Remuneration Information • Mar 26, 2018
Remuneration Information
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Approved by the Board of Directors on 23 February 2018
The Report is published in the "Governance" section of the Company's website (www.geox.biz)
Table of contents
| TABLE OF CONTENTS Errore. Il segnalibro non è definito. | ||
|---|---|---|
| INTRODUCTION 4 | ||
| SECTION I – 2018 REMUNERATION POLICY 5 | ||
| 1. | GOVERNANCE 5 | |
| 1.1. | BODIES AND PARTIES INVOLVED 5 | |
| 1.2. | APPOINTMENT AND REMUNERATION COMMITTEE5 | |
| 2. | GUIDELINES OF THE REMUNERATION POLICY 8 | |
| 3. | COMPONENTS OF REMUNERATION 9 | |
| 3.1. | FIXED COMPONENT 9 | |
| 3.2. | VARIABLE COMPONENT 9 | |
| 3.2.1. | SHORT-TERM VARIABLE PAY (MBO) 10 | |
| 3.2.2. | MEDIUM- TO LONG-TERM VARIABLE PAY (LTI) 10 | |
| 3.2.3. | RELATION BETWEEN THE COMPANY PERFORMANCE AND THE VARIABLE COMPONENT 11 | |
| 3.3. | FRINGE BENEFITS11 | |
| 4. | POLICIES ON PROVISIONS FOR TERMINATION OF AN APPOINTMENT OR EMPLOYMENT 12 | |
| 5. | POLICIES APPLICABLE TO THE REMUNERATION OF THE DIRECTORS AND STRATEGIC EXECUTIVES 13 | |
| 5.1. | CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS13 | |
| 5.2. | NON-EXECUTIVE DIRECTORS13 | |
| 5.3. | CHIEF EXECUTIVE OFFICER13 | |
| 5.4. | OTHER EXECUTIVE DIRECTORS OR DIRECTORS VESTED WITH SPECIAL ASSIGNMENTS WITHOUT | |
| EXECUTIVE POWERS14 | ||
| 5.5. | INDEPENDENT DIRECTORS14 | |
| 5.6. | COMPENSATION FOR POSITIONS IN SUBSIDIARY COMPANIES 14 | |
| 5.7. | GENERAL MANAGER OF ADMINISTRATION, FINANCE, CONTROL, CORPORATE LEGAL & IT AND | |
| STRATEGIC EXECUTIVES 14 | ||
| SECTION II – DETAILS OF REMUNERATION 16 | ||
| 1. | DETAILS OF THE REMUNERATION OF THE MANAGEMENT AND AUDIT BODIES 16 | |
| 1.1. | CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS16 | |
| 1.2. | CHIEF EXECUTIVE OFFICER16 | |
| 1.2.1. | FIXED REMUNERATION 16 | |
| 1.2.2. | VARIABLE REMUNERATION 16 | |
| 1.3. | GENERAL MANAGER FOR THE ADMINISTRATION, FINANCE, CONTROL, CORPORATE LEGAL & IT AND | |
| STRATEGIC EXECUTIVES 16 | ||
| 1.4. | REMUNERATIONS FOR TERMINATION OF OFFICE OR TERMINATION OF EMPLOYMENT RELATIONSHIP.17 |
The Remuneration Report (the "Report") was prepared by Geox S.p.A. ("Geox" or the "Company") in compliance with what is provided for by Article 123-ter of Legislative Decree 58/1998 as amended ("TUF") [Consolidated finance Law] and by Article 84-quater and Annex 3A, Table 7-bis of CONSOB Regulation 11971/1999 ("Issuer Regulation") as subsequently amended and includes:
In addition, the Report includes:
This Policy was set out independently by Geox without using criteria adopted by other companies as a reference.
Geox shall adopt the Code of Conduct drawn up by the Committee for the Corporate Governance of Listed Companies as issued by Borsa Italiana S.p.A.
4
The definition of the Policy is the result of a process that involves the Human Resources and Organisation Department, Corporate Services, the Appointment and Remuneration Committee, the CEO, the Board of Directors and the Company Shareholders' Meeting.
The corporate governance of the remuneration policies provides that:
Regarding the relevant company departments:
The Appointment and Remuneration Committee, established by the Board of Directors, shall be composed by 3 nonexecutive Directors, 2 of whom shall be independent.
The Appointment and Remuneration Committee members have been selected from a group of individuals who possess the necessary expertise in relation to the peculiarities of their assignments. Specifically, they were chosen from a group of qualified individuals, expert in legal, accounting or tax issues, with specific skills in inspection, advisory, financial activities as well as in remuneration policies. For the most part, they have the requisites of autonomy and independence set out in the Code of Conduct drafted by the Corporate Governance Committee of Listed Companies promoted by Borsa Italiana S.p.A.
On the date of this Report, the Appointment and Remuneration Committee is composed of:
Lara Livolsi (Chairman of the Committee), Independent Director;
1 The Shareholders' Meeting of the Company, called for the approval of the annual financial statements pursuant to sec. 2364, par. 2 of the Italian Civil Code.
2 By no later than during the meeting of the Board of Directors resolving upon the call of the Shareholders' Meeting asked to approve the annual financial statements and express an opinion on Section I of the Report.
3 The Human Resources & Organisation Department, Corporate Services, shall avail themselves of the support of independent contractors from among the major consultancy firms specialising in Executive Compensation services.
The Appointment and Remuneration Committee shall meet whenever necessary to carry out its own functions, when convened by at least one member, and upon request of the Chairman of the Board of Statutory Auditors, in any form, even by telephone or web, normally at least eight days prior to the date set for the meeting, or, in urgent cases, at least three days prior to that date. The Appointment and Remuneration Committee shall be validly established with the majority of members in office present and shall resolve with an absolute majority of those voting. Any member of the Appointment and Remuneration Committee must abstain from voting if he/she-- should find himself or herself in conflict of interest concerning a specific item on the agenda.
During the 2017 financial year, the Appointment and Remuneration Committee met 6 times, to discuss several topics on the Policy contained in the Report approved by the Board of Directors on 2 March 2017. The main items discussed were the following:
All of the members of the Appointment and Remuneration Committee attended the meetings held in 2017. These lasted an average of one hour and were documented with minutes. A similar number of meetings is expected to be held this financial year.
Whilst carrying out its functions, the Committee was able to access the information and the corporate departments necessary for the performance of its tasks, as well as availing itself of outside consultants. Should the Committee require a consultant to obtain information on market practices on remuneration policy, it shall have verified in advance that the consultant will not be subject to situations that compromise his/her independence.
Whenever non-members attended any Committee meeting, their participation was upon invitation of the Committee itself and concerned specific items on the agenda.
When covering any expenses, the Committee may make use of monies allocated for contingent requirements.
In 2018, the Appointment and Remuneration Committee shall verify the proper implementation of the Remuneration Policy and report its findings to the Board of Directors.
The Policy sets out standards and guidelines adopted by the Board of Directors to define remuneration for the:
The Policy is developed consistently with the most recent regulatory requirements as well as with Geox Group's mission and principles, and represents a fundamental tool to pursue the targets of the Business Plan.
The Policy is mainly aimed at attracting, motivating, and securing the loyalty of resources with the professional qualities required for successfully pursuing Geox Group's objectives, and aligning the interests of the top management with those of shareholders and investors.
Specifically, through the adoption of the Policy, the Company intends to:
The Remuneration Policy proposed to the Board of Directors for approval on 23 February 2018, applicable to the term of office of the current Bodies and their appointment, is in line with the Policy for the 2017 financial year
The mechanisms to incentivize the Person in charge of the Internal Audit function and the Executive in charge of drawing up the corporate accounting documents are consistent with the duties assigned to them4 .
.
4 6.c.3. Criterion of the Code of Conduct
The remuneration package provided for the Executive Directors, for the General Manager of Administration, Finance, Control, Corporate Legal & IT and for the Strategic Executives shall consist of:
The definition of remuneration packages shall be informed by the following principles:
The gross yearly fixed component of the remuneration shall reflect the complexity of the roles and characteristics of eligible individuals (professionalism, experience, level of responsibility, distinctive competences, performances, organisational conduct).
The verification of the levels of adequacy shall take place on the basis of the assessments related to the internal and external market of reference, and in the case of relevant changes to the roles and responsibilities assigned, according to differentiation criteria and meritocracy.
The variable component of the remuneration shall reward the achievement of the short- and medium-long term targets and is strictly connected with the Company's performance and to the staff members' individual performances; it shall decrease remarkably until zeroing in the case of underperformance.
The Company can evaluate the payment of extraordinary or one-off bonuses in favour of the CEO, the General Manager for the Administration, Finance, Control, Corporate Legal & IT and the Strategic Executives on the basis of considerations relating to individual performance or the efforts made during the reference financial year, or in order to incentivize the implementation of the Targets of the strategic plan.
The annual monetary incentive aims to reward the achievement of the company targets, both quantitative and qualitative, also in relation to matters of management and leadership, by relating company performance to individual performance.
The tool used to pursue this purpose is the Management by Objectives ("MBO"), which represents the only formal annual incentive tool in the Group.
There are some caps to the amount payable as MBO depending on the role occupied by the individual within the companies of the Group, his/her ability to affect the results and the relevant market.
The target incentive values are:
The Company shall assess the achievement of performance targets for the purposes of assigning the variable components in the annual monetary incentive plans (MBO), if possible during the first meeting of the Board of Directors of the financial year following the year being considered. Such variable components shall then be promptly allocated following the foregoing Board resolution.
No specific deferred payment systems are provided for.
The Company has in place a medium to long-term incentive plan (LTI) represented by the 2016-2018 Stock Option Plan that provides for variable compensation through the allocation of financial instruments, represented by the Stock Option.
The percentage of Stock Options exercisable within the 2016-2018 Stock Option Plan ranges from 100% to 66.66% of the Stock Options allotted, determined on the basis of the achievement of certain portions (expressed as percentages) of cumulated NET PROFIT (understood to be profit after taxes and after the result of financial management as emerging from the consolidated financial statements of the Group) compared to the targets indicated in the 2016-2018 Business Plan.
The rights carried by the Stock Options and the medium- to long-term monetary portion, representing the variable component of the remuneration, may be exercised only after a vesting period that ends following the approval, by the Board of Directors of Geox, of the consolidated financial statements related to the financial year ended on 31 December 2018.
The Policy provides that the rights carried by the Stock Options and the medium- to long-term monetary portion, representing the variable component of the remuneration, may be exercised only after a vesting period, to be determined consistently with the expected results of the Group and with the market situation in the allotment period which, in general, is no less than 3 years (except for the LTI, whose vesting period is slightly less than 3 years in view of the timelines of approval of said plan in 2016).
The 2016-2018 Stock Option Plan provides for performance targets in connection with the cumulated consolidated Net Profit with a minimum threshold of 80%, subject to verification only at the end of the vesting period.
The above-mentioned plan was established to incentivize and encourage the retention of the management, by promoting the increase in the Company's value and the spread of a value creation culture in all strategic and operational decisions.
No specific deferred payment systems are provided for.
Additional information on the 2016-2018 Stock Option Plan is publicly available on the Company's Website (www.geox.biz) in the Governance section.
The Company believes that the overall remuneration system is consistent with the objective of creating value for all shareholders and investors.
In particular, in order to encourage the Company's key resources to pursue strategies aimed at medium- to long-term results, the Policy provides that part of the variable component of the remuneration of the CEO, of the General Manager of Administration, Finance, Control, Corporate Legal & IT and of the Strategic Executives may be represented by the allotment of variable components (MBO) and elements represented by financial instruments (2016-2018 Stock Option Plan). In the context of the plan already approved or others to be approved in the future by the Company, any payments and exercises shall be connected to the achievement of company performance results to be identified on the basis of economic indices.
As regards the short-term variable component (MBO), in the instant case, the CEO, the General Manager for the Administration, Finance, Control, Corporate Legal & IT and the Strategic Executives shall have access to an individual bonus in view of the achievement of economic indicators, currently being identified, to be formalised by the Board of Directors upon the proposal of the Appointment and Remuneration Committee approximately by April 2018.
As regards the medium- to long-term variable component (LTI), reference shall be made to the regulation of the plan made available to the public on the Company's Website (www.geox.biz) in the Governance section.
The Policy is such that it will not, in any manner whatsoever, induce the Directors, the General Manager of Administration, Finance, Control, Corporate Legal & IT or the Strategic Executives to assume any risks greater than the risk level provided for by applicable Company strategies. This, with particular reference to risk management, shall also take into account the various levels of control carried out by responsible Corporate bodies.
The CEO, the General Manager of Administration, Finance, Control, Corporate Legal & IT and the Strategic Executives shall be provided with certain fringe benefits, including tax withholding in compliance with the law, for discretionary use, some of which are ordinary fringe benefits generally provided to people in similar positions in joint stock companies, similar in size and qualitatively comparable to the Company.
In particular, the aforementioned individuals shall be provided with a vehicle and, as required, based on an individual agreement, housing. Note also that all employees, therefore Directors who are employees of the Company, as well as the General Manager for the Administration, Finance, Control, Corporate Legal & IT and the Strategic Executives, may use the company crèche, whose places are allocated on the basis of availability and priority based on the application date.
The CEO, the General Manager of Administration, Finance, Control, Corporate Legal & IT and the Strategic Executives shall receive the following insurance coverage, in addition to what is compulsory:
It should also be noted that the CEO shall also benefit from further insurance coverage in the case of death and accidents at work.
In general, the Company does not enter into agreements regulating, in advance, the economic aspects relating to the early termination of employment relationships with the management, without prejudice to the duties provided by the law and the applicable collective agreement for the category. Nonetheless, in relation to the CEO and other top figures, in consideration of the specific professional skills and the retention purposes connected to the role held, the Company can provide for specific clauses regulating in advance the effects of a possible termination of the employment relationship, in line with the strategies, the values and the long-term interests of the Group, as determined by the Board of Directors.
Specifically, the Company, having made careful considerations, can determine, with reference to Strategic Executives, specific indemnities in case of early termination of the directorship relationship or resignation and/or dismissal from the subordinate employment contract, without prejudice to the legal and/or contractual obligations and except for just cause.
Such indemnities are in any case determined in relation to the added value and the contribution given to the development and maintenance of the business, as well as the retention purposes of the person in the interest of the company.
The Company shall set out its own internal criteria, which the other companies in the Group shall also adopt, for the management of agreements of early termination of executive positions and/or of Directors vested with special assignments.
In general, the Company does not provide payment for any indemnities, extraordinary payments or remunerations for a Non-Compete Clause linked to termination.
No succession plans are currently provided for executive Directors5 .
5Criterion 6.c.8. paragraph d) of the Code of Conduct.
The remuneration of the Chairman and of the Vice Chairman shall only consist of an annual fixed pay to be determined pursuant to Article 2389 of the Italian Civil Code.
Non-executive Directors' remuneration is composed of a fixed annual compensation commensurate with their workload. All non-executive Directors currently receive the same compensation. Non-executive Directors' remuneration is set at a fixed amount, as it is felt that linking it to results might compromise the quality of their work.
In addition, for the participation of non-executive Directors in the activities of each internal committee and/or supervisory body pursuant to Legislative Decree 231/2001, they shall receive an additional fixed payment, which is currently the same amount for all members of the committees and/or supervisory bodies, unless the Director has the role of Chair of the Committee. In the latter case, compensation shall be twice the annual fixed amount paid to a normal member of the committee.
The remuneration of the CEO consists of:
The fixed pay shall be determined by the Board of Directors, further to a proposal of the Appointment and Remuneration Committee.
The MBO component shall be based on targets set by the Appointment and Remuneration Committee and proposed to the Board of Directors.
The individual targets for the CEO, currently being calculated, shall be formalised by April 2018.
The characteristics of the short-term variable component (MBO) and the variable medium to long-term component (LTI) are respectively described in paragraphs 3.2.1 and 3.2.2.
The Company may grant extraordinary or one-off bonuses to the CEO based on considerations related to the individual's performance or commitment in the reference year or to encourage the implementation of the strategic plan's targets.
Note that the current CEO also holds office as:
The 2018 remuneration policy guidelines provide for a pay mix consistently with the managerial position occupied, to be calculated by considering the value of the short-term and medium- to long-term incentives in the case of achievement of target results:
The remuneration of other Executive Directors or Directors vested with special assignments without executive powers is established exclusively as a fixed monetary component, since it is considered to be the most suitable method for properly recognising the quality of the work done by the person in that office.
On the date of this Report, the actual remuneration of Executive Directors or Directors vested with special assignments without executive powers is composed exclusively of fixed components.
The Company has not provided for a specific remuneration policy for non-executive and independent Directors.
For participation in a Committee in the Board of Directors, being a member of the same, Directors shall receive a fixed annual salary. The amount of the fixed annual salary shall be the same, regardless of any participation in any specific internal committee. Should the Director be Chairman of the Committee, that Director shall receive twice the annual fixed salary of a normal member of the committee.
Directors and Strategic Executives who are also members of management Bodies in GEOX Group subsidiaries, pursuant to section 2359 of the Italian Civil Code and Article 93 of the TUF, do not generally receive any remuneration for their post in the subsidiary.
For the purposes of identifying the individuals who fall within the category of "Strategic Executives", the Company refers to the definition of "dirigenti (executives) with strategic responsibilities" of Annex 1 of Consob Regulation No. 17221/2010 as subsequently amended, excluding the Directors. Annex 1 of Consob Regulation No. 17221/2010 provides that: "The executives with strategic responsibilities shall be those who directly or indirectly have the power and responsibilities connected with the planning, management, and control of the company's activities, including the (executive or non-executive) directors of the company."
The individuals included in the definition of Strategic Executives shall be identified by the Board of Directors or by the CEO and shall be employed, within the general classification of the Company's positions, as "Strategic Executives".
Note also that the Appointments and Remuneration Committee, the Chairman of the Board of Statutory Auditors, the Chairman of the Audit, Risks and Sustainability Committee and of the Human Resources and Organisation Department have selected seven Strategic Executives for the year 2018. [number not inclusive of the CEO, who also has the role of Strategic Executive].
The remuneration of the General Manager for the Administration, Finance, Control, Corporate Legal & IT and of the Strategic Executives shall consist of:
The fixed pay shall be determined on the basis of the role and responsibilities assigned by considering the remuneration payable in the national and international executive markets for roles requiring the same level of responsibility and managerial complexity.
The remuneration may be periodically reviewed within the annual wage review process involving all executives.
The annual monetary incentive (MBO) component is connected to the targets formulated by the CEO, to be approved by the Appointment and Remuneration Committee and subsequently submitted to the Board of Directors.
The individual targets for the General Manager for the Administration, Finance, Control, Corporate Legal & IT and for the Strategic Executives (excluding the CEO), currently being calculated, shall be disclosed and formalised by April 2018.
The characteristics of the variable component (MBO) and of the LTI are described in paragraph 3.2.
The 2018 Remuneration Policy Guidelines provide, in favour of the General Manager of Administration, Finance, Control, Corporate Legal & IT, for pay mix consistently with the managerial position occupied, to be calculated by considering the value of the short-term and medium- to long-term incentive (Stock Options) in the case of achievement of target results:
The 2018 Remuneration Policy Guidelines provide, in favour of the Strategic Executives, for pay mix consistently with the managerial position occupied, to be calculated by considering the value of the short-term and medium to long-term incentive (Stock Options) if target results are achieved:
This section, divided into two parts, illustrates the remuneration paid to the management and audit bodies, as well as to the CEO, General Manager of Administration, Finance, Control, Corporate Legal & IT and an aggregate compensation of the Company's seven Strategic Executives as of 31 December 2017.
The reason the Strategic Executive's compensation may be aggregated is that during the 2017 financial year, none of them received total compensation greater than the overall highest compensation paid to any member of the Management and Audit bodies or to the General Manager for the Administration, Finance, Control, Corporate Legal & IT (specifically the Chairman of the Board of Directors' remuneration).
Remuneration paid to Directors and Strategic Executives in 2017, including the economic indemnities provided for in case of resignation or termination, were consistent with the 2017 remuneration policy.
Compensation received, during the 2017 financial year, by the Chairman of the Board of Directors, member of the Executive Committee and member of the Ethics Committee of Geox S.p.A., is represented by a fixed annual salary of EUR1,800,000.
The compensation received, during the 2017 financial year, by the Vice Chairman of the Board of Directors, member of the Executive Committee, is represented by a fixed annual salary of EUR150,000.
The aggregate amount of fixed remuneration received by the CEO, Mr Gregorio Borgo, in 2017 shall be equal to EUR1,148,296.39, broken down as follows:
In consideration of the termination of the employment relationship with Mr Gregorio Borgo and the cessation of his position as CEO, which took place on 31 January 2018, no payment related to variable short-term (MBO) bonuses are provided for.
Compensation paid to the General Manager for the Administration, Finance, Control, Corporate Legal & IT and to Strategic Executives is represented by a Gross Annual Salary, variable Bonuses to be paid upon the achievement of predetermined short-term corporate objectives (MBO) and medium- to long-term corporate objectives (LTI), as well as fringe benefits.
Remuneration paid to the General Manager for the Administration, Finance, Control, Corporate Legal & IT in 2017 amounted to EUR359,391, broken down as follows:
98% Gross Annual Pay;
A one-off premium was paid in 2017 to the General Manager of Administration, Finance, Control, Corporate Legal & IT for a total gross amount of EUR 53,051.
The total aggregate remuneration earned by Strategic Executives in 2017 amounted to EUR1,981,616, broken down as follows:
One-off premiums were paid in 2017 in favour of the Strategic Executives for a total gross amount of EUR185,784.
With reference to the 2016-2018 Stock Option Plan, considering that the achievement of the targets is not quantifiable, and which will be verified only after the end of the vesting period, the Company decided not to consider any cost for accrual in 2017.
The Company entered into agreements with the CEO, the General Manager of Administration, Finance, Control, Corporate Legal & IT and certain Strategic Executives, providing for indemnities in the case of early termination of the relationship.
On the basis of a severance agreement, the CEO and Strategic Executive, Mr Matteo Carlo Maria Mascazzini has the right to receive a total sum in gross equal to 18 months of his gross remuneration paid to the Executive at the time of termination of the employment relationship, including both the remuneration for the post of Strategic Executive as well as the remuneration for the office of Director, if the Company terminates the agreement, or the powers delegated to the Executive and/or CEO are withdrawn or if the Executive resigns for just cause pursuant to Article 2119 of the Italian Civil Code.
The General Manager for the Administration, Finance, Control, Corporate Legal & IT has entered into a severance agreement that provides for the right to receive, in case of termination of the employment agreement without just cause, an indemnity between a minimum of 18 and a maximum of 24 months of the gross salary.
For the other Strategic Executives, in the event of termination of employment with the Group for reasons other than just cause, the policy is to seek an agreement to terminate the relationship consensually. In such cases, notwithstanding any legal and/or contractual obligations, the agreements for termination of employment with the Group shall follow the applicable benchmarks on the issue as well as standard procedures, jurisprudence, and collective parameters.
On the contrary, the Company has not entered into agreements providing for the allocation or continuation of fringe benefits in favour of persons that have terminated their office, or the execution of consulting agreements for a period following termination of the relationship.
With reference to possible effects of the termination of the relationship on the rights allocated in the context of incentive plans, the 2016-2018 Stock Option Plan provides that the beneficiary of the Stock Options must immediately exercise the options that are exercisable (but will have no right to exercise the Options not yet due) in case of termination of the relationship in the following cases: (a) dismissal of the beneficiary by Geox or another company of the Group, if the beneficiary is an employee; (b) revocation of the office by Geox or another company of the Group, if the beneficiary is a Director; (c) resignation of the beneficiary, if the beneficiary is an employee; (d) resignation from the office, if the beneficiary is a Director in Geox or in another company of the Group; (e) consensual termination of the employment relationship.
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Below is a summary of the remuneration paid during the 2017 financial year for any reason and in any form whatsoever by the Company and by the Companies in the Geox Group, using the tables drawn up according to the provisions of the Issuer Regulation. The information is provided separately with reference to the positions in the Company and for those carried out in subsidiaries and associated companies, whether listed and unlisted, in the Geox Group.
Note that table 3A provided for by the Issuer Regulation Annex is missing since the Company has no current plan based on financial instruments other than Stock Options.
The Report includes a table indicating shareholdings, held in Geox and in its subsidiaries, by members of the Management and Audit bodies and by the Strategic Executives as well as by legally separated spouses and minor children, directly or through subsidiaries, trust companies or through third parties, on the basis of information from the shareholders ledger, communications received, or information obtained from the same members of the Management and Audit bodies and from the Strategic Executives.
23 February 2018
On behalf of the Board of Directors
The Chairman
Mr Mario Moretti Polegato
| Options held at the beginning of financial year | Options allocated during the financial year | Options exercised during the financial year financial year |
Options held at the end of financial year |
Options relating to the financial year |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | (14) | (15) = (2) + (5) - (11) - (14) |
(16) |
| Name and surname Office | Plan | Number of options |
Exercise price |
Period of possible exercise (from - to) |
Number of options |
Exercise price Period of possible exercise (from - to) |
Fair Value at the date of the allocation |
Date of allocation |
Market price of the shares underlying the allocation of options |
Number of options |
Exercise price |
Market price of the underlying shares on the date of exercise |
Number of options |
Number of options |
Fair Value | ||
| Gregorio Borgo | CEO from 12/01/2017 to 18/01/2018 |
||||||||||||||||
| statements | (I) Remuneration within the company that drafts the financial | LTI Plan 2016-2018 (19.04.2016) |
572,905 | 1.99514 | 100% from the 1.4.2019 until 31.12.2020 |
0.40660 | 02/03/2017 | 2.07 | 572,905 | ||||||||
| (II) Remuneration from subsidiaries and affiliates | Plan A (date of relevant resolution) |
||||||||||||||||
| Plan B (date of relevant resolution) |
|||||||||||||||||
| (III) Total | - | 572,905 | 0.40660 | - | - | 572,905 | - |
| Livio Libralesso | General Manager for Administration, Finance and Control, Corporate Legal & IT |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| statements | (I) Remuneration within the company that drafts the financial | LTI Plan 2016-2018 (19.04.2016) |
222,316 | 2.86 | 100% from the 1.4.2019 until 31.12.2020 |
222,316 | ||||||||
| (II) Remuneration from subsidiaries and affiliates | Plan A (date of relevant resolution) |
|||||||||||||
| Plan B (date of relevant resolution) |
||||||||||||||
| (III) Total | 222,316 | - | - | - | - | 222,316 | - |
| Executives with strategic responsibilities (n. 7) |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration within the company that drafts the financial statements |
LTI Plan 2016-2018 (19.04.2016) |
1,194,947 | 2.86 | 100% from the 1.4.2019 until 31.12.2020 |
1,194,947 | ||||||||
| (II) Remuneration from subsidiaries and affiliates | Plan A (date of relevant resolution) |
||||||||||||
| Plan B (date of relevant resolution) |
|||||||||||||
| (III) Total | 1,194,947 | - | - | - | - | 1,194,947 | - |
Point 16 plan 2016-2018: allocation took place on 19.04.2016 and 02.03.2017; No value shown in the accounts.
Gregorio Borgo: ceased as CEO on 18.01.2018 and the termination of the employement relationship occurred on 31.01.2018
| (A) (B) (C) (D) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||
| Name and surname | Office | Office term | Expiry of the | Fixed Remuneration | Remuneration | Variable non-equity remuneration Fringe benefits | Other | Total | Fair Value of | Remuneration | ||
| office | for participation | Remuneration | equity | for end of term | ||||||||
| in committees | remuneration | of office or | ||||||||||
| termination of | ||||||||||||
| employment | ||||||||||||
| Bonuses and | Share in profits | relationship | ||||||||||
| other incentives | ||||||||||||
| from 01.01.2017 | ||||||||||||
| Mario Moretti | BoD | 31.12.2018 | ||||||||||
| Polegato | Chairman | to 31.12.2017 | ||||||||||
| (I) Remuneration within the company that drafts the financial statements | 1,800,000.00 | 1,800,000.00 | ||||||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | ||||||||||
| (III) Total | 1,800,000.00 | 1,800,000.00 | ||||||||||
| Enrico Moretti | BoD | from 01.01.2017 | ||||||||||
| Polegato | Vice Chairman | to 31.12.2017 | 31.12.2018 | |||||||||
| (I) Remuneration within the company that drafts the financial statements | 150,000.00 | 150,000.00 | ||||||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | ||||||||||
| (III) Total | 150,000.00 | 150,000.00 | ||||||||||
| from 12.01.2017 | ||||||||||||
| Gregorio Borgo | CEO | to 31.12.2017 | 31.01.2018 | |||||||||
| (I) Remuneration within the company that drafts the financial statements | 1,137,555.12 | 5,969.00 | 10,741.27 | 1,154,265.39 | ||||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | ||||||||||
| (III) Total | 1,137,555.12 | 1,154,265.39 | ||||||||||
| General Manager | ||||||||||||
| Livio | for Administration, | from 01.01.2017 | ||||||||||
| Libralesso | Finance and Control, | to 31.12.2017 | ||||||||||
| Corporate Legal & IT | ||||||||||||
| (I) Remuneration within the company that drafts the financial statements | 352,241.00 | 53,051.00 | 7,150.00 | 412,442.00 | ||||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | - | - | ||||||||
| (III) Total | 352,241.00 | 53,051.00 | 7,150.00 | 412,442.00 | ||||||||
| Duncan Niederauer |
Independent Director |
from 01.01.2017 to 31.12.2017 |
31.12.2018 | |||||
|---|---|---|---|---|---|---|---|---|
| (I) Remuneration within the company that drafts the financial statements | 25,000.00 | 25,000.00 | ||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | ||||||
| (III) Total | 25,000.00 | 25,000.00 | ||||||
| Alessandro Antonio Giusti |
Non-Independent Director from 01.01.201 | to 31.12.2017 | 31.12.2018 | |||||
| (I) Remuneration within the company that drafts the financial statements | 100,000.00 | 100,000.00 | ||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | - | |||||
| (III) Total | 100,000.00 | - | 100,000.00 | |||||
| Claudia Baggio |
Non-Independent Director from 01.01.2017 | to 31.12.2017 | 31.12.2018 | |||||
| (I) Remuneration within the company that drafts the financial statements | 25,000.00 | 25,000.00 | ||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | ||||||
| (III) Total | 25,000.00 | 25,000.00 | ||||||
| Lara from 01.01.2017 Independent Director 31.12.2018 Livolsi to 31.12.2017 (I) Remuneration within the company that drafts the financial statements |
||||||||
| 45,000.00 | 45,000.00 | |||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | - | |||||
| (III) Total | 45,000.00 | - | 45,000.00 | |||||
| Francesca Meneghel |
Independent Director | from 01.01.2017 to 31.12.2017 |
31.12.2018 | |||||
| (I) Remuneration within the company that drafts the financial statements | 45,000.00 | 45,000.00 | ||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | - | |||||
| (III) Total | 45,000.00 | - | 45,000.00 | |||||
| Emanuela Soffientini |
Independent Director | from 01.01.2017 to 31.12.2017 |
31.12.2018 | |||||
| (I) Remuneration within the company that drafts the financial statements | 35,000.00 | - | 35,000.00 | |||||
| (II) Remuneration from subsidiaries and affiliates | - | - | - | |||||
| (III) Total | 35,000.00 | - | 35,000.00 | |||||
| Ernesto Albanese |
Independent Director | from 01.01.2017 to 31.12.2017 |
31.12.2018 | |||||
| (I) Remuneration within the company that drafts the financial statements | 35,000.00 | - | 35,000.00 | |||||
| (II) Remuneration from subsidiaries and affiliates | - | - | - | |||||
| (III) Total | 35,000.00 | - | 35,000.00 |
| Sonia Ferrero |
Chairperson Board Of Statutory Auditors |
from 01.01.2017 to 31.12.2017 |
31.12.2018 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (I) Remuneration within the company that drafts the financial statements | 75,000.00 | 75,000.00 | |||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | |||||||
| (III) Total | 75,000.00 | 75,000.00 | |||||||
| Fabrizio Colombo |
Standing Auditor |
from 01.01.2017 to 31.12.2017 |
31.12.2018 | ||||||
| (I) Remuneration within the company that drafts the financial statements | 50,000.00 | 50,000.00 | |||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | |||||||
| (III) Total | 50,000.00 | ||||||||
| Francesco Gianni |
from 01.01.2017 Standing 31.12.2018 to 31.12.2017 Auditor |
||||||||
| (I) Remuneration within the company that drafts the financial statements | 50,000.00 | 50,000.00 | |||||||
| (II) Remuneration from subsidiaries and affiliates | - | - | |||||||
| (III) Total | 50,000.00 | 50,000.00 | |||||||
| Executives with Strategic Responsibilities (no. 7) |
from 01.01.2017 to 31.12.2017 |
||||||||
| (I) Remuneration within the company that drafts the financial statements | 1,885,956.00 | 185,784.00 | 95,660.00 | 2,167,400.00 | |||||
| (II) Remuneration from subsidiaries and affiliates | - | ||||||||
| (III) Total | 185,784.00 | 95,660.00 | 2,167,400.00 | - |
Remuneration relating to the office of Chairman of the Board of Directors, Member of the Executive Committee and a Member of the Ethics Committee of Geox S.p.A.
Remuneration relating to the office of the Vice Chairman of the Board of Directors and Member of the Executive Committee of Geox S.p.A.
Remuneration in his capacity as Strategic Executive EUR 555,948.45; fringe benefits EUR 10,741.27; variable remuneration EUR 0; in 2017, a one-off premium for a total of EUR 5,969 was paid. The employment relationship ceased on 31.01.2018
Remuneration in his capacity as CEO and a Member of the Executive Committee of Geox S.p.A. EUR 581,606.67; variable remuneration EUR 0. The expiry of the office of CEO took place on 18.01.2018
Remuneration relates to both to the office of Strategic Executive as well as to the office of General Manager for Administration, Finance, Control and Corporate Legal & IT Term of the office is subject to removal or resignation Fixed remuneration EUR 352,241; fringe benefits EUR 7,150; variable remuneration EUR 0; in 2017, a one-off premium for a total of EUR 53,051 was paid
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in his capacity as an Independent Director of Geox S.p.A. EUR 25,000
Remuneration in his capacity as Member of the Audit and Risk Committee of Geox S.p.A. EUR 10,000 Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in his capacity as Non-Independent Director charged with overseeing the Audit and Risk System of Geox S.p.A. EUR 80,000 Remuneration in his capacity as Member of the Appointment and Remuneration Committee of Geox S.p.A. EUR 10,000
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in her capacity as Non-Independent Director of Geox S.p.A. EUR 25,000
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in her capacity as an Independent Director of Geox S.p.A. EUR 25,000 Remuneration in her capacity as Chairperson of the Appointment and Remuneration Committee of Geox S.p.A. EUR 20,000
Remuneration in her capacity as an Independent Director of Geox S.p.A. EUR 25,000 Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in her capacity as Chairperson of the Audit and Risk Committee of Geox S.p.A. EUR 20,000
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in her capacity as an Independent Director of Geox S.p.A. EUR 25,000 Remuneration in her capacity as Member of the Audit and Risk Committee of Geox S.p.A. EUR 10,000
Remuneration in his capacity as Member of the Appointment and Remuneration Committee of Geox S.p.A. EUR 10,000 Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in his capacity as an Independent Director of Geox S.p.A. EUR 25,000
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in her capacity as Chairperson of the Board of Statutory Auditors of Geox S.p.A. EUR 75,000
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in his capacity as Standing Statutory Auditor of Geox S.p.A. EUR 50,000
Remuneration for the period from 01.01.2017 until 31.12.2017 Remuneration in his capacity as Standing Statutory Auditor of Geox S.p.A. EUR 50,000
Remuneration for Executives with Strategic Responsibilities EUR 1,885,956; fringe benefits EUR 95,660; variable remuneration EUR 0; in 2017, a one-off premium for a total of EUR 185,784 was paid.
This table does not include the remuneration of Mr Giorgio Presca who held the CEO office until 11 January 2017. Mr Presca, in consequence of the termination by mutual agreement of the director relationship and of the employment contract as well as his waiver of all claims in respect of Geox, has received EUR 4,350,000 gross as a voluntary redundancy incentive.
| A | B | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Surname and name | Office | Plan | Bonus for the year | Bonus for the previous years | Other Bonuses | ||||
| (A) | (B) | (C) | (A) | (B) | (C) | ||||
| Gregorio Borgo | Managing Director |
Payable/Paid | Deferred | Deferral period | No longer payable | Payable/Paid | Deferred further | ||
| statements | (I) Remuneration within the company that drafts the financial | Plan A 2016 |
5,969.00 | - | from 01.01.2017 to 31.12.2017 |
||||
| Plan B (date of relevant resolution) |
|||||||||
| Plan C (date of relevant resolution) |
|||||||||
| (II) Remuneration from subsidiaries and affiliates | Plan A 2014 |
||||||||
| Plan B (date of relevant resolution) |
|||||||||
| (III) Total | 5,969.00 | - |
| Livio Libralesso | General Manager for Administration, Finance and Control, Corporate Legal & IT |
Payable/Paid | Deferred | Deferral period | No longer payable | Payable/Paid | Deferred further | ||
|---|---|---|---|---|---|---|---|---|---|
| statements | (I) Remuneration within the company that drafts the financial | Plan A 2016 |
53,051.00 | - | from 01.01.2017 to 31.12.2017 |
||||
| Plan B (date of relevant resolution) |
|||||||||
| Plan C (date of relevant resolution) |
|||||||||
| (II) Remuneration from subsidiaries and affiliates | Plan A 2014 |
||||||||
| Plan B (date of relevant resolution) |
|||||||||
| (III) Total | 53,051.00 | - |
| Executives with Strategic Responsibilities (n. 7) |
Payable/Paid | Deferred | Deferral period | No longer payable | Payable/Paid | Deferred further | ||
|---|---|---|---|---|---|---|---|---|
| (I) Remuneration within the company that drafts the financial statements |
Plan A 2016 |
185,784.00 | - | from 01.01.2017 to 31.12.2017 |
||||
| Plan B (date of relevant resolution) |
||||||||
| Plan C (date of relevant resolution) |
||||||||
| (II) Remuneration from subsidiaries and affiliates | Plan A (date of relevant resolution) |
|||||||
| Plan B (date of relevant resolution) |
||||||||
| (III) Total | 185,784.00 | - |
| Surname and name | Office | Subsidiary | Number of Shares held at the end of Previous financial year |
Number of Shares Purchased |
Number of Shares Sold |
Number of Shares Held at the end of current financial year |
|---|---|---|---|---|---|---|
| Mario Moretti Polegato ( * ) |
BoD Chairman | Geox S.p.A. | 156,873,917 | 0 | 0 | 156,873,917 |
| Duncan Niederauer | BoD Member | Geox S.p.A. | 100,000 | 0 | 0 | 100,000 |
( * )
Directors Mario Moretti Polegato and Enrico Moretti Polegato respectively hold an equity stake of 85.12% and 14.88% of the share capital.
LIR S.r.l., with registered office in Treviso (TV), Italy owns the controlling interest in Geox S.p.A.'s capital with an equity stake of 71.10%.
| Surname and name | Office | Subsidiary | Number of Shares held at the end of Previous financial year |
Number of Shares Purchased |
Number of Shares Sold |
Number of Shares Held at the end of current financial year |
|---|---|---|---|---|---|---|
| Livio Libralesso | General Manager for Administration, Finance and Control, Corporate Legal & IT |
Geox S.p.A. | 0 | 0 | 0 | 0 |
| Surname and name | Office | Subsidiary | Number of Shares held at the end of Previous financial year |
Number of Shares Purchased |
Number of Shares Sold |
Number of Shares Held at the end of current financial year |
|---|---|---|---|---|---|---|
| Executives with Strategic Responsibilities (n. 7) |
Geox S.p.A. | 0 | 10,000 | 10,000 | 0 |
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