Remuneration Information • Mar 20, 2015
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.
Ope Com rational and a mpanies Regist Registered administrative Sha ter, Tax code Fie d office: Piazza headquarters are capital: Eu and VAT no. era Milano S ale Carlo Magn : Strada Stata uro 42,147,43 13194800150 SpA no, 1 - 20149 ale del Sempio 7.00 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 13 March 2015 and will be put to a non-binding vote at the Ordinary Shareholders' Meeting convened on 29 April 2015.
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.
Defining the Policy was the result of 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:
align the interests of Management with those of the shareholders pursuing the principal aim of sustainable value creation over the medium/long-term by creating strong links between remuneration and individual and Group performance;
reward merit in individuals thereby adequately recognising their contribution to the Company.
In addition to these aims, when preparing the Policy other guidelines were taken into consideration, such as the ongoing critical macro-economic environment and the ongoing consolidation phase of the recovery.
The Remuneration Policy described in the present Report still incorporates the decision taken at the Shareholders' Meeting of 23 April 2013 to postpone the approval of the proposed 2013-2015 stock option plan to a future meeting as the term of office of the Governing Council of the Foundation was about to expire. The Shareholders' Meeting of 23 April 2013 considered it appropriate to postpone any such resolution given that the aforementioned Governing Council of the Foundation was about to be renewed.
Given that the Shareholders' Meeting convened to approve the financial statements at 31 December 2014 is also required to appoint the new Board of Directors and, therefore, to appoint all the executive officers, any decision regarding the implementation of a stock option plan has been postponed.
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 indicators by the Company nor are they recipients of remuneration plans using financial instruments.
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 Chairman and the Chief Executive Officer.
In line with the above, the individual remuneration of the Chairman has no variable component.
The remuneration package of the Chief Executive Officer is made up of the following: (i) a gross annual fixed sum; and (ii) a short-term variable cash component paid to him for his role as an executive of the Company, receipt of which is dependent on the achievement of pre-established corporate key performance indicators (known as Management by Objectives, "MBO" defined by specific policies).
Payment of the short-term variable component of the remuneration depends on the extent to which the specific Group key performance indicators, set by the Board of Directors on the proposals of the Remuneration Committee, have been achieved. These must be objectively measured and are strictly linked to the targets defined in the budget. The Remuneration Committee verifies annually that the Group key performance indicators 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 weights of the fixed and variable components of the individual remuneration plan of the Chief Executive Officer have been established 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 targets 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.
(e.2) Committees
A fixed remuneration, which is set by the Board of Directors, is given to members of committees. Each member of a committee has the right to be reimbursed for business expenses.
(e.3) Executives with Strategic Responsibilities
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 the 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 targets 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 short-term variable cash component recognised on the achievement of pre-established key performance indicators.
An exception is made for Executives with Strategic Responsibilities in foreign subsidiaries as the performance indicators for these were established at the time the foreign companies were acquired and are linked to the expected performance of these companies.
The fixed component of the remuneration is established so as to ensure sufficient remuneration even when the variable components are not paid because the preestablished key performance indicators 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 EBIT (earnings before interest and tax).
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 targets have been met or surpassed, does not represent more than 25% of the expected total annual remuneration and, as already stated, may not exceed 50% of the fixed gross annual remuneration.
Given the above, if the mandate/employment relationship ends early and/or on the initiative of the Company for just cause, the right to the variable component of the remuneration will be forfeit.
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 indicators.
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 indicators 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 indicators linked to the economic and/or qualitative performance of the unit or business area to which they belong.
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.
Currently there are no plans for medium/long-term incentive plans using financial instruments.
The Remuneration Policy described in the present Report continues to adhere to the decision of the Shareholders' Meeting of 23 April 2013 to postpone the approval of a stock option plan for 2013 – 2015 to a later meeting since the mandate of the executive body of Fondazione Fiera Milano was about to expire. The Shareholders' Meeting of 23 April 2013 did consider it appropriate to postpone any relative approval because of the imminent appointment of the new executive body of Fondazione Fiera Milano.
Given that the Shareholders' Meeting convened to approve the financial statements at 31 December 2014 is also required to appoint the new Board of Directors of the Company and, therefore, to appoint all the executive officers, any decision regarding the adoption of medium/long-term incentive plans using financial instruments has been postponed.
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.
At the date of the present Report on Remuneration, deferred remuneration is as follows:
Currently the Company has no contractual mechanisms that, under Article 6 of the Self-Regulatory Code, allow it to demand repayment of all or part of the variable remuneration paid (or to retain all or part of any deferred payment) based on data that subsequently proves to be manifestly incorrect (claw-back mechanism).
As the recommendation of the Self-Regulatory Code was introduced recently and because of the absence of any such procedures, considered reflection - also as regards the remuneration structure adopted by the Company and the Group – is required before implementing claw-back mechanisms that must be consistent and in line with the current policy and, in particular, with that which may be adopted in coming financial years. Moreover, it should be noted that the variable remuneration for the financial years 2014 and 2015 is based on MBO plans that do not have a particularly complex structure and that have performance indicators (in particular the Group consolidated EBIT) that any single executive who is a beneficiary of the MBO plan would find difficult to manipulate. However, the Company can at any moment, if needed, take any action required to protect its interests.
Given the practices being adopted, the Board of Directors, with the help of the Remuneration Committee, will evaluate the possibility of inserting claw-back clauses, which are in line and consistent with the current Policy, for the variable remuneration paid to Directors and Executives with Strategic Responsibilities that can be applied in cases of fraud or gross negligence or violation of applicable legal requirements, rules or company regulations, without which the relevant targets would not have been reached.
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 ex ante the financial aspects of an earlier than expected termination of employment whether it be instigated by the Company or an individual ("good/ bad leaver" clauses).
In cases of termination of employment with 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.
(n) Remuneration policy for specific roles
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 27 April 2012 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's Articles of Association.
At the Board meetings of 27 April and 28 May 2012, 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 Chairman and the Vice Chairmen of the Company.
Non-executive Directors also receive an attendance fee for each Board meeting.
The Board of Directors are divided between:
During the meeting of the Board of Directors of 27 April 2012 at which the new members of the Board of Directors took up their appointments, the Chairman of the Board of Directors, Michele Perini, in addition to legal representation and other duties under the law and the Company's Articles of Association, was, in conjunction with the Chief Executive Officer, assigned the following functions:
The Chairman, Michele Perini, 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 Chairman.
The Director, Attilio Fontana - appointed Deputy Vice Chairman at the Board of Directors meeting of 27 April 2012 - 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, Renato Borghi – appointed Deputy Chairman at the Board of Directors meeting of 27 April 2012 - 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 Enrico Pazzali – appointed at the Board of Directors meeting of 27 April 2012 – was invested with all ordinary and extraordinary management powers excluding 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's 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 recognised 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:
In line with best practice, Directors without specific roles have no variable component to 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 and for accidents whether relating to professional activities or otherwise.
The members of the Board of Statutory Auditors are:
The remuneration is as follows:
The Executives with Strategic Responsibilities, in addition to the Chief Executive Officer, are the:
The remuneration of Executives with Strategic Responsibilities usually consists of the following components:
In 2014, the Executives with Strategic Responsibilities received no variable remuneration under existing MBO plans.
In 2014, the Chief Executive Officer, using the privileges accorded him by the Board of Directors and having the ability to award bonuses to executives for carrying out specific operations considered exceptional, approved extraordinary bonuses for Strategic Executives totalling Euro 80,000.
The remuneration of the Executives with Strategic Responsibilities of the Group is shown in the tables attached to the present Report.
Since the Central Director of Administration, Finance and Tax is also the Manager responsible for preparing the Company accounts, he is paid, in addition to the gross annual remuneration (and the variable component from the MBO plan), an amount equal to 20% of the gross annual fixed sum pro rata for the duration of that responsibility.
In 2014 there were no non-competition agreements with Executives with Strategic Responsibilities except for that with the Chief Executive Officer of the Parent Company.
| (Euro ) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ion fo Remu nerat r |
Inde mniti id at the e nd es pa |
|||||||||||
| Expir y dat e of |
ion a Remu nerat s an |
bersh ip of mem |
s and othe Bonu r |
of th ointm ent o e app r on |
||||||||
| Full n ame |
Posit ion |
Perio d of posit ion |
intme nt appo |
Fixed ation rem uner |
Empl oyee |
Atte ndan ce fe e |
ittee comm s |
incen tives |
Non- cash bene fits |
Othe r |
Tota l |
empl rmina tion nt te oyme |
| Miche le Pe rini |
Chair man |
01/0 1 - 3 1/12 |
April 2015 |
000 197, |
6,30 0 |
203, 300 |
||||||
| Mem ber o f the Sup erviso ry Bo dy |
01/0 1 - 3 1/12 |
April 2015 |
22,5 00 |
- | 22,5 00 |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
197, 000 |
- | 0 6,30 |
00 22,5 |
- | - | - | 225, 800 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Enric o Paz zali |
Chief Exe cutiv e Off icer |
01/0 1 - 3 1/12 |
April 2015 |
00 80,0 |
160 361, |
0 6,65 |
88 16,4 |
- | 464, 298 |
|||
| Direc tor |
01/0 1 - 3 1/12 |
April 2015 |
35,0 00 |
35,0 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
115, 000 |
361, 160 |
0 6,65 |
- | - | 88 16,4 |
- | 298 499, |
35,2 05 |
|||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Attilio Fon tana |
Direc tor |
01/0 1/12 1 - 3 |
April 2015 |
00 35,0 |
5,95 0 |
40,9 50 |
||||||
| Depu ty Vi ce Ch airma n |
01/0 1/12 1 - 3 |
April 2015 |
65,0 00 |
65,0 00 |
||||||||
| Mem ber o f the Rem ation Com mitte uner e |
01/0 1/12 1 - 3 |
April 2015 |
22,5 00 |
22,5 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan |
100, 000 |
0 5,95 |
00 22,5 |
450 128, |
||||||||
| y pre | - | - | - | - | - | |||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
||||||||||||
| - | ||||||||||||
| Rena to Bo |
Direc tor |
01/0 1 - 3 1/12 |
2015 | 00 | ||||||||
| rghi | Vice Chair |
01/0 1 - 3 1/12 |
April 2015 |
35,0 | 6,30 0 |
41,3 00 |
||||||
| man Mem ber o f Con trol a nd R isk Co mmit tee |
01/0 1 - 3 1/12 |
April | 65,0 00 |
65,0 00 |
||||||||
| Remu ion fr he co finan cial s nerat om t tatem ents |
April 2015 |
000 | 0 | 22,5 00 00 |
22,5 00 |
|||||||
| parin g the mpan y pre |
100, | - | 6,30 | 22,5 | - | - | - | 128, 800 |
||||
| Remu ion fr ubsid iaries and iates nerat |
||||||||||||
| om s assoc |
- | |||||||||||
| Robe rto B aitier i |
Direc tor |
01/0 1 - 3 1/12 |
April 2015 |
47 56,3 |
0 5,95 |
26,1 87 |
88,4 84 |
|||||
| Mem ber o f Con trol a nd R isk Co mmit tee |
01/0 1 - 3 1/12 |
April 2015 |
22,5 00 |
22,5 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
35,0 00 |
- | 0 5,95 |
00 22,5 |
- | - | - | 63,4 50 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
21,3 47 |
3,68 7 |
25,0 34 |
|||||||||
| Pier A ndre a Che vallar d |
Direc tor |
01/0 1 - 3 1/12 |
April 2015 |
00 45,0 |
6,30 0 |
51,3 00 |
||||||
| Mem ber o f the Sup erviso ry Bo dy |
01/0 1 - 3 1/12 |
April 2015 |
22,5 00 |
22,5 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
35,0 00 |
- | 0 6,30 |
00 22,5 |
- | - | - | 63,8 00 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
10,0 00 |
10,0 00 |
||||||||||
| David e Cro ff |
Direc tor |
01/0 1 - 3 1/12 |
April 2015 |
00 35,0 |
5,60 0 |
40,6 00 |
||||||
| Mem ber o f Con trol a nd R isk Co mmit tee |
01/0 1 - 3 1/12 |
April 2015 |
22,5 00 |
22,5 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
35,0 00 |
- | 0 5,60 |
00 22,5 |
- | - | - | 63,1 00 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Gianp ietro Oma ti |
Direc tor |
01/0 1/12 1 - 3 |
April 2015 |
00 65,0 |
- | 0 6,65 |
00 29,0 |
- | - | - | 100, 650 |
|
| ber o f the ation Com mitte Mem Rem uner e |
01/0 1/12 1 - 3 |
April 2015 |
22,5 00 |
22,5 00 |
||||||||
| ion fr he co parin g the finan cial s Remu nerat om t tatem ents mpan y pre |
35,0 00 |
- | 0 6,65 |
00 22,5 |
- | - | - | 64,1 50 |
||||
| ion fr ubsid iaries and iates Remu nerat om s assoc |
30,0 00 |
6,50 0 |
- | 36,5 00 |
||||||||
| Rome o Ro biglio |
Direc tor |
01/0 1 - 3 1/12 |
April 2015 |
00 45,0 |
5,95 0 |
50,9 50 |
||||||
| Mem ber o f the Rem ation Com mitte uner e |
01/0 1 - 3 1/12 |
April 2015 |
22,5 00 |
22,5 00 |
||||||||
| Remu ion fr he co parin g the finan cial s nerat om t tatem ents mpan y pre |
35,0 00 |
- | 0 5,95 |
00 22,5 |
- | - | - | 63,4 50 |
||||
| Remu ion fr ubsid iaries and iates nerat om s assoc |
10,0 00 |
10,0 00 |
Table 1 - Remuneration paid to members of the administration and control bodies, and executives with strategic responsibilities.
| (Euro ) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full n ame |
Posit ion |
Perio d of posit ion |
Expir y dat e of intme nt appo |
Fixed ation rem uner |
Remu ion a nerat s an Empl oyee |
Atte ndan ce fe e |
Remu ion fo nerat r bersh ip of mem ittee comm s |
Bonu s and othe r incen tives |
Non- cash bene fits |
Othe r |
Tota l |
Inde mniti id at the e nd es pa of th ointm ent o e app r on empl rmina tion nt te oyme |
| Stefa no M io ercor |
Chair of th e Bo ard o f Sta tutor y Au ditor man s Mem ber o f the Rem ation Com mitte uner e |
01/0 1 - 3 1/12 |
April 2015 |
65,7 40 |
65,7 40 |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
37,5 00 |
- | - | - | - | - | - | - 37,5 00 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
28,2 40 |
- 28,2 40 |
||||||||||
| Dami ano Z azzer on |
Statu tory Audi tor |
01/0 1 - 3 1/12 |
April 2015 |
44,7 60 |
44,7 60 |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
25,0 00 |
- | - | - | - | - 25,0 00 - |
||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
19,7 60 |
19,7 60 |
||||||||||
| Alfre do M ariott i |
Statu tory Audi tor |
01/0 1/12 1 - 3 |
April 2015 |
45,9 00 |
45,9 00 |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
25,0 00 |
- | - | - | - | - 25,0 00 |
||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
20,9 00 |
- 20,9 00 |
||||||||||
| - | ||||||||||||
| Dirige nti co abilità tegic he stra n res pons |
No. 1 4 |
01/0 1 - 3 1/12 |
------ -- |
159, 159 |
2,08 3,97 0 |
- | - | 060 128, |
661 123, |
704 403, |
4 2,89 8,55 - |
95,8 73 |
| Remu ion fr he co parin g the finan cial s nerat om t tatem ents mpan y pre |
No. 4 | - | 123 830, |
- | 00 80,0 |
97 74,1 |
- | 320 984, - |
59,6 20 |
|||
| Remu ion fr ubsid iaries and iates nerat om s assoc |
No. 1 0 |
159 159, |
7 1,25 3,84 |
60 48,0 |
65 49,4 |
704 403, |
4 1,91 4,23 |
36,2 53 |
Table 3B – Cash bonus plan for members of the administrative bodies and for other executives with strategic responsibilities.
| fo he Bo t nu s r y ea r |
Bo nu se |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| l l Fu n am e |
it ion Po s |
lan P |
b le Pa y a d Pa i |
/ fe d De rre |
io d o f Pe r fe De t rm en |
lon No g er b le p ay a |
/ b le Pa y a d Pa i |
i l l St fe d De rre |
he Ot r bo nu se s |
| Enr ico Paz zali |
Chi ef E e O ffic utiv xec er |
0 | 0 | ||||||
| R e atio n f th ari the fin ial sta tem ent mu ner ro m e c o m pan y p rep ng anc s |
0 | ||||||||
| Re atio n fr bsi dia ries mu ner om su |
|||||||||
| Exe cut ives wit h st rate gic ibilit ies resp ons |
N° 1 4 |
Bo nus |
128 ,060 |
0 | |||||
| R e atio n f th ari the fin ial sta tem ent mu ner ro m e c o m pan y p rep ng anc s |
N ° 4 |
B o nus |
80, 000 |
0 | |||||
| R e atio n f bsi dia ries mu ner ro m su |
N ° 10 |
B o nus |
48, 060 |
0 | |||||
| TO TA L |
0 | ||||||||
(Euro)
Form no. 7–ter: Information on the shareholdings of members of the administrative bodies and of other executives with strategic responsibilities.
| Full name | Investee company |
No. of shares . of shares | held purchased | of shares sold |
No. of shares held |
|---|---|---|---|---|---|
| at 31.12.2013 | at 31.12.2014 | ||||
| Directors | |||||
| Michele Perini | Fiera M ilano SpA | - | - | - | - |
| Enrico Pazzali | Fiera M ilano SpA | 30,000 | - | - | 30,000 |
| Attilio Fontana | Fiera M ilano SpA | - | - | - | - |
| Renato Borghi | Fiera M ilano SpA | - | - | - | - |
| Roberto Baitieri | Fiera M ilano SpA | - | - | - | - |
| Pier Andrea Chevallard | Fiera M ilano SpA | - | - | - | - |
| Davide Croff | Fiera M ilano SpA | ||||
| Giampietro Omati | Fiera M ilano SpA | - | - | - | - |
| Romeo Robiglio | Fiera M ilano SpA | - | - | - | - |
| Sindaci | |||||
| Stefano Mercorio | Fiera M ilano SpA | - | - | - | - |
| Alfredo Mariotti | Fiera M ilano SpA | - | - | - | - |
| Damiano Zazzeron | Fiera M ilano SpA | - | - | - | - |
| No. Executive with | Investee | No. of shares . of shares | of shares | No. of shares | |
| strategic responsibilities | company | held purchased | sold | held | |
| at 31.12.2013 | at 31.12.2014 | ||||
| - | 10,130 |
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