Remuneration Information • Mar 13, 2017
Remuneration Information
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Prepa with A ared in accord rticle 84-qua dance with A ater of the Lis Article 123-te sting Rules a 1999 and s er of Legislat adopted by C subsequent a ive Decree n Consob with amendments no. 58 of 24 F Resolution no February 199 o. 11971 of 98 and 14 May
This do Remune ocument cont erazione". tains a true translation in English o of the docum ment in Itali ian "Relazion ne sulla
However Italian. r, for informa ation about Fie era Milano ref ference should d be made excl lusively to the original docu ument in
The Itali ian version of the "Relazione e sulla Remune erazione" shal ll prevail upon the English ve ersion.
10 March 2017 7
Fie era Milano S SpA
Ope Com rational and a mpanies Regist Registered administrative Sha ter, Tax code d office: Piazza headquarters are capital: Eu and VAT no. ale Carlo Magn : Strada Stata uro 42,445,14 13194800150 no, 1 - 20149 ale del Sempio 1.00 fully paid – Economic A Milan, Italy ne, 28 - 2001 d up Administrative 7 Rho (Milan) Register 1623 Italy 3812
The present Report on Remuneration (the "Report") has been prepared pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and Article 84-quater of the Listing Rules adopted by Consob with resolution no. 11971 of 14 May 1999 and subsequent amendments.
The Report on Remuneration is made up of two sections.
Section One of the Report on Remuneration describes and illustrates:
Section Two:
The Remuneration Policy adopted by the Company conforms to the recommendations of Article 6 of the Self-regulatory Code of July 2014 and applies to members of the Company Board of Directors and Executives with Strategic Responsibilities and of the subsidiary companies (the "Group").
The present Report has been deposited at the registered office and the operational and administrative offices of the Company, as well as at Borsa Italiana S.p.A, and is available on the Company website, www.fieramilano.it1 .
1 www.fieramilano.it/en/report‐remuneration
The Remuneration Policy is prepared annually by the Remuneration Committee and presented to the Board of Directors of the Company for its approval. Once it has been examined and approved, the Board of Directors puts it to a non-binding vote of the Shareholders' Meeting in accordance with Article 123-ter of the Consolidated Finance Act.
The Remuneration Committee also submits the application criteria of the Policy for the approval of the Board of Directors and oversees their implementation.
The Policy, prepared by the Remuneration Committee, was approved by the Board of Directors at its meeting on 10 March 2017 and will be put to a non-binding vote at the Ordinary Shareholders' Meeting convened just once on 21 April 2017.
The Board of Directors set up a Remuneration Committee within the Board of Directors for consultation, advice and recommendations. Specifically, the Remuneration Committee does the following:
Should the Remuneration Committee choose to use the services of a consultant to obtain information on market practice on remuneration policies, it chooses the consultant having first verified that the circumstances of the consultant can in no way compromise the independence of his/her opinion.
At the date of the present report, the members of the Remuneration Committee are:
The Company has not used any independent expert to prepare its Remuneration Policy.
(d) Principles and Aims of the Remuneration Policy
The corporate governance model of the Company employs clear and stringent rules to ensure adequate control of the remuneration policies in keeping with the criteria established by the Board of Directors and with the requirements of transparency, impartiality and objectivity.
Drawing up the Policy was a clear and transparent process in which the Remuneration Committee and the Board of Directors of the Company played central roles.
The Board of Directors, on the recommendation of the Remuneration Committee, approves the criteria for implementing the Remuneration Policy. The Policy defines the principles and guidelines used by the Board of Directors to determine the remuneration of:
The Remuneration Policy of the Company aims to:
In addition to these aims, when preparing the Policy other guidelines were taken into consideration, such as the difficult macro-economic environment and the consolidation phase of the recovery.
The Remuneration Policy described in the present Report incorporates the matters disclosed in advance at the Shareholders' Meeting of 29 April 2015 regarding the medium/long-term plans and the proposal made to the Shareholders' Meeting to authorise the Board of Directors, with the support of the Remuneration Committee, to implement a medium/long-term incentive plan based on financial securities during the 2016 financial year.
(e) Short-term fixed and variable components of remuneration
As regards the policies on fixed and variable components of remuneration, the Company makes a distinction between Executive Directors and Non-executive Directors.
The remuneration of Non-executive Directors with no specific responsibilities (including independent Directors) is composed of a fixed amount set by the Shareholders' Meeting. Non-executive Directors are also reimbursed for business expenses sustained.
Best practice and Article 6 of the Self-Regulatory Code both recommend that these Directors receive no remuneration related to the achievement of key performance objectives by the Company nor are they recipients of remuneration plans using financial securities.
Executive Directors not only receive the remuneration approved by shareholders at Shareholders' Meetings but also benefit from individual compensation plans. When appointed to specific posts or subsequently charged with certain responsibilities, or at a later date, the Board of Directors establishes the total remuneration to be paid to Executive Directors or to Directors with specific roles. On the basis of the total proposal, the Board of Directors, having consulted the Board of Statutory Auditors, decides - in accordance with Article 2389, third paragraph, of the Italian Civil Code – the fixed component of the remuneration of the Chairperson and the Chief Executive Officer.
In line with the above, the individual remuneration of the Chairperson has no variable component.
The remuneration package of the Chief Executive Officer is composed as follows: (i) a gross annual fixed sum made up of payment for the position of Chief Executive Officer and payment as an employee for the position of Director of the Company; and (ii) a short-term variable cash bonus paid to him for his role as an executive of the Company, receipt of which is dependent on the achievement of pre-established annual objectives – with consolidated gross operating profit and EBIT (earnings before interest and tax) having an equal weighting in the calculation of the bonus – strictly linked to the objectives of the budget, (iii) a medium/long-term variable component based on financial securities.
The Remuneration Committee verifies annually that the Group key performance objectives have been met for the previous financial year and on this basis formulates its recommendations to the Board of Directors. The Board of Directors, having consulted the Board of Statutory Auditors, decides the variable components of the remuneration paid to Executive Directors.
The medium/long-term incentive plan is structured as a stock option plan and uses shares made available for the plan that are treasury shares belonging to the Group.
Under the plan options will be granted free of charge to beneficiaries; the options are nontransferable and each one gives the right to purchase one (1) share under the terms and conditions of the Rules governing the plan at a price equal to the exercise price.
Under the Plan, the options will be granted in three tranches:
Under the Plan each tranche will have (i) a vesting period of three years, (ii) a further period of one year during which the beneficiary can exercise the Option (the exercise period).
The option rights will be attributed to the beneficiaries when certain conditions have been verified: the consolidated gross operating profit in each of the 2016, 2017, and 2018 financial years has reached those in the 2016-2019 Industrial Plan approved by the Board of Directors on 10 February 2016 and that the relationship between the beneficiary and the Company has continued during the intervening period.
The Plan will expire on 31 May 2023 or when the last beneficiary has exercised his/her rights to shares.
On 28 April 2016, the Shareholders' Meeting approved the Plan and gave the Board of Directors any powers necessary or appropriate for implementing the Plan, in particular (for example) the power (i) to approve the Rules and modify and/or amend them, (ii) identify the beneficiaries, (iii) determine the exercise price of the options, (iv) determine the number of options to be granted to each beneficiary, (v) grant the options to the beneficiary, (vii) ensure the preparation and/or finalisation of any document necessary or appropriate for the Plan or carry out any action, fulfil any obligation or formality and make any communication considered necessary or appropriate to manage and/or implement the Plan, and give the Board of Directors discretion to delegate its powers, roles and responsibilities for the execution and implementation of the Plan.
For the remuneration plan of the Chief Executive Officer, the weighting of the fixed component – calculated as the sum of his remuneration as Chief Executive Officer and for his role as an executive - has been structured using the following criteria:
(a) the fixed component does not exceed 75% of the expected total annual remuneration;
(b) the annual variable incentive, based on the degree to which the pre-established objectives' have been achieved or surpassed, does not represent more than 25% of the total annual fixed remuneration.
Furthermore, on the proposal of the Remuneration Committee, the Board of Directors can award extraordinary bonuses to Executive Directors linked to the success of operations deemed to be of particular value in strategic terms for the Company and the Group.
A fixed remuneration, which is set by the Board of Directors, is given to members of committees. Each member of a committee is entitled to be reimbursed for business expenses.
The principles and criteria described above for Executive Directors are also applicable to the remuneration of Executives with Strategic Responsibilities in order to attract, incentivise and retain highly qualified managers with a remuneration package that is competitive in the marketplace and that rewards the managerial merit of those involved and their contribution to the Company and to Group growth. The remuneration of Executives with Strategic Responsibilities is divided into a fixed component and a variable component and is aimed at creating sustainable value over the medium/long-term and guaranteeing a direct link between the remuneration itself and the specific objectives of the Company and of the Group.
The remuneration of Executives with Strategic Responsibilities currently consists of the following components: (i) a gross annual fixed sum; (ii) an annual variable short-term cash component recognised on the achievement of pre-established key performance objectives (management by objectives, "MBO" defined by a specific policy); (iii) from 2017, a medium/long-term variable component based on financial securities.
The fixed component of the remuneration is determined so as to ensure sufficient remuneration even when the variable components are not paid because the preestablished key performance objectives have not been achieved.
The short-term variable component allows the performance of the beneficiary to be valued annually. The targets of management by objectives (MBO) for Executives with Strategic Responsibilities and for other executives reporting directly to the Chief Executive Officer are set by the Chief Executive Officer in line with Company policies.
Payment of the short-term variable component is dependent on the subject reaching the activation criteria (on/off access conditions) and is linked to a quantitative parameter of annual profitability, the consolidated gross operating profit.
The Group sets a maximum ceiling to incentives payable if the targets are exceeded. In particular, the maximum MBO payable to Executives with Strategic Responsibilities and to other executives may not exceed 50% of the fixed gross annual remuneration.
Specifically, when determining the remuneration of Executives with Strategic Responsibilities, as with Executive Directors, the following criteria are followed:
(a) the fixed component does not exceed 75% of the expected total annual remuneration;
(b) the annual variable incentive, based on the degree to which the pre-established objectives have been met or surpassed, does not represent more than 40% of the expected total annual remuneration and, as already stated, may not exceed 50% of the fixed gross annual remuneration.
Executives with Strategic Responsibilities are beneficiaries of a medium/long-term plan that, together with already existing Management by Objective (MBO) system completes the range of instruments aimed at incentivising the key personnel of the Group.
It was felt that a plan based on a time horizon of at least three years would give greater involvement and incentivise the beneficiaries while encouraging them to focus on a lasting improvement in Group results. It was also felt that such a plan would increase their loyalty to the Company, enhance the retention rate and focus the attention of the key officers of the Company on attaining the strategic objectives.
Under the Plan, options will be granted free of charge to beneficiaries; the options are non-transferable and each one gives the right to purchase one (1) share under the terms and conditions of the Rules governing the plan at a price equal to the exercise price.
Under the Plan, the options will be granted in three tranches:
Under the plan each tranche will have (i) a vesting period of three years, (ii) a further period of one year during which the beneficiary can exercise the option (the exercise period).
The option rights will be attributed to the beneficiaries when certain conditions have been verified: the consolidated gross operating profit in each of the 2016, 2017, and 2018 financial years has reached those in the 2016-2019 Industrial Plan approved by the Board of Directors on 10 February 2016 and that the relationship between the beneficiary and the Company has continued during the intervening period.
The Plan will expire on 31 May 2023 or when the last beneficiary has exercised his/her rights to Shares
The above being stated, if the employment position/mandate is ended early and/or by the Company for justifiable reasons the right to the short and medium-term variable components of remuneration will lapse.
Lastly, in addition to the MBO plans, the Chief Executive Officer may in exceptional circumstances award one-off bonuses to executives for the completion of specific operations deemed to be exceptional in strategic terms and for their effects on the results of the Company and/or the Group and on the attainment of specific performance objectives.
Other Group executives and the marketing personnel will be subject to an evaluation of their performances, based on MBO plans, in line with Company policy. The performance objectives are established annually by their senior managers together with the Director of Organisation and Human Resources and may include, in addition to the results of the Company and/or Group, performance objectives linked to the economic and/or qualitative performance of the unit or business area to which they belong.
(f) Non-cash benefits
The Company gives non-cash benefits to directors in line with market best practice and reimburses their business expenses. They are also insured for the responsibilities they cover, save in criminal cases or for serious negligence and for accidents whether relating to professional activities or not, in accordance with the provisions relating to the mandate.
Please refer to paragraph (e) above.
(h) Financial Securities
Please refer to paragraph (e) above and to the section on remuneration plans based on financial securities on the Company website.
The Company has a risk management policy. Detailed information on this policy is given in the section "Risk factors affecting Fiera Milano Group" that is part of the Board of Directors' Management Report in the annual Financial Statements.
With regard to claw-back mechanisms, it should be noted that the variable remuneration is based on MBO plans which are not very complex and the underlying reference parameters cannot easily be manipulated by any single executive who is a beneficiary of the MBO plan.
Moreover, the remuneration Policy provides for claw-back mechanisms to be activated that request the return of the variable components of remuneration already distributed; or to withhold variable remuneration that is deferred if it was received on the basis of information that was subsequently found to be manifestly incorrect; or to request the return of all the incentives relating to a given financial year (or years) where it is found that the data used for the results that triggered the right to the incentives have been fraudulently altered, and/or that there have been intentional and serious breaches of the law and/or rules, of the Code of Ethics or the company rules that have relevance to have repercussions for the employment relationship or affect the underlying relationship, but without prejudice to any action permitted under the rules regarding the protection of the Company interests.
In the Remuneration Policy, the deferment mechanisms of the incentive plan based on financial securities under Article 114-bis of the Consolidated Finance Act are in line with the best practice of comparable markets and can involve vesting periods for the rights.
The Remuneration Policy includes no deferred payment system for the monetary components.
(k) Clauses for retaining financial instruments
Please refer to paragraph (h).
With the exception of the Chief Executive Officer of the Company, the Company does not agree contracts for Directors, Executives with Strategic Responsibilities and other executives that govern in advance the financial aspects of an earlier than expected termination of employment whether it be instigated by the Company or an individual (good leaver or bad leaver clauses).
In cases of termination of employment by the Group for reasons other than just cause, the standard procedure is to seek to reach a consensual agreement on the termination of employment. Subject to the legal and/or contractual requirements, agreements for termination of employment with the Group use the relevant reference benchmarks and adhere to the legal conditions and procedures of the country in which the contract was agreed.
When the administrative role of the Chief Executive Officer of the Company terminates he will receive compensation for the termination of his mandate in accordance with Article 17, paragraph 1, letter c) of the T.U.I.R. (Income tax consolidation) no. 917/1986; this is similar to the employee severance indemnity (TFR) under Article 2120 of the Italian Civil Code, which is recognised in law to Italian Group executives and which includes the contributions payable by the employer that would have been payable to insurance companies or pension funds for executive employee contracts; it is equal to one-twelfth for each year worked of the total emoluments received over the period of employment.
If, at the end of his mandate the Shareholders' Meeting reappoints the Chief Executive Officer as an executive but the Board of Directors of the Company does not give him the role of Chief Executive Officer, he is entitled to his employment as an executive remaining in force unless termination of this employment is also requested by the Company. Should this occur, the Company will pay a figure of Euro 400,000 gross for each of three annual periods as a redundancy incentive.
In line with best practice, Directors are insured for the responsibilities they cover, save in criminal cases or for serious negligence and for accidents whether relating to professional activities or not, in accordance with the provisions relating to the mandate. The Group executives, in addition to the obligatory policies, also have supplementary health insurance policies and travel insurance.
Please refer to paragraph (e) above.
The remuneration policy of the Company is not based on that of any other company. The subsidiaries apply the policies of the Company.
The Ordinary Shareholders' Meeting of 29 April 2015 approved the fixed remuneration of the Directors in line with market rates, while ensuring that determination of the special remuneration of Directors given specific roles should remain the competence of the Board of Directors in accordance with Article 17.7 of the Company Articles of Association.
At the Board meeting of 29 April 2015, the Board of Directors approved the remuneration of members of both the Control and Risk Committee and the Remuneration Committee. The Board of Directors also examined the recommendations of the Remuneration Committee, on which the Board of Statutory Auditors had given a favourable opinion pursuant to Article 2389, paragraph 3 of the Italian Civil Code, regarding the remuneration of the Chief Executive Officer and of the other Directors with specific roles – the Chairperson and the Vice Chairperson of the Company.
Non-executive Directors also receive an attendance fee for each Board meeting
The payments approved are unchanged on the payments made to the previous Board of Directors.
The Board of Directors are divided between:
During the meeting of the Board of Directors of 29 April 2015 at which the new members of the Board took up their appointments, the Chairperson of the Board of Directors, Roberto Rettani, in addition to legal representation and other duties under the law and the Company Articles of Association, was, in conjunction with the Chief Executive Officer, assigned the following functions:
The Chairperson, Mr Roberto Rettani, receives an annual fixed remuneration of Euro 90,000 for the responsibilities given him and a fixed remuneration of Euro 107,000 for his role as Chairperson.
The Director, Mr Attilio Fontana - appointed Deputy Vice Chairperson at the Board of Directors meeting of 29 April 2015 - receives an annual fixed remuneration of Euro 65,000 for the responsibilities carried out in addition to fixed remuneration of Euro 35,000.
The Director, Ms Licia Ronzulli – appointed Deputy Chairperson at the Board of Directors meeting of 29 April 2015 - receives an annual fixed remuneration of Euro 65,000 for the responsibilities carried out in addition to fixed remuneration of Euro 35,000.
The Chief Executive Officer, Mr Corrado Peraboni – appointed at the Board of Directors meeting of 29 April 2015 – was invested with all ordinary and extraordinary management powers except those that are the exclusive responsibility of the entire Board of Directors acting as a whole under Articles 17.1 and 17.2 of the Company Articles of Association.
The Chief Executive Officer receives an annual fixed remuneration of Euro 80,000 for his role as Chief Executive Officer in addition to the fixed remuneration of Euro 35,000 paid to him as a Director.
When the administrative role of the Chief Executive Officer of the Company terminates he will receive compensation for the termination of his mandate in accordance with Article 17, paragraph 1, letter c) of the T.U.I.R. (Income tax consolidation) no. 917/1986 that is similar to the employee severance indemnity (TFR – Trattamento Fine Rapporto) under Article 2120 of the Italian Civil Code; this is recognised in law to Italian Group executives and includes the contributions payable by the employer that would have been payable to insurance companies or pension funds for executive employee contracts and is equal to one-twelfth for each year worked of the total emoluments received over the period of employment.
If, at the end of his mandate, the Shareholders' Meeting reappoints the Chief Executive Officer as an executive but the Board of Directors of the Company does not give him the role of Chief Executive Officer, he is entitled to his employment as an executive remaining in force unless termination of this employment is also requested by the Company. Should this occur, the Company will pay a figure of Euro 400,000 gross for each of three annual periods as a redundancy incentive.
The Directors without specific roles are:
The remuneration recognised to Directors without specific roles and committee members is:
Euro 35,000 for each board Director;
Euro 22,500 for each member of the Control and Risk Committee;
In line with best practice, Directors without specific roles have no variable component in their remuneration.
Directors are reimbursed for business expenses and have an insurance policy in line with existing market practice save in criminal cases or for serious negligence or for accidents whether relating to professional activities or otherwise.
The members of the Board of Statutory Auditors are:
The remuneration is as follows:
When the Board of Directors was reappointed on 29 April 2015, the Director of Administration, Finance and Tax, also given his position as the Manager Responsible for preparing the Company Accounts, was identified as a Strategic Executive:
In addition to the annual gross remuneration (and the variable component linked to the MBO plan), the Director of Administration, Finance and Tax, also given his position as the Manager Responsible for preparing the Company Accounts, receives an amount equal to 20% of the annual gross remuneration pro rata temporis for the period that he holds this office.
He also receives other benefits that are typically paid to Group executives under normal market practice.
In 2016, the Executives with Strategic Responsibilities received no variable remuneration as under the Remuneration Policy approved by the Shareholders' Meeting on 29 April 2015 the objective for consolidated EBIT that would have triggered the variable distribution (MBO) was not achieved.
Due to the particularly strong results achieved in the 2015 financial year, it was decided to pay an extraordinary bonus of Euro 7,850 to all the Executives that was paid in May 2016.
In 2016, the minimum target of the plan (consolidated gross operating profit) was reached and, therefore, the MBO remuneration will be paid depending on individuals having attained their own targets. The remuneration of the Executives with Strategic Responsibilities of the Group is shown in the tables attached to the present Report.
(euro)
| d su Nam e an rnam e |
Posi tion |
Perio d in wh ich the posit ion held was |
Expi ry of m anda te |
Fixe d re ion erat mun |
ation Rem uner as a n loye emp e |
ndan Atte ce fee |
ation for Rem uner bers hip o f mem mitt com ees |
nd Bon us a othe r inc entiv es |
-cash Non ben efits |
Oth er ation rem uner |
l Tota |
Inde mnit yable at y pa end of m anda te o r on term inatio n of loym ent emp TFR |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Robe rto R etta ni * |
Chai rpers on |
1/1 - 31/ 12 |
Apri l 201 8 |
,000 197 |
- | 0 6,65 |
- | - | - | - | 203, 650 |
|
| Rem ation from the Com parin uner pany pre g |
197, 000 |
- | 0 6,65 |
- | - | - | - | 203, 650 |
||||
| the Finan cial S tate ts men |
||||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| * | ||||||||||||
| Corr ado Artu ro P erab oni * |
Chie f Exe cutiv e Of ficer Direc tor |
01/0 1 - 3 1/12 01/0 1 - 3 1/12 |
Apri l 201 8 l 201 8 |
,000 115 |
865 375, |
0 6,65 |
00 60,0 |
88 15,4 |
- | 003 573, |
41,8 24 |
|
| Rem ation from the Com parin uner pany pre g |
Apri | 115, 000 |
375, 865 |
0 6,65 |
- | 00 60,0 |
88 15,4 |
- | - 003 573, |
41,8 24 |
||
| the Finan cial S tate ts men |
||||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| Attil io Fo ntan a |
Dire ctor |
01/0 1/12 1 - 3 |
Apri l 201 8 |
00 35,0 |
6,30 0 |
41,3 00 |
||||||
| Dep uty V ice C hairp erso n |
01/0 1 - 3 1/12 |
Apri l 201 8 |
65,0 00 |
65,0 00 |
||||||||
| Mem ber of th e Re erat ion C ittee mun omm |
01/0 1/12 1 - 3 |
Apri l 201 8 |
00 22,5 |
- | 22,5 00 |
|||||||
| Rem ation from the Com parin uner pany pre g |
122, 500 |
- | 0 6,30 |
- | - | - | - | 800 128, |
- | |||
| the Finan cial S tate ts men |
||||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| Licia Ronz ulli |
Dire ctor |
01/0 1 - 3 1/12 |
Apri l 201 8 |
00 35,0 |
- | 6,30 0 |
41,3 00 |
|||||
| Vice Cha irper son Mem ber of th e Re ion C ittee erat |
01/0 1/12 1 - 3 01/0 1 - 3 1/12 |
Apri l 201 8 l 201 8 |
65,0 00 |
65,0 00 |
||||||||
| Rem ation from the Com parin uner |
mun omm |
Apri | 22,5 00 122, 500 |
0 6,30 |
22,5 00 128, 800 |
|||||||
| pany pre g the Finan cial S tate ts men |
- | - | - | - | - | |||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| Bigio Joy ce V ictor ia |
Dire ctor |
01/0 1/12 1 - 3 |
Apri l 201 8 |
00 35,0 |
6,30 0 |
41,3 00 |
||||||
| Chai f the Con trol and Risk rpers on o |
01/0 1 - 3 1/12 |
Apri l 201 8 |
22,5 00 |
22,5 00 |
||||||||
| ation from the Com parin Rem uner pany pre g |
Com mitt ee |
57,5 00 |
- | 0 6,30 |
- | - | - | - | 63,8 00 |
|||
| the Finan cial S tate ts men |
||||||||||||
| ation from sub sidia ries and ciate Rem uner asso s |
- | |||||||||||
| Rena to B orgh i |
Dire ctor |
01/0 1 - 3 1/12 |
Apri l 201 8 |
00 35,0 |
5,25 0 |
40,2 50 |
||||||
| Chai f the Con trol and Risk rpers on o |
01/0 1 - 3 1/12 |
Apri l 201 8 |
00 22,5 |
- | 22,5 00 |
|||||||
| Rem ation from the Com |
Com mitt ee ice C |
01/0 1 - 3 1/12 |
Apri l 201 8 |
00 | 0 | - | ||||||
| parin uner pany pre g the Finan cial S tate ts men |
Dep uty V hairp erso n |
57,5 | - | 5,25 | - | - | - | - | 62,7 50 |
|||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| Pier And rea C heva llard |
Dire ctor |
01/0 1/12 1 - 3 |
Apri l 201 8 |
00 35,0 |
5,95 0 |
40,9 50 |
||||||
| Mem ber of th e Su isory Boa rd perv |
01/0 1 - 2 8/10 |
Apri l 201 8 |
18,5 69 |
18,5 69 |
||||||||
| Rem ation from the Com parin uner pany pre g |
Apri l 201 8 |
69 53,5 |
- | 0 5,95 |
- | - | - | - | 59,5 19 |
|||
| the Finan cial S tate ts men |
||||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| Rom eo R obig lio |
Dire ctor |
01/0 1/12 1 - 3 |
Apri l 201 8 |
00 35,0 |
6,30 0 |
41,3 00 |
||||||
| Mem ber of th e Re erat ion C ittee mun omm |
01/0 1 - 3 1/12 |
Apri l 201 8 |
22,5 00 |
22,5 00 |
||||||||
| Com Rem ation from the parin uner pany pre g the Finan cial S |
01/0 1/12 1 - 3 |
Apri l 201 8 |
00 57,5 |
- | 0 6,30 |
- | - | - | - | 63,8 00 |
||
| tate ts men |
||||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- | |||||||||||
| Vinc Pat rizia Rutig liano enza |
Dire ctor |
01/0 1 - 3 1/12 |
Apri l 201 8 |
00 35,0 |
5,60 0 |
40,6 00 |
||||||
| Chai f the Con trol and Risk rpers on o |
01/0 1/12 1 - 3 |
Apri l 201 8 |
22,5 00 |
22,5 00 |
||||||||
| Rem ation from the Com parin uner pany pre g |
Com mitt ee |
57,5 00 |
- | 0 5,60 |
- | - | - | - | 63,1 00 |
|||
| the Finan cial S tate ts men |
||||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
- |
| (eur o) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nam d su e an rnam e |
Posi tion |
Perio d in wh ich the posit ion held was |
Expi ry of m anda te |
Fixe d re erat ion mun |
Rem ation uner as a n loyee emp |
Atte ndan ce fee |
Rem ation for uner bers hip o f mem mitt com ees |
Bon nd us a othe r inc entiv es |
Non -cash ben efits |
Oth er ation rem uner |
Tota l |
Inde mnit yable at y pa end of m anda te o r on inatio n of loym term ent emp TFR |
| Fede rica Nolli |
Chai of th e Bo ard o f Sta tuto rper son ry |
1/1 - 31/ 12 |
Apri l 201 8 |
37,5 00 |
37,5 00 |
|||||||
| Aud itors |
22,5 00 |
22,5 00 |
||||||||||
| Rem ation from the Com parin uner pany pre g |
Mem ber of th e Su isory Boa rd perv |
00 60,0 |
- | - | - | - | - | - | 60,0 00 |
|||
| the Finan cial S tate ts men |
- | |||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
34,0 54 |
34,0 54 |
||||||||||
| Anto nio G uast oni |
Stan ding Sta tuto ry A udito r |
1/1 - 31/ 12 |
Apri l 201 8 |
25,0 00 |
25,0 00 |
|||||||
| - | ||||||||||||
| ation from the Com parin Rem uner pany pre g |
25,0 00 |
- | - | - | - | - | - | 25,0 00 |
||||
| the Finan cial S tate ts men |
- | |||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
15,3 07 |
15,3 07 |
||||||||||
| Carm ine P allino |
Stan ding Sta tuto ry A udito r |
1/1 - 31/ 12 |
Apri l 201 8 |
25,0 00 |
25,0 00 |
|||||||
| - | ||||||||||||
| Rem ation from the Com parin uner pany pre g |
25,0 00 |
- | - | - | - | - | - | 25,0 00 |
||||
| the Finan cial S tate ts men |
- | |||||||||||
| Rem ation from sub sidia ries and ciate uner asso s |
22,1 86 |
22,1 86 |
||||||||||
| - | ||||||||||||
| Exec utive wit h str ateg ic re sibilit ies spon |
No. 1 |
01/0 1/12 1 - 3 |
------ -- |
- | 776 162, |
- | - | 00 15,0 |
88 15,4 |
- | 264 193, |
12,1 62 |
| Rem ation from the Com |
No. 1 |
776 | 00 | 88 | 264 | |||||||
| parin uner pany pre g the Finan cial S tate ts |
162, | - | - | 15,0 | 15,4 | - | 193, | 12,1 62 |
||||
| men ation from sub sidia ries and ciate |
||||||||||||
| Rem uner asso s |
28,8 46 |
28,8 46 |
Table 3B – Cash incentive plans for members of the administrative bodies and for other executives with strategic responsibilities.
| ( ) eu ro |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| N am nd e a sur nam e |
Po s it io n h eld |
Pla n |
M B Pay abl e/ Pai d |
O/ A al b nnu onu D ef ed err |
s Per iod def d erre |
Bo nus N o lon ger abl pay e |
f o evio r pr us y Pay abl e/ Pai d |
ear s Def ed err |
Ot h er b onu ses |
| Co rrad o P erab oni |
Cur Ch ief E utiv e O ffic rent xec er |
M B O - 201 6 |
60,0 00 |
||||||
| Enr ico Paz zali |
Chi ef E utiv e O ffic o lo r in offi xec er n nge ce |
M B O - 201 5 |
0 | 40,0 00 |
|||||
| R e atio n f the C o ring mu ner ro m mp any pr epa |
60, 000 |
40, 000 |
|||||||
| the Fi cia l St ate nts nan me |
|||||||||
| Re atio n fr bsi dia ries mu ner om su |
0 | 0 | |||||||
| R e atio n f the C o ring mu ner ro m mp any pr epa |
15,0 00 |
7,8 50 |
|||||||
| the Fi cia l St ate nts nan me |
No. 1 |
201 6 bo nus |
15,0 00 |
7,85 0 |
|||||
| Exe cut ive with str ateg ic re nsib ilitie tly i n of fice spo s cu rren |
|||||||||
Form no. 7–ter: Information on the shareholdings of members of the administrative bodies and of other executives with strategic responsibilities.
| N ame and surname | P o sitio n | C o mpany in which | N o , o f shares | N o , o f shares | N o , o f shares | N o , o f shares |
|---|---|---|---|---|---|---|
| shares are held | held | acquired | sold | held | ||
| at 31.12.2015 | at 31.12.2016 | |||||
| Directors*○ | ||||||
| Roberto Rettani** | Chairperson | Fiera M ilano SpA | - | 50,000 | - | 50,000 |
| Attilio Fontana | Deputy Vice Chairperson | Fiera M ilano SpA | - | - | - | - |
| Licia Ronzulli | Vice Chairperson | Fiera M ilano SpA | - | - | - | - |
| Corrado Peraboni*** | Director | Fiera M ilano SpA | 8,250 | 7,000 | - | 15,250 |
| Joyce Victoria Bigio | Director | Fiera M ilano SpA | - | - | - | - |
| Renato Borghi | Director | Fiera M ilano SpA | - | - | - | - |
| Pier Andrea Chevallard | Director | Fiera M ilano SpA | - | - | - | - |
| Romeo Robiglio | Director | Fiera M ilano SpA | - | - | - | - |
| Vincenza Patrizia Rutigliano | Director | Fiera M ilano SpA | - | - | - | - |
| Statutory Auditors* | ||||||
| Federica Nolli | Chairperson | Fiera M ilano SpA | - | - | - | - |
| Antonio Guastoni | Standing Statutory Auditor Fiera M ilano SpA | - | - | - | - | |
| Carmine Pallino | Standing Statutory Auditor Fiera M ilano SpA | - | - | - | - | |
| No. of Executives with | C o mpany in which | N o , o f shares | N o , o f shares | N o , o f shares | N o , o f shares | |
| strategic responsibilities | ||||||
| shares are held | held | acquired | sold | held | ||
| Strategic executives | Fiera M ilano SpA | no. 1 | at 31.12.2015 - |
- | - | at 31.12.2016 |
| - | ||||||
| *Appointed on 29 April 2015. | ||||||
| ** On 13 January 2017, the Board of Directors assigned the responsibility for the ordinary management of the Company to the Chairperson, M r Rettani. | ||||||
| *** M r Peraboni held the position of Chief Executive Officer until 13 January 2017, the date on which he resigned these responsibilities. | ||||||
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