Remuneration Information • Apr 19, 2017
Remuneration Information
Open in ViewerOpens in native device viewer
provided pursuant to article 123-ter of the Consolidated Law on Financial Intermediation and article 84-quater of the Issuers' Regulations
(Translation from Italian original which remains the definitive version)
Issuer: Landi Renzo S.p.A. Website: www.landirenzogroup.com/it/ Date of this Report's approval: 27 March 2017
| GLOSSARY 4 | |
|---|---|
| SECTION I 5 | |
| 1. | INTRODUCTION 5 |
| 2. | AIMS AND PRINCIPLES 7 |
| 3. | REMUNERATION COMMITTEE 7 |
| 3.1 | Composition and functioning of the Remuneration Committee (pursuant to article 123-bis, second paragraph, of the Consolidated Law on Financial Intermediation) . 7 |
| 3.2 | Duties of the Remuneration Committee 8 |
| 4. | REMUNERATION POLICY 8 |
| 4.1 | Executive Directors 9 |
| 4.2 | Non-Executive Directors 11 |
| 4.3 | Compensation for participation in committees 11 |
| 4.4 | General Manager 11 |
| 4.5 | Executives with strategic responsibilities 11 |
| 4.6 | Benefits in kind 13 |
| 4.7 | Equity incentive schemes 13 |
| 4.8 | Lock-up agreements regarding financial instruments 13 |
| 4.9 | Compensation to Directors in the event of their dismissal or resignation, or loss of office following a public tender offer (pursuant to article 123-bis, paragraph 1, part (i), of the Consolidated Law on Financial Intermediation) 13 |
| 4.10 | Insurance and pension provision 14 |
| 4.11 | Remuneration policy with reference to Independent Directors, and the performance of particular duties. Deferred payment systems 14 |
| SECTION II 15 | |
| PART A 15 | |
| 1. | COMPENSATION TO THE BOARD OF DIRECTORS 15 |
| 2. | COMPENSATION TO THE BOARD OF STATUTORY AUDITORS 18 |
| 3. | COMPENSATION TO THE GENERAL MANAGER 19 |
|---|---|
| 4. | COMPENSATION TO EXECUTIVES WITH STRATEGIC RESPONSIBILITIES 19 |
| SECTION II 20 | |
| PART B 20 | |
| 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 21 |
|
| Table 3B (Form 7-bis): Cash-based incentive schemes for members of the Board of Directors 30 |
|
| Table 1 (Form 7-ter): Shares owned by members of the Board of Directors and the Board of Statutory Auditors…………………………………………………………………………31 |
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.
Civil Code: the Italian Civil Code.
Code of Governance: The Code of Governance for listed companies as approved in March 2006 (as subsequently amended) by the Corporate Governance Committee and endorsed by Borsa Italiana, the Italian Banking Association (ABI), Italy's National Association of Insurance Firms (ANIA), the representative association of the Italian investment management industry (Assogestioni), the Association of Italian Listed Companies (Assonime), and Italy's principal business association, Confindustria, available to the public at www.borsaitaliana.it.
Issuers' Regulations: the Regulations issued by CONSOB under its Resolution No. 11971 of 1999 (as amended) concerning the regulations on issuers.
Consolidated Law on Financial Intermediation: Legislative Decree No. 58 of 24 February 1998, as amended.
"Adjusted EBITDA" indicates the adjusted EBITDA that will be proposed from the Remuneration Committee and defined by the Board of Directors for the purpose of the remuneration policy.
Financial Year 2016: the financial period ended on 31 December 2016.
Financial Year 2017: the financial period ending on 31 December 2017.
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.
Market Rules: the market rules applicable to the markets organised and managed by Borsa Italiana.
Report: this remuneration report, prepared pursuant to article 123-bis of the Consolidated Law on Financial Intermediation, and article 84-quater of Issuers' Regulations.
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 Company's Remuneration Committee, the latter having been set up in accordance with the Market Rules in connection with the Company's admission to and continued presence as issuer on the STAR segment of the Milan Stock Exchange. More specifically, each of the above bodies has particular functions, as described below.
In respect of remuneration, the Shareholders' Meeting:
In respect of remuneration, the Board of Directors:
determines, at the 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 at the proposal of the Remuneration Committee;
Information regarding the duties and the role of the Remuneration Committee may be found in section 1, paragraph 3, of this Report.
In respect of remuneration, the Executive Directors:
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 of Directors with particular duties more generally; as part of that process, the Board assesses the proposals the Remuneration Committee submits to the Board of Directors for consistency with the general remuneration policy.
In addition, 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.
The Company did not base itself upon the remuneration policy of any other companies in reaching its own general remuneration policy.
The remuneration policy that the Company applies is intended to ensure competitiveness with the reference market, to provide appropriate means of assessing performance, and to align the interests of the executive directors and executives with strategic responsibilities with the pursuit of the Company's main objective, the creation of shareholder value in the medium to long term, through the creation of a powerful connection between individual performance and individual remuneration. The principles underlying the remuneration policy applied to the Company, the objectives pursued and the remuneration policy are consistent with the remuneration policy applied to the Company in the past.
As at the date of this Report, the Company's Remuneration Committee is comprised of three Directors, namely Ivano Accorsi, chair of the Committee, and Sara Fornasiero, both Non-Executive Independent Directors of the Company, and Angelo Iori, Non-Executive Director.
The meeting of the Board of Directors of 29 April 2016 decided that each of the Remuneration Committee's members will receive annual gross compensation of Euro 7,500 in each of the three financial years ended and ending as at 31 December 2016, 2017 and 2018.
The Remuneration Committee is governed by its own internal rules, which provide inter alia that the Company's Managing Director may take part in its meetings, but he may not vote upon the Committee's business, and he must not attend if the discussions or resolutions regard proposals as to his own remuneration.
In Financial Year 2016, the Remuneration Committee held three meetings with an average duration of 39 minutes. During Financial Year 2016 and until expiry of their term on 29 April 2016, Mr Alessandro Ovi and Mr Tommasi attended 100% of the meetings. Likewise, starting from the date of their appointment on 29 April 2016, Mr Ivano Accorsi, Ms Sara Fornasiero e Mr Angelo Iori attended 100% of the meetings. The meetings were attended also by the members of the Board of Statutory Auditors.
The Remuneration Committee is expected to meet at least once during current financial year. The meetings of the Remuneration Committee were duly minuted.
The Remuneration Committee is responsible for preparing proposals and providing opinions to the Board of Directors regarding the remuneration of the Managing Director and directors with specific duties, as well as the establishment of performance objectives in connection with the variable component of such remuneration. Members of the Remuneration Committee who are directly affected by particular proposals are required to be absent for the duration of their consideration. The Committee periodically also evaluates the criteria used to determine the remuneration of executives with strategic responsibilities, monitoring their application and making general recommendations in this area; it also monitors the application of adopted decisions by the Board of Directors, in particular with respect to the actual achievement of performance objectives.
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. 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 2016, the Remuneration Committee submitted proposals to the Board of Directors on the remuneration of the Chief Executive Officer, Mr Stefano Landi, of the Managing Director, Mr Claudio Carnevale, and of the General Manager, Mr Cristiano Musi, 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 Managing Director and the other Executive Directors for the financial year ended 31 December 2016.
Under the Company's articles of association, the Board of Directors is granted emoluments by the Shareholders' Meeting, which may comprise both a fixed and variable component, the latter being linked to the achievement of specific objectives and/or the Company's financial results.
The Company believes that the remuneration policy as approved by the Board of Directors is consistent with the pursuit of medium to long-term interests of the Issuer. In particular, the Board of Directors established that the variable part of the remuneration shall represent a considerable percentage of the overall remuneration also with regard to the fixed component. Furthermore, a major portion of such a variable component shall be linked to specific and strategic performance objectives of the Company, such as for example the EBITDA and the revenues, financial figures which can be clearly appreciated by the market.
Compliance with the pursuit of medium to long-term interests of the Issuer is also guaranteed by the terms of payment of the variable component, which is paid according to progressive thresholds based on the performance objectives reached. Consequently, in the event that all the objectives are achieved, the maximum amount of the variable component is paid as variable remuneration; conversely if none of the performance objectives is achieved, no amount is paid as variable remuneration.
Lastly, compliance with the pursuit of long-term interests of the Issuer is also guaranteed by the provision, whereby a portion of the variable remuneration must be also computed on the Adjusted EBITDA increase (in absolute terms) overall recorded in the three-year period 2016-2018 against the increase foreseen, for the same period, in the multi-year business plan (2016-2020) whose update has been approved by the Board of Directors on 30 December 2016. In this event, the variable portion of the remuneration will be paid only at the end of the three-year period, provided that the recipient's relation with the Company is continuing.
In any event, the maximum amount of the variable remuneration shall be limited to Euro 2,000,000, for the three-year period and for all Executive Directors.
Having regard to this aspect, the Board of Directors may provide, by way of separate regulations, specific procedures to protect the Company and the directors and executives with strategic responsibilities in the event of early termination of their relation for specific causes (for instance, resignation and/or revocation for cause or without cause, force majeure circumstances, etc.).
The Board of Directors confirmed the remuneration policy in respect of the relevant variable component for directors and executives for Financial Year 2017 consistently with the remuneration policy approved for Financial Year 2016, without prejudice to the due alignment and update of the policy to the Company's business development.
Subject to the Board of Directors' power under article 2389, third paragraph, of the Civil Code to grant further remuneration to those Directors who hold particular duties, the fixed component of Executive Directors' remuneration was established by the Shareholders' Meeting of 29 April 2016.
In terms of the variable component, the Market Rules for inclusion on the STAR segment require the Company to establish a Remuneration Committee, and for a significant part of the remuneration of Executive Directors and other senior executives to be incentive-based.
Consequently, at the meeting of the Board of Directors of 27 March 2017, the Remuneration Committee informed the Board that it considered that the additional requirement for companies listed on the STAR segment, regarding the variable component in the remuneration of Executive Directors and executives with strategic responsibilities, meant that particularly challenging objectives should be set, and payment of the variable component for Financial Year 2017 should depend upon their achievement. The Remuneration Committee proposed that it would identify those objectives bearing in mind, inter alia, the role played by the Executive Directors and the senior executives with strategic responsibilities, the demands made upon them by their duties, and the Company's position in the market, its size, and its prospects for growth.
On the basis of the indications provided by the Remuneration Committee, the meeting of the Board of Directors of that same day emphasised how payment of the variable component had to be determined in a manner that: (i) took account of the requirement that a significant part of the remuneration of Executive Directors should be linked to the financial results achieved by the Company and/or the achievement of objectives previously identified by the Board of Directors; and (ii) be such as to ensure that the Executive Directors' interests aligned with the pursuit of the Company's main objective, the creation of shareholder value in the medium to long term. More particularly, the Board of Directors resolved, with the Board of Statutory Auditors' consent, in favour of the payment to 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. In particular, the Board of Directors further established the following:
(f) the maximum amount of the overall variable remuneration, for the three-year period and for all Executive Directors, is determined in Euro 2,000,000.
The gross annual remuneration of the Company's Non-Executive Directors will not be linked to the Company's achievement of any financial results but rather upon the commitment required of each such person in the performance of their duties.
By a resolution of the Board of Directors dated 29 April 2016, the Company decided upon a specific compensation equal to Euro 7,500.00 to those Directors who are also members of a committee within the Board, namely the Audit and Risk Committee and the Remuneration Committee.
In the Board of Directors' meeting of 10 November 2016, Mr Musi was appointed as general manger of the Company. By way of the same resolution, the Board of Directors established to grant to Mr Musi an overall annual gross remuneration of Euro 300,000.00, payable in thirteen monthly payments, as compensation for his office as executive and general manager of the Company, as well as an annual variable compensation payable upon attainment of the objectives to be established from time to time by the Board of Directors, upon consultation of the Remuneration Committee, and subject to his employment relation as an executive being in place on the relevant payment date, provided that (a) if the objectives set from time to time are attained, the annual variable remuneration shall not exceed 40% of his overall annual gross remuneration (to be paid with the terms and mechanisms provided for the Executive Directors), before tax on natural persons and applicable social security contributions; and (b) if the objectives set from time to time are attained in part, the annual variable remuneration will be reduced correspondingly.
With regard to the variable component of remuneration for those executives with strategic responsibilities (other than the general manager) which is a requirement for obtaining and maintaining listing on the STAR segment, the current legislative and regulatory environment requires a significant part of remuneration for executives with strategic responsibilities to be incentive-based, with payment conditional upon achievement of individual or business-wide objectives.
In that light, and on the basis of the indications provided by the Remuneration Committee, the Board of Directors resolved at its meeting of 27 March 2017 that the executives with strategic responsibilities, that could be identified from time to time, would receive a variable component of remuneration that would be 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:
period, by the multi-year business plan (2016-2020) whose updated has been approved by the Board of Directors on 30 December 2016. Said remuneration is equal to 5% of the above increase up to a maximum amount of such further variable payable remuneration which may not exceeding twice the average of the annual gross remuneration for the three-year period. Such variable portion of the remuneration will be paid only at the end of the three-year period, provided that the recipients have an ongoing relation with the Company, without prejudice for the Board of Directors to provide specific procedures to protect the Company and its executives with strategic responsibilities in the event of early termination of such relation for specific causes (for instance, resignation and/or revocation for cause or without cause, force majeure circumstances, etc.).
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 any other executives with strategic responsibilities, as no other executives are vested with powers or direct or indirect responsibilities in respect of the planning, management and control of the Company.
Under the Company's general remuneration policy, some members of the Board of Directors, the General Manager and the executives with strategic responsibilities receive benefits in kind, such as a company car. The terms of such arrangements are agreed with the personnel department.
As at the date of this Report, there are no securities-based incentive schemes in place with the members of the Board of Directors, employees and independent contractors of the Company, or members of the Boards of Directors, employees and contractors of other controlling companies or subsidiaries.
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.
As at the date of this Report, there are no agreements in place between the Company and any members of the Board of Directors that provide for the payment of compensation in the event of their dismissal, resignation, and/or revocation of their office for reasons other than gross misconduct or breach of contract, or for loss of office following a public tender offer.
The Company's remuneration policy does not provide for any insurance or pension provision in addition to those required by law.
As at the date of this Report, the Company does not have a remuneration policy with reference to Independent Directors, the conduct of particular duties.
Having regard to deferred payment systems, the Board of Directors established that a portion of the variable remuneration of directors and executives with strategic responsibilities (i.e. the portion computed on the increase – in absolute terms - of the EBIT attained at the end of the three-year period 2016-2018 compared to the overall increase, for the same period, as foreseen in the Business Plan approved by the Board of Directors of 9 March 2016, based on a pre-set percentage) be paid to the recipients at the end of the three-year period provided that their relation with the Company is continuing.
The Board of Directors' meeting of 29 April 2016 resolved to award to Mr Stefano Landi (i) gross fixed annual compensation of Euro 100,000 for his role as Chairman of the Board of Directors and (ii) gross fixed compensation of Euro 200,000 for Financial Year 2016 as Director in charge of special roles.
During Financial Year 2016, the Chairman of the Board of Directors, Mr Stefano Landi, received also non-monetary benefits for Euro 6,599, corresponding to the value of compensation in kind, and Euro 5,000 as attendance fees for his attendance at the meetings of the Board of Directors.
Mr Stefano Landi also received compensation of Euro 20,000 as Chairman of the Board of Directors of the subsidiary companies Lovato Gas S.p.A and SAFE S.p.A.
In consideration of the failure to achieve the performance objectives set for the Financial Year 2016, Chief Executive Officer Mr Stefano Landi did not receive any variable remuneration.
The Board of Directors' meeting of 29 April 2016 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.
In the course of the Financial Year 2016, Ms Giovanna Domenichini received also Euro 3,500 as attendance fees for her attendance at the meetings of the Board of Directors.
The Board of Directors' meeting of 29 April 2016 resolved to award to the Executive Director Mr Claudio Carnevale (i) gross fixed annual compensation of Euro 12,500 for his role as Director and (ii) gross fixed compensation of Euro 200,000 on a yearly basis for Financial Year 2016, for his role as Director in charge of special roles.
During Financial Year 2016, the Executive Director Mr Claudio Carnevale received compensation of Euro 213,333 (including remuneration for the period 1 January 2016 through 29 April 2016), non-monetary benefits of Euro 3,663, corresponding to the value of compensation in kind, Euro 3,500 as attendance fees for his attendance at the meetings of the Board of Directors and Euro 5,000 for his role as director of subsidiary company Emmegas S.r.l.
In consideration of the failure to achieve the performance objectives set for Financial Year 2016, Managing Director Mr Claudio Carnevale did not receive any variable remuneration.
The meeting of the Board of Directors of 29 April 2016 resolved to award to Non-Executive Director, Ms Silvia Landi, gross fixed annual compensation of Euro 12,500.
Starting from the date of her appointment on 29 April 2016, Non-Executive Director Ms Silvia Landi received a remuneration of Euro 8,459 for the period of her office during Financial Year 2016, and Euro 3,000 as attendance fees for her attendance at the meetings of the Board of Directors.
The meeting of the Board of Directors of 29 April 2016 resolved to award to Non-Executive Director, Mr Angelo Iori, gross fixed annual compensation of Euro 12,500.
Starting from the date of his appointment on 29 April 2016, Non-Executive Director Mr Angelo Iori received compensation of Euro 8,459 for the period of his office in Financial Year 2016, Euro 3,500 as attendance fees for his attendance at the meetings of the Board of Directors, and Euro 10,151 as compensation as member of the Audit and Risk Committee and the Remuneration Committee.
The meeting of the Board of Directors of 29 April 2016 resolved to award to Non-Executive Director, Mr Anton Karl, a gross fixed annual compensation of Euro 12,500.
Starting from the date of his appointment on 29 April 2016, Non-Executive Director Mr Anton Karl received compensation of Euro 8,459 for the period of his office in Financial Year 2016, as well as Euro 3,500 as attendance fees for his attendance at the meetings of the Board of Directors.
The Board of Directors' meeting of 29 April 2016 resolved to award to Independent Director, Ms Sara Fornasiero, gross fixed annual compensation of Euro 12,500.
Starting from the date of her appointment on 29 April 2016, Independent Director Ms Sara Fornasiero received compensation of Euro 8,459 for the period of her office in Financial Year 2016, Euro 3,500 as attendance fees for her attendance at the meetings of the Board of Directors, as well as Euro 10,151 as compensation as member of the Audit and Risk Committee and the Remuneration Committee.
The Board of Directors' meeting of 29 April 2016 resolved to award to Independent Director, Mr Ivano Accorsi, gross fixed annual compensation of Euro 12,500.
Starting from the date of his appointment on 29 April 2016, Independent Director Mr Ivano Accorsi received compensation of Euro 8,459 for the period of his office in Financial Year 2016, Euro 3,500 as attendance fees for his attendance at the meetings of the Board of Directors, as well as Euro 10,151 as compensation as member of the Audit and Risk Committee and the Remuneration Committee.
The Board of Directors' meeting of 24 April 2013 resolved to award to Non-Executive Director Mr Herbert Paierl gross fixed annual compensation of Euro 15,000.
The Director ceased from office on 29 April 2016 due to the expiry of his term and received compensation of Euro 4,877 for the period of his office in Financial Year 2016, as well as Euro 1,000 as attendance fees for his attendance at the meetings of the Board of Directors.
The Board of Directors' meeting of 24 April 2013 resolved to award to Non-Executive Director Ms Antonia Fiaccadori gross fixed annual compensation of Euro 15,000.
The Director ceased from office on 29 April 2016 due to the expiry of her term and received compensation of Euro 4,877 for the period of her office in Financial Year 2016, as well as Euro 1,000 as attendance fees for her attendance at the meetings of the Board of Directors.
In addition, during Financial Year 2016, Ms Antonia Fiaccadori received compensation of Euro 16,667 for her role as managing director of subsidiary company AUB S.p.A. and non-monetary benefits of Euro 1,138.
Non-Executive Director Ms Antonia Fiaccadori received also fixed remuneration as employee of Euro 29,693 before social security contributions and taxes, save for collective social security contributions payable by the Company and amount set aside to severance indemnity provision.
Finally, Non-Executive Director Ms Antonia Fiaccadori received Euro 158,000 following termination of her employment in Landi Renzo effective from 29 April 2016.
The Board of Directors' meeting of 24 April 2013 resolved to award to Independent Director Mr Alessandro Maria Ovi gross fixed annual compensation of Euro 15,000.
The Director ceased from office on 29 April 2016 due to the expiry of his term and received compensation of Euro 4,877 for the period of his office in Financial Year 2016, Euro 1,000 as attendance fees for his attendance at the meetings of the Board of Directors and Euro 3,251 as compensation as member of the Audit and Risk Committee and the Remuneration Committee.
The Board of Directors' meeting of 24 April 2013 resolved to award to Independent Director Mr Tomaso Tommasi di Vignano gross fixed annual compensation of Euro 15,000.
The Director ceased from office on 29 April 2016 due to the expiry of his term and received compensation of Euro 4,877 for the period of his office in Financial Year 2016, Euro 500 as attendance fees for his attendance at the meetings of the Board of Directors and Euro 3,251 as compensation as member of the Audit and Risk Committee and the Remuneration Committee.
The ordinary Shareholders' Meeting of 29 April 2016 resolved to award to the Chair of the Board of Statutory Auditors Ms Eleonora Briolini gross annual compensation of Euro 35,000 and provide reimbursement of such documented expenses incurred in the performance of such duties.
In Financial Year 2016 Mr Eleonora Biolini received compensation of Euro 35,000, inclusive of compensation for the period 1 January 2016 through 29 April 2016.
The ordinary Shareholders' Meeting of 29 April 2016 resolved to award to acting Statutory Auditor Mr Massimiliano Folloni gross annual compensation of Euro 25,000 and provide reimbursement of such documented expenses incurred in the performance of such duties.
The Auditor was appointed on 29 April 2016 and received compensation of Euro 16,667 for the period of his office in Financial Year 2016.
In addition, for Financial Year 2016 Mr Massimiliano Folloni received compensation of Euro 40,000 for his role as Chair of the Board of Statutory Auditors in subsidiary companies Lovato Gas S.p.A. and AEB S.p.A and for his role as acting Statutory Auditor in subsidiary company SAFE S.p.A.
The ordinary Shareholders' Meeting of 29 April 2016 resolved to award to acting Statutory Auditor Ms Diana Rizzo gross annual compensation of Euro 25,000 and provide reimbursement of such documented expenses incurred in the performance of such duties.
The Auditor was appointed on 29 April 2016 and received compensation of Euro 16,667 for the period of his office in Financial Year 2016.
The ordinary Shareholders' Meeting of 24 April 2013 resolved to award to acting Statutory Auditor Mr Luca Gaiani gross annual compensation of Euro 25,000 and provide reimbursement of such documented expenses incurred in the performance of such duties.
The Auditor ceased from office on 29 April 2016 due to the expiry of his term and received compensation of Euro 8,333 for the period of his office in Financial Year 2016.
In addition, for Financial Year 2016 Mr Luca Gaiani received compensation of Euro 30,000 as acting Statutory Auditor of subsidiary companies Lovato Gas S.p.A., SAFE S.p.A. and AEB S.p.A..
The ordinary Shareholders' Meeting of 24 April 2013 resolved to award to acting Statutory Auditor Ms Marina Torelli gross annual compensation of Euro 25,000, and provide reimbursement of such documented expenses incurred in the performance of such duties.
The Auditor ceased from office on 29 April 2016 due to the expiry of her term and received compensation of Euro 8,333 for the period of her office in Financial Year 2016.
In addition, for the period 2016 Ms Marina Torelli received compensation of Euro 45,000 (i) as chair of the Board of Statutory Auditors of subsidiary company SAFE S.p.A., (ii) as acting Statutory Auditor of subsidiary companies Lovato Gas S.p.A. and AEB S.p.A. and (iii) as sole Auditor of subsidiary company Eighteen Sound S.r.l.
The Board of Directors' meeting of 10 November 2016 approved employment of Mr Cristiano Musi as executive of the Company and his appointment as General Manager starting from 12 December 2016. By way of same resolution, it resolved to pay to Mr Musi an aggregate gross annual remuneration of Euro 300,000.00.
Accordingly, starting from 12 December 2016, General Manager Mr Musi received compensation of Euro 17,327 as remuneration for his role as General Manager and non-monetary benefits of Euro 149.34 corresponding to the value of compensation in kind.
In consideration of Landi Renzo's corporate and organizational structure, the Company didn't deem it necessary to identify any other executives with strategic responsibilities, in addition to General Manager Mr Musi, 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 2016, 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 ) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fu l l n am e |
O f f ice he l d |
Pe io d for r h ic h w f f ice is o he l d |
Ex iry f p o f ter m o f f ice o |
F ixe d ion sat co mp en |
Co ion sat mp en for ic ip ion t at p ar in itt co mm ees |
Va ia b le ity r no n e q u ion sat co mp en |
No n. tar mo ne y be f its ne |
Ot he r ion sat co mp en |
To l ta |
Fa ir v lue f a o ity eq u ion sat co mp en |
Co io sat mp en d o f t e n a n f f ice o or up on ina ion ter t m f o loy nt em p me |
|
| Bo d o f D ire ar |
cto rs |
|||||||||||
| G iov an na Do ic h in i me n |
Ho no rar y ha irm C an Co sat mp en ing he t p rep ar |
0 1 / 0 1 / 2 0 16 - 3 1 / 1 2 / 2 0 16 ion fro he t m co f ina ia l st ate nc |
l Ap p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 mp an y nts me |
5, 1 0 0 0 lum (em ) ent o s 3, 5 0 0 (a da tte n nc e fee ) s |
Bo nu s d o he t an r inc ive ent s |
f it Pro ha ing s r |
5 1 8, 0 0 |
|||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
||||||||||
| To l ta |
2 1 8, 5 0 0 |
1 8, 5 0 0 |
||||||||||
| Ste fan o |
C ha irm an f t he o |
0 1 / 0 1 / 2 0 16 - |
Ap l p rov a f o |
Bo nu s d o he t an r |
f it Pro |
1 Figures shown in the tables are in Euro.
2 Compensation shown refers to the aggregate for the period 01/01/2016 – 29/04/2016 and 29/04/2016 – 31/12/2016
| i La d n |
Bo d o f ar D ire cto rs |
3 1 / 1 2 / 2 0 16 |
f ina ia l nc sta tem ent s 2 0 1 8 |
inc ive ent s |
ha ing s r |
||||
|---|---|---|---|---|---|---|---|---|---|
| Co sat mp en ing p rep ar |
ion fro he t m he f ina ia l t nc |
co mp an y sta tem ent s |
3 0 0, 0 0 0 (em lum ) ent o s 5, 0 0 0 (a da tte n nc e fee ) s |
6, 5 9 9 |
3 1 1, 5 9 9 |
||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
2 0, 0 0 0 |
2 0, 0 0 0 |
|||||
| l To ta |
3 3 3 1, 5 9 9 |
5 9 9 6, |
3 3 1, 5 9 9 |
||||||
| C io lau d Ca le rn ev a |
Ma ing na g D ire cto r |
0 1 / 0 1 / 2 0 16 - 3 1 / 1 2 / 2 0 16 |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 |
Bo nu s d o he t an r inc ive ent s |
Pro f i ha ing s r |
||||
| Co sat mp en ing he t p rep ar |
ion fro he t m co f ina ia l st ate nc |
mp an y nts me |
2 1 3, 3 3 3 (em lum ) ent o s 5, 0 0 0 (a da tte n nc e fee ) s |
3, 3 6 6 |
2 2 2, 9 9 6 |
||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
5, 0 0 0 |
5, 0 0 0 |
|||||
| To l ta |
4 2 2 3, 3 3 3 |
3, 6 6 3 |
2 26 9 9 6 , |
3 Compensation shown refers to the aggregate for the period 01/01/2016 – 29/04/2016 and 29/04/2016 – 31/12/2016
4 Compensation shown refers to the aggregate for the period 01/01/2016 – 29/04/2016 and 29/04/2016 – 31/12/2016
| S i lv ia La d i n |
D ire cto r Co sat mp en ing he t p rep ar |
2 9 / 0 4 / 2 0 16 - 3 1 / 1 2 / 2 0 16 ion fro he t m co f ina ia l st ate nc |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 mp an y nts me |
8, 4 5 9 (em lum ) ent o s |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
1 1, 4 5 9 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| 3, 0 0 0 (a da tte n nc e fee ) s |
||||||||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
||||||||
| l To ta |
5 5 1 1, 4 9 |
5 1 1, 4 9 |
||||||||
| An i lo Ior g e |
D ire cto r |
2 9 / 0 4 / 2 0 16 - 3 1 / 1 2 / 2 0 16 |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
|||||
| Co sat mp en ing he t p rep ar |
ion fro he t m co f ina ia l st ate nc |
mp an y nts me |
8, 4 5 9 (em lum ) ent o s 3, 0 0 0 (a fee ) tt. s |
6 1 0, 1 5 1 |
2 1, 1 0 6 |
|||||
| Co sat mp en l le d c ntr co o |
ion fro bs i d m su ies om p an |
iar ies d an |
||||||||
| To l ta |
1 1, 4 5 9 |
2 1, 6 1 0 |
5Compensation shown refers to the aggregate for the period 01/01/2016 – 29/04/2016 and 29/04/2016 – 31/12/2016.
6 Mr Angelo Iorio is a member of (i) the Audit and Risk Committee (for this office he receives annual gross compensation of Euro 7,000 and (ii) the Remuneration Committee (for this office he receives annual gross remuneration of Euro 7,000).
| An Ka l ton r |
D ire cto r Co sat en |
2 9 / 0 4 / 2 0 16 - 3 1 / 1 2 / 2 0 16 ion fro he t m co |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 an |
8, 4 5 9 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
1 1, 9 5 9 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| mp ing he t p rep ar |
f ina ia l st ate nc |
mp y nts me |
(em lum ) ent o s 3, 0 0 0 (a fee ) tt. s |
|||||||
| Co sat mp en l le d c ntr co o |
ion fro bs i d m su ies om p an |
iar ies or |
||||||||
| To l ta |
1 1, 9 5 9 |
1 0, 0 0 0 |
1 1, 9 5 9 |
|||||||
| Sa ra ier Fo rn as o |
In dep de en D ire nt cto r |
2 9 / 0 4 / 2 0 16 - 3 1 / 1 2 / 2 0 16 |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
|||||
| Co sat mp en ing he t p rep ar |
ion fro he t m co f ina ia l st ate nc |
mp an y nts me |
8, 4 5 9 (em lum ) ent o s 3, 5 0 0 (a da tte n nc e fee ) s |
7 1 0, 1 5 1 |
2 2, 1 1 0 |
|||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
||||||||
| To l ta |
1 1, 9 5 9 |
7 Ms Sara Fornasiero is a member of (i) the Audit and Risk Committee (for this office she receives annual gross compensation of Euro 7,500 and (ii) the Remuneration Committee (for this office she receives annual gross remuneration of Euro 7,500) and (iii) the Committed for transactions with related parties.
| Iva no Ac i co rs |
In dep de nt en D ire cto r Co ion sat mp en ing he t p rep ar |
2 9 / 0 4 / 2 0 16 - 3 1 / 1 2 / 2 0 16 fro he t m co mp f ina ia l st ate nc |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 an y nts me |
8, 4 5 9 (em lum ) ent o s |
8 1 0, 1 5 1 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Co ion sat mp en f f i l iat a es To l ta |
fro bs i d iar m su |
ies d an |
fee 3, 5 0 0 (a ) tt. s 1 1, 9 5 9 |
|||||||
| He be rt r ier Pa l |
D ire cto r |
0 1 / 0 1 / 2 0 16 - 2 9 / 0 4 / 2 0 16 |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 5 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
|||||
| Co ion sat mp en ing he t p rep ar |
fro he t m co mp f ina ia l st ate nc |
an y nts me |
4, 8 7 7 (em lum ) ent o s 1, 0 0 0 (a da tte n nc e fee ) s |
5, 8 7 7 |
||||||
| Co ion sat mp en f f i l iat a es |
fro bs i d iar m su |
ies d an |
||||||||
| l To ta |
5, 8 7 7 |
5, 8 7 7 |
8 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 Commitee (for this office he receives annual gross remuneration of Euro 7,500) and (iii) the Committed for transactions with related parties.
| An ia ton F iac do i ca r |
D ire cto r Co ion sat mp en ing he t p rep ar |
0 1 / 0 1 / 2 0 16 - 2 9 / 0 4 / 2 0 16 fro he t m co mp f ina ia l st ate nc |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 5 an y nts me |
4, 8 7 7 (em lum ) ent o s 1, 0 0 0 (a fee ) tt. s |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
3 2, 5 7 0 |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| 9 2 9, 6 9 3 |
10 1 5 8, 0 0 0 |
|||||||||
| Co ion sat mp en f f i l iat a es |
fro bs i d iar m su |
ies d an |
16 6 6 7 , |
1, 1 3 8 |
1 7, 8 0 5 |
|||||
| To l ta |
4 9, 2 3 7 |
1, 1 3 8 |
5 0, 3 7 5 |
1 5 8, 0 0 0 |
||||||
| A les dr san o M ia Ov i ar |
D ire cto r |
0 1 / 0 1 / 2 0 16 - 2 9 / 0 4 / 2 0 16 |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 5 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
|||||
| Co ion sat mp en ing he t p rep ar |
fro he t m co mp f ina ia l st ate nc |
an y nts me |
4, 8 7 7 (em lum ) ent o s fee 1, 0 0 0 (a ) tt. s |
11 3, 2 5 1 |
9, 1 2 8 |
|||||
| Co ion sat mp en f f i l iat a es |
fro bs i d iar m su |
ies d an |
||||||||
| l To ta |
5, 8 7 7 |
3, 2 5 1 |
1 2 8 9, |
9This compensation was received by Ms Fiaccadori as employee of Landi Renzo and executive with strategic responsibilities.
10This amount was received by Mr Fiaccadori following termination of employment with Landi Renzo.
11 Independent Director Mr Ovi is a member of (i) the Audit and Risk Committee (for this office he received annual gross compensation of Euro 5,000 and (ii) the Remuneration Committee (for this office he received annual gross remuneration of Euro 5,000) and (iii) the Committed for transactions with related parties.
| To ma so To i mm as d i V ig na no |
ire D cto r Co ion sat mp en ing he t p rep ar |
0 1 / 0 1 / 2 0 16 - 2 9 / 0 4 / 2 0 16 fro he t m co mp f ina ia l st ate nc |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 5 an y nts me |
4, 8 7 7 (em lum ) ent o s 5 0 0 (a fee ) tt. s |
12 3, 2 5 1 |
Bo nu s d o he t an r inc ive ent s |
f it Pro ha ing s r |
8, 6 2 8 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Co ion sat mp en f f i l iat a es |
fro bs i d iar m su |
ies d an |
||||||||
| To l ta |
5, 3 7 7 |
3, 2 5 1 |
8, 6 2 8 |
|||||||
| Bo d o f Sta ar |
Au d ito tut or y |
rs | ||||||||
| E leo no ra Br io l in i |
C ha irm an f t he o d o f Bo ar Sta tut ory Au d ito rs |
0 1 / 0 1 / 2 0 16 - 3 1 / 1 2 / 2 0 16 |
l Ap p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 |
Bo nu s d o he t an r inc ive ent s |
f it Pro ha ing s r |
|||||
| Co sat mp en ing he t p rep ar |
ion fro he t m co f ina ia l st ate nc |
mp an y nts me |
3 5, 0 0 0 |
3 5, 0 0 0 |
||||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
||||||||
| l To ta |
13 3 5, 0 0 0 |
3 5, 0 0 0 |
12 Independent Director Mr Ovi is a member of (i) the Audit and Risk Committee (for this office he received annual gross compensation of Euro 5,000 and (ii) the Remuneration Committee (for this office he received annual gross remuneration of Euro 5,000) and (iii) the Committed for transactions with related parties.
13Compensation shown refers to the aggregate for the period 01/01/2016 – 29/04/2016 and 29/04/2016 – 31/12/2016.
| M im i l ia ass Fo l lon i no |
ing Ac t sta tut ory |
2 9 / 0 4 / 2 0 16 - |
l Ap p rov a f f in. o |
Bo nu s d o he t an r |
f it Pro ha ing s r |
||||
|---|---|---|---|---|---|---|---|---|---|
| d ito au r |
3 1 / 1 2 / 2 0 16 |
sta tem ent s 2 0 1 8 |
inc ive ent s |
||||||
| Co sat mp en ing t p rep ar |
ion fro he t m co he f ina ia l st ate nc |
mp an y nts me |
16 6 6 7 , |
16 6 6 7 , |
|||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
4 0, 0 0 0 |
4 0, 0 0 0 |
|||||
| l To ta |
5 6, 6 6 7 |
5 6, 6 6 7 |
|||||||
| D ian R izz a o |
Ac ing t sta tut ory d ito au r |
2 9 / 0 4 / 2 0 16 - 3 1 / 1 2 / 2 0 16 |
Ap l p rov a f o f ina ia l nc sta tem ent s 2 0 1 8 |
Bo nu s d o he t an r inc ive ent s |
Pro f it ha ing s r |
||||
| Co sat mp en ing t p rep ar |
ion fro he t m co he f ina ia l st ate nc |
mp an y nts me |
16 6 6 7 , |
16 6 6 7 , |
|||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
|||||||
| To l ta |
16 6 6 7 , |
16 6 6 7 , |
|||||||
| Lu Ga ian i ca |
ing Ac t sta tut ory d ito au r |
0 1 / 0 1 / 2 0 16 - 2 9 / 0 4 / 2 0 16 |
l Ap p rov a f o f ina ia l nc sta tem ent s 2 0 1 5 |
Bo nu s d o he t an r inc ive ent s |
f it Pro ha ing s r |
||||
| Co sat mp en ing t p rep ar |
ion fro he t m co he f ina ia l st ate nc |
mp an y nts me |
8, 3 3 3 |
8, 3 3 3 |
|||||
| Co sat mp en f f i l iat a es |
ion fro bs i d m su |
iar ies d an |
3 0, 0 0 0 |
3 0, 0 0 0 |
|||||
| l To ta |
3 8, 3 3 3 |
3 8, 3 3 3 |
| M ina ar |
Ac ing t |
0 1 / 0 1 / 2 0 16 |
Ap l p rov a |
Bo nu s |
Pro f it |
||||
|---|---|---|---|---|---|---|---|---|---|
| To l l i re |
sta tut ory |
- | f o |
d o he t an r |
ha ing s r |
||||
| d ito au r |
2 9 / 0 4 / 2 0 16 |
f ina ia l nc |
inc ive ent s |
||||||
| sta tem ent s |
|||||||||
| 2 0 1 5 |
|||||||||
| Co sat mp en |
ion fro he t m co |
mp an y |
8, 3 3 3 |
8, 3 3 3 |
|||||
| ing he t p rep ar |
f ina ia l st ate nc |
nts me |
|||||||
| Co sat mp en |
ion fro bs i d m su |
iar ies d an |
4 5, 0 0 0 |
4 5, 0 0 0 |
|||||
| f f i l iat a es |
|||||||||
| To l ta |
5 3, 3 3 3 |
5 3, 3 3 3 |
|||||||
| Ge | l M ne ra an er |
||||||||
| ag | |||||||||
| Cr ist ian o |
Ge l ne ra |
1 0 / 1 1 / 2 0 16 |
Bo nu s |
f it Pro |
|||||
| M i us |
|||||||||
| Ma na g er |
- | d o he t an r |
ha ing s r |
||||||
| 3 1 / 1 2 / 2 0 16 |
inc ive ent s |
||||||||
| Co sat en |
ion fro he t m co |
an | 1 3 2 7 |
1 4 3 4 |
1 4 3 4 76 |
||||
| mp he t ar |
f ina ia l st ate nc |
mp y nts me |
7, | 9, | 7, | ||||
| ing p rep |
|||||||||
| Co sat en |
ion fro bs i d m su |
iar ies d an |
|||||||
| mp f f i l iat a es |
|||||||||
| To l ta |
1 7, 3 2 7 |
1 7, 4 76 3 4 , |
14The following tables reflect all cash-based incentive programmes, both short- and medium-to-long-term, and the figures are in Euro.
| Pro F (un der lut ion f 1 5 g ram me r eso o Ma h 2 0 1 1 ) rc |
- | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ( I I ) Co mp bs i d iar ies su an |
ion fro sat en m d a f f i l iat es |
||||||||
| ( I I I ) To l ta |
0 | 0 | |||||||
| C lau d io Ca le rn ev a |
ire D cto r |
b le i d Pa /p y a a |
fer d De re |
fer l p io d De ra er |
lon No g er b le p ay a |
b le i d Pa /p y a a |
i l l St de fer d re |
||
| ( ) Co ion I sat mp en ing co mp an y p rep ar sta tem ent s |
fro he t m he f ina ia l t nc |
(un der lut ion f 1 4 Pro A g ram me r eso o h Ma 2 0 16 ) rc |
0 | 0 | |||||
| Pro B (un der lut ion f 1 4 g ram me r eso o Ma h 2 0 1 5 ) rc |
0 | ||||||||
| Pro C (un der lut ion f 1 4 g ram me r eso o Ma h 2 0 1 4 ) rc |
0 | ||||||||
| Pro D (un der lut ion f 1 4 g ram me r eso o Ma h 2 0 1 3 ) rc |
0 | ||||||||
| Pro E (un der lut ion f 1 5 g ram me r eso o Ma h 2 0 1 2 ) rc |
0 | ||||||||
| der lut ion f Pro F (un 1 5 g ram me r eso o Ma h 2 0 1 1 ) rc |
- | ||||||||
| ( ) Co I I mp bs i d iar ies su an |
ion fro sat en m d a iat sso c es |
||||||||
| ( I I I ) To l ta |
0 | 0 |
| 1 T b l a e |
( F o r m |
) 7- t e r : |
S h a r e s |
d b o w n e |
b y m e m e r s |
f h t o e |
B d o a r |
f i D t o r e c o r s |
d h t a n |
B d e o a r |
f S t t t o a u o r y |
A i d t u o r s |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A F U L L N M E |
O C F F I E H E L D |
C O A M P N Y I N W H I C H S H A R E S A R E H E L D |
O N U M B E R F S H A R E S H E L D A T E N D O F P R E V I O U S F I N A N C I A L P E R I O D |
O N U M B E R F S H A R E S P U R C H A S E D |
O N U M B E R F S H A R E S S O L D |
O N U M B E R F S H A R E S H E L D A T E N D O F C U R R E N T F I N A N C I A L P E R I O D |
|---|---|---|---|---|---|---|
| C lau d io Ca le rn ev a |
ing ire M D tor an ag c |
d i S.p La Re A. n nz o |
2, 0 5 0 |
2, 0 5 0 |
||
| An lo Io i g e r |
D ire tor c |
La d i Re S.p A. n nz o |
1, 0 0 0 |
1, 0 0 0 |
||
| l An Ka ton r |
ire D tor c |
d i S.p La Re A. n nz o |
3 0 4 9. 7 9 |
0 1. 0 5 1 7 |
1. 0 1 0. 8 4 5 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.