Remuneration Information • Mar 29, 2019
Remuneration Information
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2018 Remuneration Report
in accordance with Article 123-ter of Legislative Decree 58/1998
March 2019
Issuer: Aquafil S.p.A. Website: www.aquafil.com Date of approval of Report: March 14, 2019
| Introduction | 5 | |
|---|---|---|
| Section I | 5 | |
| 1.1. | Bodies and interested parties and any involvement of independent experts | 5 |
| 1.2. | 2019 Remuneration policy for the board of directors and objectives | 5 |
| 1.3. | 2019 Remuneration policy for senior executives | 7 |
| 1.4. | Board of statutory auditors remuneration policy | 7 |
| Section II | ||
| 1.1. | Items comprising remuneration | 7 |
| 1.1.1. Board of directors and senior executives | 7 | |
| 1.1.2. Board of statutory auditors | 7 | |
| 1.2. | Remuneration paid | 8 |
| 1.3. | Stock option plans | 9 |
| 1.4. | Ordinary shares of the company held by members of the board |
of directors and statutory auditors, general managers and senior executives 9
This report was prepared in accordance with (i) Article 1-quater of Consob Issuers' Regulation No. 11971 of May 14, 1999 (the "Issuers' Regulation"), by which Consob has implemented the revisions to Article 123-ter of Legislative Decree No. 58 of February 24, 1998 (CFA) and (ii) Article 6 of the Self-Governance Code of listed companies promoted by Borsa Italiana S.p.A. for the remuneration of Directors and Senior Executives of listed companies, published in December 2011 (Report).
The Board of Directors of Aquafil S.p.A. ("Aquafil", "Company" o "Issuer") decided to prepare this Report (prepared according to the structure of Annex 3A, schedule 7-bis and schedule 7-ter of the Issuers' Regulation) in order to define:
a) in Section I, the types of remuneration and relative criteria adopted by the Board of Directors of the Issuer in financial year 2018 for (i) the members of the Board of Directors, including Senior Directors, (ii) Senior Executives, as well as (iii) members of the Board of Statutory Auditors; and b) in Section II, the composition and quantification of fees matured in financial year 2018 (i) by members of the Board of Directors, including Senior Directors, (ii) by Senior Executives, as well as (iii) by members of the Board of Statutory Auditors.
In addition, Section II contains information related to shares held by the Issuer and by the subsidiaries, by the Board of Directors and Board of Statutory Auditors, by Senior Executives, as well as by spouses who are not legally separated and by minor children, in line with what is established in Art. 84-quater, paragraph 4, of the Issuers' Regulation.
The Shareholders of Aquafil, to be called for the approval of the statutory financial statements at December 31, 2018, shall be called to express an opinion, as per Article 123-ter of the CFA, on the first section of the Report. The results of the vote will be made available to the public in accordance with Article 125 quater, paragraph 2 of the CFA.
The Issuer has adopted a traditional management and control model.
The Board of Directors has set up the Appointments and Remuneration Committee based on the recommendations of the Self-Governance Code. The documentation concerning the Appointments and Remuneration Committee is made available on the Issuers' website.
Given the simplicity of Aquafil's Remuneration Policy - which was in fact prepared with the support of company functions and outside consultants independent experts were not involved in the assessment of the remuneration policy, utilising instead the remuneration policies of other comparable companies.
The Issuer's Board of Directors approved:
(h) to the director Margherita Zambon, Euro 50,000, of which:
• in accordance to the faculty assigned by the Shareholders' Meeting, to remunerate senior directors - as a fixed component of remuneration - as follows:
With regards to this remuneration, on December 7, 2017, the Appointments and Remuneration Committee of the Issuer expressed a favourable opinion on the breakdown, taking account that such was based also on other remuneration (as an employee and emoluments paid by other Group companies) recognised to each of the executive members of the Board of Directors.
The Issuer therefore adopted a long-term monetary incentive plan for executive directors and senior executives of the Aquafil Group (called the "2018-2020 Cash Long Term Incentive") ("Plan"), together with the text of the relative regulation ("Regulation"), in benefit of: (i) Giulio Bonazzi (Chairman and CEO), (ii) Adriano Vivaldi (Executive Director and CFO), (iii) Fabrizio Calenti, (Executive Director and Chairman of NTF and ECONYL® operations), (iv) Franco Rossi (Executive Director and Chairman of BCF USA operations), (v) Stefano Loro (Senior Executive and Chairman of EMEA BCF operations), (vi) Giuseppe Crippa (Senior Executive and Vice Chairman of BFC industrial operations), (vii) Sergio Calliari (Senior Executive and Vice Chairman Finance), (viii) Karim Tonelli (Senior Executive, Investor Relator and Performance Management Director), (ix) Denis Jahic (NTF and ECONYL® Industrial Activities Manager), (x) Sasa Muminovic (Aquafil Slo HR Manager), and (xi) Gregor Kranjc (Aquafil Slo Administration Director). On the basis of that above, and considering that the Plan was effectively approved by the Shareholders' Meeting:
This category includes Directors who do not hold specific management powers and do not hold managerial positions in the company or the Aquafil Group of companies. The non-executive directors are recognised a remuneration established by the Shareholders' Meeting in accordance with Article 2389 of the Civil Code.
Remuneration for Independent Directors is equivalent to that of other directors: there is, therefore, no specific remuneration policy for Independent Directors.
Fixed component
The fixed component of the remuneration acknowledges the breadth and strategic nature of the role, the distinctive subjective characteristics and strategic expertise. The amount is sufficient to remunerate the service of the Executive Directors also in the case of the non-achievement of the performance objectives upon which the variable remuneration component is based, and therefore - among other issues - discourages the undertaking of conduct not consistent with the risk propension of the company.
The fixed annual remuneration is approximately equivalent to a range between 48% and 100% of the total remuneration and is paid monthly. Medium/long-term variable component
The variable component of Executive Director remuneration concerns the medium/long-term period (the Plan covers the 2018-2020 period) and incentivises the individual Executive Directors to work towards achieving the annual and long-term objectives of the company, to maximise the company's value, in line with the interests of the shareholders.
This component of Executive Directors' remuneration is based on the reaching of pre-defined annual performance objectives established by the budget approved by the Board of Directors.
The annual variable remuneration indicatively ranges from between 7% (floor) and 110% (cap) of the fixed remuneration and is quantified with the approval of the relative consolidated financial statements, on the basis of the reported consolidated EBITDA. The above-stated variable remuneration increases or decreases on the basis of the reaching, or failure to reach, the EBITDA target set out in the budget.
In particular, on achieving the EBITDA targeted in the annual budget approved by the Board of Directors ("Target bonus"), the annual variable remuneration is fixed at 60% of the fixed remuneration (for the Chairperson and Chief Executive Officer and Top Management) or 40% of the fixed remuneration (for the other Senior Executives).
This variable component may be reduced (up to 100% and therefore cancelled) in the case of a 10% negative differential against the effective EBITDA threshold indicated in the Plan; on the other hand, it may be increased (up to 110% of the fixed remuneration) in the case of exceeding the effective EBITDA threshold indicated in the Plan by over 15%. Where ranging between the two extremes, the variable remuneration will be directly proportional to the result achieved.
The level of achievement of the EBITDA objective will be based on a like-for-like operational scope, i.e. neutralising the effects of any acquisitions and/or divestments of businesses and/or business units and/or other similar transactions, where materially significant or constituting in excess of 5% of consolidated turnover.
Once the amount of the variable component is established, this variable component will be paid: (i) for 40% in the year subsequent to that for which it was established; and (ii) for the remaining part, on the completion of an additional 24 months. The amount of the deferred incentive is indexed against the Aquafil share price, as per the applicable Regulation.
For members of the Board of Directors in office, there is no additional compensation for the termination of office before the natural expiry of the term, while some non-monetary benefits are provided for (cars and/or insurance coverage other than third party liability of corporate boards in the exercise of their functions, so-called D&O). There are no agreements which take effect, have been amended, or terminate upon a change of control of the company or request for resignation following a takeover bid or a public exchange offer. There are no outstanding stock option plans.
At the reporting date, the company has adopted for senior executives the same Remuneration Policy as that adopted for Executive Directors. Reference should be made therefore to point 1.2 above for further details.
The remuneration of the members of the Board of Statutory Auditors was established by the Shareholders' Meeting on January 30, 2018. Subject to that stated above, there are no agreements which take effect, have been amended, or terminate upon a change of control of the company or request for resignation following a takeover bid or a public exchange offer.
The remuneration of the members of the Board of Statutory Auditors (in office or departing during the year, also due to the business combination) and of Senior Executives for FY 2018 comprises:
.
v. remuneration from subsidiaries.
The remuneration of the Statutory Auditors in office at December 31, 2018 exclusively comprises remuneration for office.
| Name | Office | State | Emolu ments for Office (1) |
Emolu ments for Commit tees |
Bonuses & Other Incentives |
Remunera tion for Employment (2) |
Remune ration From subsidia ries (3) |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Giulio Bonazzi | Chairman BoD & Chief Executive Officer |
In office | 1,210,000 | 0 | 562,000 | 0 | 143,000 1,915,000 | |
| Adriano Vivaldi | Executive Director & CFO | In office | 90,000 | 0 | 174,000 | 288,696 | 43,000 | 595,696 |
| Fabrizio Calenti | Executive Director & Chairman NTF & ECONYL® |
In office | 90,000 | 0 | 173,000 | 311,232 | 20,000 | 594,232 |
| Franco Rossi | Executive Director & Chairman BCF USA |
In office | 45,000 | 0 | 120,000 | 0 | 264,010 | 429,010 |
| Simona Heidempergher |
Lead Indipendent Director & Member Risk Control Committee & Appointments and Remuneration Committee |
In office | 40,000 | 25,000 | 0 | 0 | 0 | 65,000 |
| Francesco Profumo |
Independent Director Member Risk Control Committee & Appointments and Remuneration Committee |
In office | 40,000 | 25,000 | 0 | 0 | 0 | 65,000 |
| Margherita Elena Maria Zambon |
Independent Director Member Appointments and Remuneration Committee |
In office | 40,000 | 10,000 | 0 | 0 | 0 | 50,000 |
| Carlo Pagliani | Director & Member Risks Control Committee |
In office | 40,000 | 10,000 | 0 | 0 | 0 | 50,000 |
| Silvana Bonazzi Director | In office | 40,000 | 0 | 0 | 0 | 0 | 40,000 | |
| Stefano Giovanni Loro |
Chairman BCF EMEA | In office | 0 | 0 | 124,000 | 256,776 | 50,000 | 430,776 |
| Giuseppe Crippa |
Vice Chairman BFC industrial activities |
In office | 0 | 0 | 86,000 | 196,716 | 18,000 | 300,716 |
| Sergio Calliari | Vice Chairperson Finance Dept. Executive Officer ex 262/2005 |
In office | 0 | 0 | 47,000 | 155,928 | 18,000 | 220,928 |
| Karim Tonelli | Investor Relator & Performance Management Director |
In office | 0 | 0 | 45,000 | 169,164 | 0 | 214,164 |
| Denis Jahic | Chief Executive Officer AquafilSLO & NTF Industrial Operations Manager |
In office | 0 | 0 | 45,000 | 0 | 178,041 | 223,041 |
| Gregor Kranjc | Executive Director & Chief Financial Officer AquafilSLO |
In office | 0 | 0 | 34,000 | 0 | 137,616 | 171,616 |
| Sasa Muminovic |
Executive Director & Human Resources Manager AquafilSLO |
In office | 0 | 0 | 34,000 | 0 | 133,197 | 167,197 |
| TOTAL | 1,635,000 | 70,000 | 1,444,000 | 1.,378,512 | 1,004,865 5,532,377 |
(1) The bonus amount to be recognised for the financial year 2018 is indicated, also specifying that this amount is currently accrued but not paid. It is also highlighted that certain individuals and, in particular, Adriano Vivaldi, Fabrizio Calenti, Stefano Loro, Giuseppe Crippa and Sergio Calliari are guaranteed policies for the reimbursement of medical expenses, injury and death that are as a minimum in line with the provisions of the National Collective Labour Agreement for Industrial Executives; moreover, Fabrizio Calenti, Stefano Loro and Giuseppe Crippa are granted the use of apartments for residential purposes.
(2) Employee remuneration is to be understood as disbursed by Aquafil S.p.A.
(3) Remuneration by subsidiaries includes both employment income, directors' emoluments and any bonuses disbursed by Aquafil S.p.A. subsidiaries.
The Board of Statutory Auditors at December 31, 2018 had received the following remuneration:
| Statutory Auditor in office | Total 2018 |
|---|---|
| Poggi Longostrevi Stefano | 50,000.00 |
| Buttignon Fabio | 35,000,00 |
| Solimando Bettina | 35,000,00 |
| 120,000.00 | |
| Statutory Auditor departed | Total 2018 |
| Luca Mazza | 2,761.91 |
| Marco Giuliani | 1,871.55 |
| Marini Virginia | 1,893.62 |
| 6,527.08 |
The company has not approved any Stock Option Plans.
Except as indicated in the following table, there are no ordinary shares held by directors and statutory auditors, nor by spouses who are not legally separated and by minor children, directly or through subsidiaries, trust companies or nominees, as per the Shareholder Register, communications received or from other information acquired by the directors and statutory auditors.
| Shareholder | No. Of Shares | % Equity Capital | % Voting rights |
|---|---|---|---|
| Giulio Bonazzi | 29,701,236 | 58.559% | 68.874% |
| Fabrizio Calenti | 248,296 | 0.490% | 0.369% |
| Sergio Calliari | 62,005 | 0.122% | 0.092% |
| Franco Rossi | 186,012 | 0.367% | 0.277% |
| Adriano Vivaldi | 248,296 | 0.490% | 0.369% |
| Total | 744,609 | 60.027% | 69.981% |
Arco, March 14, 2019
Aquafil S.p.A.
For the Board of Directors Giulio Bonazzi Chairman
www.aquafil.com
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