Shares Plan 2019-2021, i.e. by a compensation plan based on the free allocation of ordinary shares of the Company in a single instalment at the end of a three-year vesting period, according to the level of achievement of the established performance targets;
(iii) it contributes to the sustainability of the Company, because it provides for a large part of the remuneration to be dependent on the creation of long-term value for the shareholders and for the Company as a whole, thus promoting behaviour intended to increase the Company's overall value and to align the interests of the management to the interests of the shareholders, with a view of generating value over the medium to long term;
riferimento non è stata trovata. Errore. L'origine riferimento non è stata trovata. below;
The Remuneration Committee was guided by the above criteria when it prepared the proposal on how to structure the compensation for the Company's Directors and executives for the financial years 2019–2021. At the meeting on 13 March 2020, the Board of Directors confirmed the remuneration policy applicable to the Company's Directors substantially consistently with the policy approved in Financial Year 2019, subject to the necessary updates and amendments in light of the evolution of the Company's business. For this purpose, the votes cast during the Shareholders' Meeting held on 29 April 2019, during which 99.9% of the Shareholders in attendance (equal to the 81.5% of the overall voting rights) voted favourably in relation to the first section of the Report, have been taken into account.
The remuneration policy adopted by the Company follows different principles and modalities in relation to the fixed component and to the short-medium and long-term variable component for each type of addressee.
Pursuant to article 20 of the By-laws and article 2389 of the Civil Code, the compensation for all the members of the Board of Directors is determined by the Shareholders' Meeting at the time the Directors are appointed.
The Shareholders' Meeting on 29 April 2019 determined the annual, gross compensation payable to the Board currently in office as overall Euro 202,500, to be divided among all the members of the Board of Directors and to be on a pro rata temporis basis, and resolved that each Director would receive an attendance fee of Euro 500 for each meeting of the Board he or she attends, which is inclusive of any expense or cost that the Director may incur to attend the meeting.
On the same date, the meeting of the Board of Directors approved the break-down of the compensation among the members of the Board approved by the Shareholders' Meeting, thus attributing annual gross compensation of Euro 100,000 to the Chair of the Board of Directors, Stefano Landi; annual gross compensation of Euro 15,000 to the Honorary Chair of the Board, Giovannina Domenichini; and annual gross compensation of Euro 12,500 to each of the other Directors.
The compensation of the Non-executive Directors is not linked to the achievement, by the Company, of any economic result; on the other hand, it is linked to the skills, professionalism and commitment requested of each of these Directors to perform his or her office.
The Non-executive Directors are not addressees of any remuneration plans based on shares or other financial instruments-based.
Non- Executive Directors who are members of Committees within the Board of Directors will receive further compensation for such role, in addition to the compensation for the office of Director.
With a resolution of the Board on 29 April 2019, the Company has determined to pay compensation of Euro 7,500 to Directors who are also members of an internal Committee within the Board of Directors, namely the Audit and Risk Committee and the Remuneration Committee.
As of the date of this Report, the Company has not approved any other remuneration policy in relation to Independent Directors.
Pursuant to the combined provisions of article 2389, third paragraph of the Civil Code and article 20 of the By-laws, the compensation for Directors with special responsibilities is determined by the Board of Directors, upon proposal of the
Remuneration Committee and after having heard the opinion of the Statutory Board of Auditors. The compensation is composed of:
The fixed component of this compensation (the criteria for the quantification of which are proposed by the Remuneration Committee) is sufficient to compensate the performance of the beneficiary should the variable component not be paid because of the non-achievement of the performance objectives set by the Board for Executive Directors.
On 29 April 2019, the Board of Directors determined the fixed, annual, gross compensation payable in Financial Year 2019 to Directors with special responsibilities as Euro 387,500, divided as follows: to Stefano Landi, Euro 300,000; and to Cristiano Musi, Euro 87,500, in each case on a pro rata temporis basis. On 28 December 2018, the Board of Directors resolved to correspond to Cristiano Musi – in addition to the his compensation as Chief Executive Officer of the Company – an overall annual remuneration of 260,000, starting from 1 January 2019, as compensation for his office as manager and General Manager of the Company. This remuneration was confirmed by the Board of Directors on 29 April 2019.
The variable component of the compensation is an incentive, providing for compensation that is conditional upon the achievement of short-term and medium- to long-term performance objectives.
The financial performance objectives are measurable on the basis of quantitative economic and financial indicators relating to the Group, including revenues, Adjusted EBITDA, Total Shareholder Return and Equity Value.
In relation to the short-term variable remuneration, on 13 March 2020, the Board of Directors resolved, upon proposal of the Remuneration Committee and with the Board of Statutory Auditors' favourable opinion, in favour of the payment to each of the Executive Directors of a variable component of remuneration that would be subject to the achievement of specific objectives regarding the Group's revenues and the Group's Adjusted EBITDA laid down by the Board of Directors, with a margin of tolerance of 5% with respect to the Group's revenues and of 10% with respect to the Group's Adjusted EBITDA. In particular, the Board of Directors further established the following:
without prejudice to as provided in paragraph M below, a portion of the variable remuneration should be calculated as follows:
for the Chief Executive Officer, the maximum amount of said variable remuneration is equal to (i) 60% of the gross fixed annual remuneration for Financial Year 2020 due to the Chief Executive Officer (inclusive of the fixed compensation he earns as manager and General Manager of the Company, as well as the fixed remuneration he earns as Chief Executive Officer), in the event that the objectives are achieved at target level, or (i) 75% of the gross fixed annual remuneration for the Financial Year 2020 due to the Chief Executive Officer (inclusive of the fixed compensation he earns as manager and General Manager of the Company, as well as the fixed remuneration he earns as Chief Executive Officer) in the event of over performance (which is considered achieved when the Group's revenues and Adjusted EBITDA increase by more than 5% and 10%, respectively);
for the other Executive Directors, the maximum amount of said variable remuneration is equal to 40% of the relevant fixed gross annual remuneration for the financial year 2020, both in the event that the objectives are achieved at target level and in the event of over performance;
in the event that all two objectives (revenues and the Group's Adjusted EBITDA) are achieved at the target level or over performance has occurred, each Executive Director will receive the maximum amount of the variable component as variable remuneration, as indicated in paragraphs 0 and 0 above;
in the event that none of the two objectives (revenues and the Group's Adjusted EBITDA) is achieved, the Executive Directors will receive no amount as variable component; lastly
in the event that only one of the aforesaid objectives is achieved, each Executive Director will receive the corresponding percentage of the gross annual variable remuneration.
With regard to the medium to long-term variable remuneration, see paragraph G below, which includes a description of the Performance Shares Plan 2019-2021.
The compensation for executives with strategic responsibilities who are not also Executive Directors is composed of a fixed component and a variable component, consistently with the responsibilities linked with the exercise of the operating mandates for the management of the Company.
The fixed component is sufficient to compensate the performance of the beneficiary should the variable component not be paid because of the non-achievement of the company performance objectives identified by the Board of Directors or of the individual objectives identified by the Chief Executive Officer for executives with strategic responsibilities. With respect to the remuneration paid to Cristiano Musi as General Manager of the Company, please see paragraph E above.
Also in this case, the variable component is linked to the achievement of short-term and medium- to long-term performance objectives.
The financial performance objectives are measurable on the basis of quantitative economic and financial indicators relating to the Group, including revenues, Adjusted EBITDA, Total Shareholder Return and Equity Value.
In relation to the short-term variable component, the Board of Directors resolved at its meeting of 13 March 2020 that the executives with strategic responsibilities, that could be identified from time to time, would receive a variable component of remuneration subject to the achievement of the specific objectives regarding the Group's revenues, and in the Group's Adjusted EBITDA laid down by the Board of Directors. At the same meeting, in particular, the Board of Directors further established that:
(a) for the Financial Year 2020, the maximum amount of the remuneration attributable to each of the executives with strategic responsibilities would not be higher than 40% of the gross fixed component of their remuneration;
the maximum amount of the variable remuneration would be paid as follows:
in the event that all two business-wide objectives (the Group's revenues and the Group's Adjusted EBITDA) were achieved, and the particular executive with strategic responsibilities also achieved their specific individual objectives, then they will receive the whole of their annual gross variable remuneration, up to 40% of their gross fixed remuneration;
in the event that the two business-wide objectives (the Group's revenues and the Group's Adjusted EBITDA) were not achieved, and neither were the specific individual objectives of the particular executive with strategic responsibilities, nothing would be paid to such executive;
in the event that all two business-wide objectives (the Group's revenues and the Group's Adjusted EBITDA) are all achieved but the particular executive with strategic responsibilities has not also achieved their specific individual objectives as described above, then they receive 40% of the total amount of the variable component of remuneration;
in the event that the particular executives with strategic responsibilities have achieved their specific individual objectives as described above, but the two business-wide objectives (the Group's revenues and the Group's Adjusted EBITDA) are not all achieved, then they receive 60% of the total amount of the variable component of remuneration; lastly
in the event that the particular executives with strategic responsibilities have achieved their specific individual objectives as described above, and one of the two business-wide objectives (the Group's revenues and the Group's Adjusted EBITDA) are achieved, then they receive 60% of the total amount of the variable component of remuneration, and the percentage of the variable remuneration to which they are entitled for the achievement of those business-wide objectives.
With regard to the medium to long-term variable component of remuneration, see paragraph G below, containing a description of the Performance Shares Plan 2019-2021.
In consideration of Landi Renzo's corporate and organizational structure, at the date of this Report, the Company didn't deem it necessary to identify as executives with strategic responsibilities, besides the Chief Executive Officer, Mr Cristiano Musi, and the Chairman of the Board of Directors, Mr Stefano Landi, or any other executives vested with powers or direct or indirect responsibilities in respect of the planning, management and control of the Company.
Below is a detail description of the incentive plan titled "Performance Shares Plan 2019-2021" (the "Performance Shares Plan 2019-2021") approved by the Shareholders' Meeting on 29 April 2019, also pursuant to articles 123-ter, fifth paragraph, of the Consolidated Finance Act and 84-bis, fifth paragraph, of the Issuers' Regulation.
The Performance Shares Plan 2019-2021 shall be considered of "particular relevance" pursuant to article 114-bis, third paragraph, of the Consolidated Finance Act and article 84-bis, second paragraph, of the Issuers' Regulation, as it is addressed, among others, to the Chief Executive Officer of the Company, as well as to other managers identified on the basis of the contribution to the business, degree of autonomy and complexity of the role.
For further information in this respect, please refer to the information document prepared in accordance with article 84-bis and Scheme 7 of Annex 3A of the Issuers' Regulation, as well as the communication provided by article 84-bis, fifth paragraph, of the Issuers' Regulation, available on the Company's website at http://www.landirenzogroup.com/it/, Investors section.
On 29 April 2019, the Shareholders' Meeting approved, pursuant to article 114-bis of the Consolidated Finance Act, the Performance Shares Plan 2019-2021 as a further component of the medium-long remuneration of executive directors and, possibly, of executives with strategic responsibilities. On the same date, the Board of Directors has also approved the regulation containing the implementation rules, as well as the principles and the functioning, of the Performance Shares Plan 2019-2021 (the "Plan Rules").
The Company believes that stock-based compensation plans are an effective instrument to incentivise and to retain loyalty of those persons who serve in key roles so as to
maintain and improve a high-level and to contribute to the growth and success of the Company and the Group.
The Performance Shares Plan 2019-2021 has the following main objectives: (i) to reward the achievement of the targets set out in the business plan; (ii) to prepare a medium- to long- term variable incentive policy in line with market practice, so as to retain key personnel; (iii) to ensure the medium-term sustainability of the Company and of the Group, promoting conduct that aims to increase the Company's overall value; and (iv) to incentive the interest of the management with the interest to the interest of the shareholders over the medium-long period in accordance with the Self-Governance Code.
The Performance Shares Plan 2019-2021 provides – if the performance objectives are achieved and on the terms and conditions set out in the Plan Rules – the assignment for no consideration of an aggregate of up to 3,200,000 ordinary shares of the Issuer, to be assigned to the Chief Executive Officer and General Manager of the Company Cristiano Musi, and other executives identified upon proposal of the Chairman of the Board, by the Board of Directors having heard the opinion of the Remuneration Committee, on the basis of the contribution to the business, degree of autonomy and complexity of the role.
As of today, only the Chief Executive Officer and General Manager Cristiano Musi has been identified as beneficiary of the Performance Shares Plan 2019-2021, according to which he has be assigned for no consideration with no. 912,300 rights to receive Landi Renzo ordinary shares on the terms and conditions provided by the Plan Rules.
The Performance Shares Plan 2019-2021 has been structured over a three-year time horizon (2019-2021) and provides for the shares to be assigned in one single occurrence at the end of the three-year vesting period. Specifically, by no later than the 60th calendar day following the approval by the Board of Directors of the draft financial statements of the Company as at 31 December 2021, the Company will provide to the beneficiaries the number of shares determined in accordance with the Plan Rules, provided that the conditions provided therein are met.
The Performance Shares Plan 2019-2021 will be serviced with own shares to be purchased pursuant to any authorisation under article 2357 of the Civil Code that may be granted from time to time by the Shareholders' Meeting.
The right to receive the shares is granted to each beneficiary personally and can neither be transferred inter vivos nor encumbered and cannot be otherwise disposed of. No other restrictions are envisaged to encumber the shares.
The Performance Shares Plan 2019-2021 does not provide for any specific revocation or return clauses. However, the Company has the right to unilaterally obtain the restitution, in whole or in part, of the shares assigned to the beneficiary (or of the relevant value at the time of the assignment), if it ascertained that the assignment was made in breach of the corporate or legal rules or by virtue of an intentional or grossly negligent behaviour aimed to alter the data used for the obtainment of the performance objectives.
The Board of Directors is competent for the implementation of the Performance Shares Plan 2019-2021 and, as determined by the Shareholders' Meeting held on 29 April 2019, the Board is in charge of the management and implementation of the plan, availing itself of the procedural and advisory support of the Remuneration Committee.
The assignment of Landi Renzo ordinary shares is subject to the achievement of at least one of the performance objectives set out below. The achievement of these performance objectives will be ascertained by the Board of Directors, having heard the opinion of the Remuneration Committee, upon expiry of the versing period on the terms provided by the Plan Rules. In particular, the Board of Directors, having heard the opinion of the Remuneration Committee, will determine, upon expiry of the vesting period, the actual number of shares to be assigned in a lump sum to each beneficiary, based on the achievement of the performance objectives.
The performance objectives set out in the Performance Shares Plan 2019-2021 are calculated on the basis of the following parameters:
The Total Shareholder Return of the Company will be compared to that of the companies that are included, for the entire term of the related performance period, in the STOXX Europe 600 Automobiles & Parts index. The price of the shares used will be the arithmetic average of the stock exchange price in the 90 days preceding the date of execution of the plan (Bloomberg certification).
The objective related to the Total Shareholder Return will be deemed:
the value of Total Shareholder Return is greater than zero (the failure to achieve this indicator will imply the assignment of 50% of the rights that are to be assigned);
the value of Total Shareholder Return is in the median position and lower than the third quartile for the companies in the STOXX Europe 600 Automobiles & Parts index;
In case of achievement of levels that are between the threshold, target and maximum level, the percentage of rights will accrued on the basis of a progression criterion and linear interpolation between the above values.
The actual number of shares to be attributed to each beneficiary if the objective relating to Total Shareholder Return is achieved, on the terms and conditions set out in the Plan Rules, will be determined in both cases as follows:
| Total Shareholder Return Landi Renzo > 0 |
Percentage of accrued rights (over 50% of the total) |
|---|---|
| Lower than the first quartile | 0% |
| In the first quartile (threshold) | 50% |
| Between the first quartile and the median value |
Linear interpolation |
| Equal to the median | 100% |
| Between the median value and the third quartile |
Linear interpolation |
| In the third quartile (cap) | 130% |
| Higher than the third quartile | 130% |
| Total Shareholder Return Landi Renzo < 0 |
Percentage of accrued rights (over 50% of the total) |
|---|---|
| Lower than the first quartile | 0% |
| In the first quartile (threshold) | 25% |
| Between the first quartile and the median value |
Linear interpolation |
| Equal to the median | 50% |
| Between the median value and the third quartile |
Linear interpolation |
| In the third quartile (cap) | 65% |
| Higher than the third quartile | 65% |
With regards to the objective relating to Equity Value, for the purposes of the accrual of rights, the target Equity Value for the vesting period is identified as Euro 210,410,000.
The actual number of shares to be attributed to each beneficiary if the objective relating to Equity Value is achieved, on the terms and conditions set out in the Plan Rules, will be determined as follows:
| Equity Value of Landi Renzo | Percentage of accrued rights (over 50% of the total) |
|---|---|
| Lower than 90% of the Target value | 0% |
| Equal to 90% of the Target value (threshold) |
50% |
| Between 90% and the Target value | Linear interpolation |
| Equal to the Target value | 100% |
| Between the Target value and 120% of the Target value |
Linear interpolation |
| Equal to 120% of the Target value (cap) | 130% |
| Higher than 120% of the Target value | 130% |
The Performance Shares Plan 2019-2021 provides as a condition for the participation to the plan the existence, as at the date of assignment of the shares, of an employment and/or directorship relationship between the beneficiary and the Company or the relevant subsidiary.
For this purpose, we distinguish between:
In case of termination in a Bad Leaver scenario during the vesting period or in any case before the shares are delivered, the beneficiary will fully and irrevocably lose the right to receive shares.
On the other hand, in case of termination in a Good Leaver scenario during the vesting period or in any case before the shares are delivered, the beneficiary or his/her successors (without prejudice to the obligations, modality and terms set out in the Performance Shares Plan 2019-2021) will keep the right to receive a pro-rata amount of the shares assigned before the termination date.
Under the Company's compensation policy, some members of the Board of Directors and the executives with strategic responsibilities receive benefits in kind, such as a company car and mandatory insurance and social security coverage. The terms of such arrangements are agreed with the personnel department. The Company's remuneration policy does not provide for any insurance or pension provision in addition to those mandatory by law.
As at the date of this Report, the Company has not entered into any agreements with provisions that restrict the sale or disposal of financial instruments following their acquisition.
J Policy relating to the remuneration provided for in the event of termination of office or employment relationship and non-competition agreements (including indemnities for directors in the event of resignation, dismissal or termination of
Currently there are pre-determined end-of-service treatments in place for the Chief Executive Officer and General Manager of the Company Cristiano Musi, in the event of termination of his office as Chief Executive Officer and/or his managerial employment relationship with the Company (i) at the initiative of the Company without just cause, or (ii) in the event of resignation of the Chief Executive Officer for just cause, and (iii) in the event of the resignation of the Chief Executive Officer for cause, if after written notice of the Chief Executive Officer this is not remedied in the following 60 days and provided that the resignation are given in the 70 days following such notice, as well as, (iii) in the event of resignation of the Chief Executive Office within 180 days from the completion of an extraordinary operation that results in a change of control of the Company affecting the position of the Chief Executive Officer resulting in a situation of actual professional detriment.
Specifically, if, between 31 December 2018 and the approval of the financial statements as at 31 December 2021 by the Shareholders' Meeting, one of the above hypotheses of early termination occurs, the Chief Executive Officer will be entitled to a total lump sum of 24 months of the fixed remuneration (including (i) the fixed remuneration received as a manager and General Manager, annually equal to Euro 260,000, and (ii) the fixed emolument received as Chief Executive Officer annually equal to Euro 100,000) and the short-term variable remuneration (calculated at the target value).
In addition, in case of revocation and/or non-renewal of the office by the Shareholders' Meeting that approves the financial statements as at 31 December 2021, the Chief Executive Officer will be entitled to a total lump sum of 12 (twelve) months of fixed remuneration (including (i) the fixed remuneration received as a manager and General Manager, annually equal to Euro 260,000, and (ii) the fixed emolument received as Chief Executive Officer annually equal to Euro 100,000) and the short-term variable remuneration (calculated at the target value).
Against the non-competition commitments undertaken by the Chief Executive Officer in the event of termination of the relationship with the Company and for a period of 12 months from the date of termination, the Company has undertaken to pay the Chief Executive Officer a gross amount equal to 12 months of the fixed remuneration (including (i) the fixed remuneration received as manager and General Manager equal to Euro 260,000 on an annual basis, and (ii) the fixed compensation received as Chief Executive Officer, equal to Euro 100,000 on an annual basis) and the short-term variable compensation (calculated at target value) at the date of termination, payable in 12 deferred monthly instalments starting from the date of termination.
In the event of termination of the relationship with the Company, regardless of the relevant reasons and timing, the Chief Executive Officer has undertaken to remain available in the best interests of the Company, for a reasonable period of time to be agreed between the Chief Executive Officer and the Company and in any case for maximum 6 months, for the purposes of the activities he may be required to perform in connection with the handover to his successor.
With regard to the effects deriving from the termination of the directorship and/or employment relationship of the beneficiaries of the Performance Shares Plan 2019- 2021, please refer to section G (c) above.
As at the date of this Report, there are no other agreements in place between the Company and the members of its Board of Directors that provide for pre-determined treatments in case of termination of office or resignation, nor non-compete agreements.
In defining the general remuneration policy, the Company has not used as reference the remuneration policies of other companies.
For the definition of the long-term policy (and, in particular, in relation to the Performance Shares Plan 2019-2021), the Company has been assisted by independent experts in the field.
Pursuant to article 2402 of the Civil Code the annual compensation of all members of the Board of Statutory Auditors is determined by the Shareholders' Meeting, for the entire duration of the term of the appointment, at the time when the members of the Board of Statutory Auditors.
For the 2019-2021 period, the Shareholders' Meeting on 29 April 2019 determine annual, gross compensation, pro rata temporis, as follows: Euro 35,000 for the Chair of the Board of Statutory Auditors, Euro 25,000 for the standing members of the Board of Statutory Auditors, for the financial years ending on 31 December 2019, 2020 and 2021, plus reimbursement of documented expenses incurred during exercise of their office, in accordance with the By-laws. The compensation was determined taking into account criteria such as the professional skills and experience of each member and of the commitment, in terms of time, required to perform the duties of the office.
The Board of Directors believes that, in case of exceptional circumstances, it is possible to depart from the remuneration policy described in this section, on the terms described below.
Exceptional circumstances are situations in which the departure from the remuneration policy is necessary to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to stay in the market, including, but not limited to, situations related to or due to the COVID-19 epidemic.
These exceptions, while not requiring a resolution of the Shareholders' Meeting, must be approved by the Board of Directors, upon the favourable opinion of the Remuneration Committee and of the Board of Statutory Auditors.
In any case, without prejudice to the provisions of paragraphs E and F above and the margins of tolerance indicated therein, the Company may only derogate from the following items of the short-term variable compensation policy:
the portion of the variable remuneration to be paid upon achievement of, respectively, the Group's revenues objective (equal to 20%) and the Adjusted EBITDA objective (equal to 80%).
The Board of Directors on 29 April 2019 resolved to award to Mr Stefano Landi a gross fixed annual compensation of Euro 100,000 for his role as Chairman of the Board of Directors, as well as - pursuant to the combined provisions of articles 2389, third paragraph of the Civil Code and article 20 of the By-laws - gross fixed compensation of Euro 300,000 for Financial Year 2019, on a pro rata temporis basis, for his role as Director with special responsibilities.
During Financial Year 2019, the Chairman of the Board of Directors, Mr Stefano Landi, received compensation of Euro 400,000, non-monetary benefits for Euro 3,826 and Euro 2,500 as attendance fees for his attendance at the meetings of the Board of Directors.
In consideration of the achievement of the performance objectives set for the Financial Year 2019, the Chairman of the Board of Directors, Mr Stefano Landi, has been awarded for Financial Year 2019 a variable short-term compensation of Euro 120,000 (i.e. the amount equal to 40% of the annual fixed remuneration for Financial Year 2019). In particular, for the allocation of the variable compensation in his capacity as Chairman of the Board of Directors and Executive Director, the following performance objectives were achieved: (i) revenues of Euro 191.8 million (compared to a target level of Euro 185 million with a tolerance margin of 5%) and (ii) Adjusted EBITDA of Euro 26.3 million (compared to a target level of Euro 27 million with a tolerance margin of 5%).
The amount of the variable compensation received by the Chairman of the Board of Directors, Mr. Stefano Landi, for Financial Year 2019, amounting to Euro 120,000, constitutes 23% of the total remuneration paid to him during Financial Year 2019 (considering fixed remuneration of Euro 400,000, plus non-financial benefits and attendance fees).
The Board of Directors on 29 April 2019 resolved to award to Cristiano Musi a gross fixed annual compensation of Euro 12,500 for his office as director, as well as gross fixed compensation for the Financial Year 2019 of Euro 87,500 on a pro rata temporis basis, as Director with special responsibilities.
During Financial Year 2019, the Chief Executive Officer, Mr Cristiano Musi, received compensation of Euro 100,000, non-monetary benefits for Euro 3,787, and Euro 2,500 as attendance fees for his attendance at the meetings of the Board of Directors.
In consideration of the achievement of the performance objectives set for the Financial Year 2019, Chief Executive Officer Cristiano Musi has been awarded a variable remuneration for Financial Year 2019 equal to Euro 216,000 (equal to 60% of the annual fixed remuneration for Financial Year 2019). In particular, for the allocation of
the variable compensation in his capacity as Chief Executive Officer, the following performance objectives were reached: (i) revenues of Euro 191.8 million (compared to a target level of Euro 185 million with a margin tolerance of 5%) and (ii) Adjusted EBITDA of Euro 26.3 million (compared to a target level of Euro 27 million with a tolerance margin of 5%).
During Financial Year 2019, Mr Cristiano Musi received also a compensation of Euro 260,000 for his role as executive of the Company.
The amount of variable compensation received by the Chief Executive Officer, Cristiano Musi, for Financial Year 2019, amounting to Euro 216,000, constitutes 37% of the total remuneration paid to him during Financial Year 2019 (given a fixed remuneration of Euro 100,000 for his role as Director and a fixed remuneration of Euro 260,000 for his role as manager and General Manager, plus non-financial benefits and attendance fees).
The Board of Directors' meeting of 29 April 2019 resolved to award to Non-Executive Director and Honorary Chair of the Board of Directors, Ms Giovanna Domenichini, gross fixed annual compensation of Euro 15,000.
During Financial Year 2019, Non-Executive Director Giovanna Domenichini received compensation of Euro 15,000, as well as Euro 1,000 as attendance fees for her attendance at the meetings of the Board of Directors.
The meeting of the Board of Directors of 29 April 2019 resolved to award to Non-Executive Director, Ms Silvia Landi, gross fixed annual compensation of Euro 12,500.
During Financial Year 2019, Non-Executive Director Silvia Landi received compensation of Euro 12,500 and Euro 2,000 as attendance fees for her attendance at the meetings of the Board of Directors.
The Board of Directors on 29 April 2019 resolved to award to Independent and Non-Executive Director, Vincenzo Russi, gross fixed annual compensation of Euro 12,500.
Starting from his appointment on 29 April 2019, during Financial Year 2019, Independent Director Vincenzo Russi received a compensation of Euro 8,459, Euro 2,000 as attendance fees for his attendance at the meetings of the Board of Directors, and Euro 5,075 as compensation for his role as member of the Audit and Risk Committee and the Remuneration Committee.
The Board of Directors' meeting of 29 April 2019 resolved to award to Independent Director, Ms Sara Fornasiero, gross fixed annual compensation of Euro 12,500.
During Financial Year 2019, Independent Director Ms Sara Fornasiero received compensation of Euro 12,500, Euro 2,500 as attendance fees for her attendance at the meetings of the Board of Directors, as well as Euro 15,000 as compensation for her role as member of the Audit and Risk Committee and the Remuneration Committee and Euro 5,000 for her role as member of the Supervisory Body of the Company.
Furthermore, Ms Sara Fornasiero received compensation of Euro 5,000 as attendance fees for her attendance at the meetings of the Supervisory Body (Organismo di Vigilanza) of the controlled company Safe S.p.A.
The Board of Directors' meeting of 29 April 2019 resolved to award to the Non-Executive Director, Paolo Emanuele Maria Ferrero, gross fixed annual remuneration equal to Euro 12,500.
Starting from his appointment on 29 April 2019, during Financial Year 2019, the nonexecutive director, Mr. Paolo Emanuele Maria Ferrero, received compensation of Euro 8,459, non-financial benefits equal to Euro 3,564, as well as Euro 2,000 as attendance fees for participation in the meetings of the Board of Directors.
During Financial Year 2019, Paolo Emanuele Maria Ferrero has also received a gross remuneration of Euro 332,117 for his position as manager of the Company.
The meeting of the Board of Directors of 29 April 2019 resolved to award to Non-Executive DirectorMr Angelo Iori gross fixed annual compensation of Euro 12,500.
During Financial Year 2019, Non-executive Director Angelo Iori received compensation of Euro 12,500, Euro 3,000 as attendance fees for his attendance at the meetings of the Board of Directors, and Euro 15,000 as compensation as member of the Audit and Risk Committee and the Remuneration Committee.
The meeting of the Board of Directors of 29 April 2019 resolved to award to the Independent Director, Mr Anton Karl, a gross fixed annual compensation of Euro 12,500.
During Financial Year 2019, Non-Executive Director Mr Anton Karl received compensation of Euro 12,500 and Euro 2,500 as attendance fees for his attendance at the meetings of the Board of Directors.
The Board of Directors' meeting of 29 April 2016 had resolved to award to Independent Director, Ivano Accorsi, gross fixed annual compensation of Euro 12,500.
Non-executive Director Mr Ivano Accorsi vacated office at the natural expiry of the term of his appointment on 29 April 2019, and for the time he was in office during
Financial Year 2019 Mr Ivano Accorsi received compensation of Euro 4,041, and Euro 5,000 as attendance fees for his attendance at the meetings of the Board of Directors.
The ordinary Shareholders' Meeting of 29 April 2019 resolved to award to the Chair of the Board of Statutory Auditors Fabio Zucchetti gross annual compensation of Euro 35,000 and to provide reimbursement of the documented expenses incurred in the performance of his duties.
Starting from his appointment on 29 April 2019, during Financial Year 2019, Mr Fabio Zucchetti received compensation of Euro 23,685.
The ordinary Shareholders' Meeting of 29 April 2019 resolved to award to standing Statutory Auditor Ms Diana Rizzo gross annual compensation of Euro 25,000 and to provide reimbursement of the documented expenses incurred in the performance of her duties.
During Financial Year 2019, Ms Diana Rizzo received compensation of Euro 25,000.
The ordinary Shareholders' Meeting of 29 April 2017 resolved to award to standing Statutory Auditor Mr Domenico Sardano gross annual compensation of Euro 25,000 and to provide reimbursement of the documented expenses incurred in the performance of his duties.
During Financial Year 2019, Mr Domenico Sardano received compensation of Euro 25,000, as well as Euro 5,000 as attendance fees for his attendance at the meeting of the Supervisory Body (Organismo di Vigilanza) of the Company.
Furthermore, Mr Domenico Sardano for his role as standing statutory auditor of the controlled companies Lovato Gas S.p.A, Safe S.p.A., and Safe&Cec S.r.l. has received compensations of, respectively, Euro 5,000, Euro 15,000 and Euro 15,000.
The meeting of the Board of Directors held on 29 April 2016 resolved to assign to the Chair of the Board of Statutory Auditors, Ms Eleonora Briolini, an annual gross compensation equal to Euro 35,000, and to provide reimbursement for the documented expenses incurred in the performance of her duties.
The Chair of the Board of Statutory Auditors, Ms Eleonora Briolini, vacated office at the natural end of the mandate on 29 April 2019 and received for her time in office during Financial Year 2019 compensation amounting to Euro 11,472.
In consideration of Landi Renzo's corporate and organisational structure, the Company did not deem it necessary to identify any other executives with strategic responsibilities, in addition to Chief Executive Officer and General Manager Cristiano Musi, and Chairman of the Board of Directors, Mr Stefano Landi, as no other executives are vested with powers or direct or indirect responsibilities in respect of the planning, management and control of the Issuer.
The following tables set forth details of compensation paid in Financial Year 2019, on any basis and in any form, by the Company or subsidiaries and affiliates of the Issuer.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for which office is held |
Expiry of term of office |
Fixed compensati on |
Compensatio n for participation in committees |
Variable non-equity compensation |
Non Other Fair value of Total Ratio of fixed monetary compensatio equity compensation to benefits n compensation variable compensation |
Compensation at end of office or upon termination of employment |
||||||
| Board of Directors | ||||||||||||||
| Giovanna Domenichin i |
Honorary Chair |
01/01/2019 - 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
|||||||
| the financial statements | Compensation from the company preparing | 15,000 (emoluments ) 1,000 (attendance fees) |
16,000 | 100% | 0% | |||||||||
| affiliates | Compensation from subsidiaries and | |||||||||||||
| Total | 16,000 | 16,000 | 100% | 0% | ||||||||||
| Stefano Landi |
Chairman of the Board of Directors |
01/01/2019 - 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
|||||||
| Compensation from the company preparing the financial statements |
400,000 (emoluments ) 2,500 (attendance fees) |
120,000 | 3,826 | 526,326 | 77% | 23% | ||||||||
| affiliates | Compensation from subsidiaries and | |||||||||||||
| Total | 402,500 | 120,000 | 3,826 | 526,326 | 77% | 23% |
1 Figures shown in the tables are in Euro.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for which office is held |
Expiry of term of office |
Fixed compensati on |
Compensatio n for participation in committees |
Variable non-equity compensation |
Non monetary benefits |
Other compensatio n |
Fair value of equity compensation |
Total | Ratio of fixed variable compensation |
compensation to | Compensation at end of office or upon termination of employment |
|
| Cristiano Musi |
Chief Executive Officer and General Manager |
28/04/2019- 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
|||||||
| the financial statements | Compensation from the company preparing | 100,000 (emoluments ) 26,000 (compensati on as employee) 2,500 (attendance fees) |
216,000 | 3.787 | 582.287 | 63% | 37% | |||||||
| Compensation from subsidiaries and affiliates |
||||||||||||||
| Total | 362,500 | 216,000 | 3.787 | 582.287 | 63% | 37% | ||||||||
| Silvia Landi | Director | 01/01/2019- 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
|||||||
| the financial statements | Compensation from the company preparing | 12,500 (emoluments ) 2,000 (attendance fees) |
14,500 | 100% | 0% | |||||||||
| Compensation from subsidiaries and controlled companies |
||||||||||||||
| Total | 14,500 | 14,500 | 100% | 0% | ||||||||||
| Angelo Iori | Director | 01/01/2019 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for Expiry of Fixed which office is term of compensati n for held office on in |
Compensatio participation committees |
Variable non-equity compensation |
Non monetary benefits |
Other compensatio n |
Fair value of equity compensation |
Total | Ratio of fixed variable compensation |
compensation to | Compensation at end of office or upon termination of employment |
|||
| the financial statements | Compensation from the company preparing | 12,500 (emoluments ) 2,000 (att. fees) |
15,0002 | 29,500 | 100% | 0% | ||||||||
| controlled companies | Compensation from subsidiaries or | |||||||||||||
| Total | 14,500 | 15,000 | 29,500 | 100% | 0% | |||||||||
| Anton Karl | Independent Director |
01/01/2019- 31/12/2019 |
Approval of financial statements 2019 |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
|||||||
| Compensation from the company preparing the financial statements |
12,500 (emoluments ) 2,500 (attendance fees) |
15,000 | 100% | 0% | ||||||||||
| affiliates | Compensation from subsidiaries and | |||||||||||||
| Total | 15,000 | 15,000 | 100% | 0% | ||||||||||
| Sara Fornasiero |
Independent Director |
01/01/2019- 31/12/2019 |
Approval of financial statements |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variabler emunera tion |
|||||||
| 2021 Compensation from the company preparing the financial statements |
12,500 (emoluments ) |
15,0004 | 35,000 | 100% | 0% |
2Director Mr Angelo Iori is a member of (i) the Audit and Risk Committee (for this office he receives annual gross compensation of Euro 7,500) and (ii) the Remuneration Committee (for this office he receives annual gross remuneration of Euro 7,500).
4 Independent Director Ms Sara Fornasiero is a member of (i) the Audit and Risk Committee (for this office he receives annual gross compensation of Euro 7,500) and (ii) the Remuneration Committee (for this office he receives annual gross remuneration of Euro 7,500) and (iii) the Committed for transactions with related parties.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for which office is held |
Expiry of term of office |
Fixed compensati on |
Compensatio n for participation in committees |
Variable non-equity Non Other Fair value of Total Ratio of fixed compensation monetary compensatio equity compensation to benefits n compensation variable compensation |
Compensation at end of office or upon termination of employment |
|||||||
| 2,500 (attendance fees) 5,0003 (supervisory body) |
||||||||||||||
| Compensation from subsidiaries and affiliates |
5,000 | 5,000 | 100% | 0% | ||||||||||
| Total | 25,000 | 15,000 | 40,000 | 100% | 0% | |||||||||
| Vincenzo Russi |
Independent Director |
29/04/2019- 31/12/2019 |
Approval of financial statements |
Bonus and other incentives |
Profit sharin g |
% fixed remune ration |
% variable remuner ation |
|||||||
| 2021 8,459 (emoluments Compensation from the company preparing ) the financial statements 2,000 (attendance |
15,0005 | 25,459 | 100% | 0% | ||||||||||
| affiliates | Compensation from subsidiaries and | fees) | ||||||||||||
| Total | 10,459 | 15,000 | 25,459 | 100% | 0% | |||||||||
| Paolo Emanuele Maria Ferrero |
Director | 29/04/2019 – 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed compen sation |
& variable compens ation |
|||||||
| the financial statements | Compensation from the company preparing | 8,459 (emoluments ) |
3,564 | 346,140 | 100% | 0% |
3 Independent Director Ms Sara Fornasiero is a member of the Supervisory Body and for this office she receives annual gross compensation of Euro 5,000.
5 Independent Director Mr Ivano Accorsi is a member of (i) the Audit and Risk Committee (for this office he receives annual gross compensation of Euro 7,500) and (ii) the Remuneration Committee (for this office he receives annual gross remuneration of Euro 7,500) and (iii) the Committed for transactions with related parties.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for which office is held |
Expiry of term of office |
Fixed compensati on |
Compensatio n for participation in committees |
Variable non-equity compensation |
Non monetary benefits |
Other compensatio n |
Fair value of equity compensation |
Total | Ratio of fixed variable compensation |
compensation to | Compensation at end of office or upon termination of employment |
|
| 332,117 (compensati on as employee) 2,000 (attendance fees) |
||||||||||||||
| affiliates | Compensation from subsidiaries and | |||||||||||||
| Total | 342,576 | 3,564 | 346,140 | 100% | 0% | |||||||||
| Ivano Accorsi |
Independent Director |
01/01/2019 – 29/04/2019 |
Approval of financial statements 2018 |
% fixed compen sation |
% variable compens ation |
|||||||||
| the financial statements | Compensation from the company preparing | 4,041(emolu ments) 500 (attendance fees) |
4,541 | 100% | 0% | |||||||||
| affiliates | Compensation from subsidiaries and | |||||||||||||
| Total | 4,541 | 4,541 | 100% | 0% | ||||||||||
| Board of Statutory Auditors | ||||||||||||||
| Fabio Zucchetti |
Chair of the Board of Statutory Auditors |
29/04/2019 – 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed compen sation |
% variable compens ation |
|||||||
| the financial statements | Compensation from the company preparing | 23,685 | 23,685 | 100% | 0% | |||||||||
| affiliates | Compensation from subsidiaries and |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for which office is held |
Expiry of term of office |
Fixed compensati on |
Compensatio n for participation in committees |
Variable non-equity compensation |
Non monetary benefits |
Other compensatio n |
Fair value of equity compensation |
Total | Ratio of fixed variable compensation |
compensation to | Compensation at end of office or upon termination of employment |
|
| Total | 23,685 | 23,685 | 100% | 0% | ||||||||||
| Diana Rizzo | Standing Statutory Auditor |
01/01/2019 - 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed compen sation |
% variable compens ation |
|||||||
| the financial statements | Compensation from the company preparing | 25,000 | 25,000 | 100% | 0% | |||||||||
| affiliates | Compensation from subsidiaries and | |||||||||||||
| Total | 25,000 | 25,000 | 100% | 0% | ||||||||||
| Domenico Sardano |
Standing statutory auditor |
01/01/2019 - 31/12/2019 |
Approval of financial statements 2021 |
Bonus and other incentives |
Profit sharin g |
% fixed compen sation |
% variable compens ation |
|||||||
| the financial statements | Compensation from the company preparing | 25,000 (emoluments ) 5,0006 (supervisory body) |
30,000 | 100% | 0% | |||||||||
| affiliates | Compensation from subsidiaries and | 35,000 | 35,000 | |||||||||||
| Total | 65,000 | 65,000 | 100% | 0% | ||||||||||
| Eleonora Briolini |
Chairman of the Board of Statutory Auditors |
01/01/2019 - 29/04/2019 |
Approval of financial statements 2018 |
% fixed compen sation |
% variable compens ation |
6 The statutory auditor Domenico Sardano is a member of the Supervisory Board and receives a yearly gross compensation of Euro 5,000.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Period for which office is held |
Expiry of term of office |
Fixed compensati on |
Compensatio n for participation in committees |
Variable non-equity compensation |
Non monetary benefits |
Other compensatio n |
Fair value of equity compensation |
Total | Ratio of fixed variable compensation |
compensation to | Compensation at end of office or upon termination of employment |
| Compensation from the company preparing the financial statements |
11,472 | 11,472 | 100% | 0% | |||||||||
| Compensation from subsidiaries and affiliates |
|||||||||||||
| Total | 11,472 | 11,472 | 100% | 0% |
TABLE 3A (Form 7-bis): Incentive plans based on financial instruments other than stock options for members of the management body, of general managers and other executives with strategic responsibilities
| Financial | instruments assigned in the prior financial years not vested during the financial year (2) (3) Number Vesting period |
Financial instruments assigned during the financial year | Financial instruments vested During the financial year and/or not assigned |
Financial instruments during the financial year that cannot be assigned |
vested | Financial instruments relating to the financial year |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A Full |
B Office held |
(1) Plan and |
(4) Number and |
(5) Fair |
(6) Vesting |
(7) Date |
(8) Market |
(9) Number and |
(10) Number |
(11) Value |
(12) Fair value |
||
| name | date of the relevant resolution |
and type of financial instruments |
type of financial instruments |
value when assigned (€) |
period | assigned | value when assigned |
type of financial instruments |
and type of financial instruments |
of vesting |
|||
| Cristiano Musi |
Chief Executive Director and General Manager |
||||||||||||
| Performance Shares Plan Compensation from the 2019-2021 company preparing the financial statements (resolution 29/04/2019) |
912.300 performance shares |
472.227 | 18/11/2019– 31/12/2021 |
18/11/2019 | 825.632 | ||||||||
| Compensation from subsidiaries and affiliates |
|||||||||||||
| Total | 912.300 | 472.227 | 825.632 |
| A | B | (1) | (2) | (4) | |||||
|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Programme | Bonus for the year | Bonus for previous years | Other bonuses |
||||
| (A) | (B) | (C) | (A) | (B) | (C) | ||||
| Stefano Landi | Chair of the Board of Directors |
Payable/paid | Deferred | Deferral period |
No longer payable |
Payable/paid | Deferred and unpaid |
||
| (I) Compensation from the company preparing the financial |
Programme A (under resolution of 14 March 2019) | 120,000 | |||||||
| statements | Programme B (under resolution of 15 March 2018) | 545,000 | |||||||
| Programme C (under resolution of 27 March 2017) | 120,00 | ||||||||
| Programme D (under resolution of 14 March 2016) | 0 | ||||||||
| Programme E (under resolution of 14 March 2015) | 0 | ||||||||
| Programme F (under resolution of 13 March 2014) | 0 | ||||||||
| Programme G (under resolution of 14 March 2013) | 0 | ||||||||
| Programme H (under resolution of 15 March 2012) | 0 | ||||||||
| Programme I (under resolution of 15 March 2011) | 0 | ||||||||
| (II) Compensation subsidiaries and affiliates |
from |
7 The following tables reflect all cash-based incentive programmes, both short- and medium-to-long-term, and the figures are in Euro.
| A | B | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Full name | Office held | Programme | Bonus for the year | Bonus for previous years | Other bonuses |
||||
| (A) | (B) | (C) | (A) | (B) | (C) | ||||
| (III) Total | 120,000 | 665,000 | |||||||
| Cristiano Musi | Chief Executive Officer and General Manager |
Payable/paid | Deferred | Deferral period |
No longer payable |
Payable/paid | Still deferred | ||
| (I) Compensation from the company preparing the financial statement |
Programme A (under resolution of 14 March 2019) | 216,000 | |||||||
| Programme B (under resolution of 15 March 2018) | 716,000 | ||||||||
| Programme C (under resolution of 27 March 2017) | 120,000 | ||||||||
| (II) Compensation from subsidiaries and associates |
|||||||||
| (III) Total | 216,000 | 836,000 |
TABLE 1 (Form 7-ter): Shares owned by members of the Board of Directors and the Board of Statutory Auditors
| FULL NAME | OFFICE HELD |
COMPANY IN WHICH SHARES ARE HELD |
NUMBER OF SHARES HELD AT END OF PREVIOUS FINANCIAL PERIOD |
NUMBER OF SHARES PURCHASED |
NUMBER OF SHARES SOLD |
NUMBER OF SHARES HELD AT END OF CURRENT FINANCIAL PERIOD |
|---|---|---|---|---|---|---|
| Angelo Iori | Director | Landi Renzo S.p.A. | 1,000 | 1,000 | ||
| Anton Karl | Director | Landi Renzo S.p.A. | 890.393 | 351,468 | 538.9258 | |
| Cristiano Musi | Chief Executive Officer and General Manager |
Landi Renzo S.p.A. | 20,000 | 20,000 |
8 Based on the internal dealing communications, after the end of Financial Year 2019, Mr Anton Karl has sold no. 40,000 shares and, therefore, as at the date of this Report, he holds no. 498,925 shares.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.