Remuneration Information • Apr 9, 2020
Remuneration Information
Open in ViewerOpens in native device viewer
Drawn up as per Article 123-ter of Legislative Decree No. 58 of February 24, 1998
The Board of Directors of Aeroporto Guglielmo Marconi di Bologna S.p.A. ("Aeroporto di Bologna", the "Issuer" or the "Company") on June 11, 2015 approved the remuneration policy of the Issuer - hereafter the "Policy" - drawn up as per Article 123-ter of Legislative Decree No. 58 of February 24, 1998 ("CFA") and Article 6 of the Self-Governance Code of listed companies ("Self-Governance Code"), taking account also of that indicated by the Recommendations of the European Commission No. 2004/913/EC, 2005/162/EC and 2009/385/EC. The policy was again approved, without changes, by the Board of Directors on February 15, 2016.
On the proposal of the Remuneration Committee, the Board of Directors of the company on March 14, 2019 approved an update to the Remuneration Policy, was be submitted in accordance with Article 123-ter of the CFA for the approval of the Shareholders' Meeting called to approve the financial statements as at December 31, 2018.
The current Policy, as approved by the Board of Directors on March 30, 2020, on the new proposal of the Remuneration Committee, also complies with the provisions introduced by Legislative Decree No. 49/2019 and the relative applicable regulatory provisions and shall be submitted for the approval of the Shareholders' Meeting called to approve the financial statements as at December 31, 2019.
The principles contained in the Policy are substantially, regarding the remuneration of the executive directors and senior executives, based on (i) a significant variable component of remuneration (dependent on the roles of the beneficiaries within the decision-making process of the company); (ii) the settlement of the variable portion of remuneration on achieving the fixed and measurable short-term objectives (one year, through the Management By Objectives - "MBO" programme - adopted by the Issuer a number of years ago) and medium/long-term period objectives (currently through the monetary incentive plans). At the reporting date, with motion of the Board of Directors of February 24, 2020, the MBO 2019 programme and the "Long-term Incentive Plan (LTI) relating to the Third Cycle 2017-2019" - the "Third LTI Plan" resulted in, as approved by the Board in favour of the Chief Executive Officer and Senior Executive, 2 rolling LTI Plans, respectively called: (a) "2018-2020 Long-term Incentive (LTI) Plan" - the "Fourth LTI Plan" - whose regulation was approved by the Board of Directors of the company on February 21, 2018, and (b) "2019-2021 Long-term Incentive (LTI) Plan" - the "Fifth LTI Plan" - whose regulation was approved by the Board of Directors of the company on March 14, 2019; (iii) on the forecast earnings performance objectives for the relevant parties; (iv) on the postponing of the payment of a significant portion of the variable component (as part of the medium/long-term incentive plans) subsequent to the year in which the relative conditions mature (by and not beyond 90 days from the approval date of the financial statements for the last year of the LTI Plan); (v) on the forecasted indemnity in the case of the conclusion of employment or of work further than that statutorily provided for; (vi) on the fixed remuneration for the non-executive and independent directors; (vii) on the fixed remuneration for members of the Board of Statutory Auditors.
The Policy was prepared by the Board of Directors of the company, on the proposal of the Remuneration Committee (the "Remuneration Committee").
The Remuneration Committee has the duty of presenting to the Board proposals for the remuneration of the Chief Executive Officers, monitoring the application of the decisions adopted by the Board, in addition to assessing periodically the criteria adopted for the remuneration of senior executives ("Senior Executives"), overseeing their application and drawing up for the Board recommendations in general.
The Remuneration Committee, in addition, periodically assesses the adequacy, the overall consistency and the concrete application of the Policy, utilising the information provided by the chief executive officers and reporting to shareholders upon the manner of exercising their functions, through the Chairperson or a differing member appointed by the annual Shareholders' Meeting approving the financial statements.
In preparing the first Policy, Aeroporto di Bologna was supported by the independent expert consultancy of the Hay Group, which prepared in July 2015, on appointment by the Issuer, research on the medium/long-term incentive plan thereafter adopted by the company (containing also a comparative analysis of the remuneration of the executive directors with management powers at the main European airport companies listed in Italy and in Europe), in addition to a comparative analysis of the remuneration of the non-executive Chairpersons of the Board of Directors and of the members of the Internal Committees of the Board at Italian listed companies of a similar size to the company. The first version of the Policy was approved by the Board of Directors of the company at its meeting of June 11, 2015. The update of the Policy was made available by the Remuneration Committee, following alignment with the sector benchmark in 2018 by the independent expert Korn Ferry. This update was approved by the Board of Directors on March 14, 2019. The Policy outlined below was updated in line with the provisions of Legislative Decree No. 49/2019 and the relative regulatory provisions and, on the proposal of the Remuneration Committee at its meeting of March 30, 2020, was approved by the Board of Directors on March 30, 2020, for submission to the Shareholders' Meeting.
At the reporting date, the Remuneration Committee comprised Eugenio Sidoli (Chairperson), Giada Grandi and Laura Pascotto.
The full text of the Policy is reported below - in the updated version approved by the Board of Directors on March 30, 2020 - indicating its objectives and the underlying principles, while the guidelines regarding the fixed and variable components of remuneration, the performance objectives, the short and medium-term variable components, the nonmonetary benefits, post-employment benefits and the remuneration of directors according to the role assigned by the Board, are described below, in addition to the remuneration principles for the members of the Board of Statutory Auditors.
The Policy is valid for three years from the approval date of the financial statements as at December 31, 2019.
The main changes compared to the policy latterly submitted to the Shareholders' Meeting concerned those introduced by Legislative Decree 49/2019, which transposed EU Directive 2017/828 of May 17, 2017 (Shareholders Rights Directive) into Italian law, as well as related applicable regulations.
In particular we highlight: (i) the inclusion in the policy of an outline of the criteria for calculating the remuneration of the control board; (ii) the inclusion, among the objectives for the calculation of the variable remuneration component, also of sustainability and corporate social responsibility related objectives, as may be identified in the "sustainability report" drawn up as per Legislative Decree 254/2016; and (iii) the inclusion of the requirement to obtain the favourable opinion of the Remuneration Committee and to apply the procedure provided for in the related party transactions regulation for the awarding of certain bonuses on an exceptional basis, as well as where deviating from the policy's criteria to attract talented personnel to the company.
This general Remuneration Policy of Aeroporto Guglielmo Marconi di Bologna S.p.A. (the "Issuer" or the "Company") - hereafter the "Policy" - was prepared in accordance with Article 6 of the Self-Governance Code for listed companies, as amended in July 2018 ("Self-Governance Code"), taking account also of that indicated by the Recommendations of the European Commission No. 2004/913/EC, 2005/162/EC and 2009/385/EC. The Policy was approved by the Board of Directors of the company on March 30, 2020 in line with the provisions of Legislative Decree No. 49/2019 and the relative applicable regulatory provision, on the proposal of the Remuneration Committee of the Issuer.
This Policy establishes the guidelines and principles for the definition of the remuneration of the key management personnel of the company and of the Group companies (the "Group"), drawn up to attract, maintain and motivate individuals with the professional qualities required to successfully manage the company and the Group and to align their interests with the achievement of the key objective of the creation of value for shareholders over the medium/long-term. The Policy also establishes guidelines and principles for the Board's proposal to the Shareholders' Meeting for an adequate remuneration of the members of the Board of Directors and the Board of Statutory Auditors.
The Policy outlines, in particular, the criteria and the procedures to be followed to establish the remuneration of the following relevant parties (collectively the "Relevant Parties"):
(a) the directors and, within the Board of Directors of the company, the executive directors1 , the nonexecutive directors2and the independent directors3 ;
(b) the senior executives (the "Senior Executives") are those executives, as identified by the Board of Directors of the company, with the power or the responsibility for the planning, management and control of the Issuer's operations or the power to adopt decisions which may impact the development or future prospects of the company4 ;
(c) members of the Board of Statutory Auditors.
In general, the remuneration of Relevant Parties is sufficient to attract, retain and motivate individuals of the professional qualities required to manage successfully the company and the Group.
In order to achieve the objectives outlined at Paragraph 2, the company considers that, in view of the size and organisational features of the Group and the nature of the market in which it operates, in calculating the remuneration of Relevant Parties the following principles should be applied:
3.1.1 the remuneration of executive directors on the Board of Directors and the Senior Executives should include a fixed annual component and a variable component, linked to the achievement of specific performance objectives, possibly also of a non-economic nature, while considering that:
1 The executive directors as per Paragraph 2.C.1. of the Self-Governance Code.
2 Directors other than executive directors.
3 Directors considered independent as per Article 147-ter of the CFA and Paragraph 3 of the Self-Governance Code.
4 Definition in Annex 1 of the Consob Regulation on related party transactions No. 17221 of March 12, 2010.
3.1.2 the remuneration of the non-executive directors and of the independent directors and the remuneration of the members of the Board of Statutory Auditors, should not be linked to the achievement of the qualitative or quantitative objectives and should be appropriate in view of the office and the role carried out within the Board and the Committees and of the Board of Statutory Auditors as set out under the Self-Governance Code;
3.1.3 subject to that established by law and the national collective bargaining contracts regarding the notice period (or the relative substitute indemnity), any indemnities for the advance conclusion of directorships or for their non-renewal, or any indemnities due to Senior Executives in the case of the resolution of working relations should not exceed two years gross annual salary, each calculated as the Gross Annual Remuneration at the date of resolution of employment, plus one-half of the last three-year period, as the annual variable bonus and long-term incentive (hereafter, collectively, "Total Remuneration");
3.1.4 any fees for the non-competition agreements should have quantitative limits corresponding to 100% of the Total Remuneration;
3.1.5 as part of the overall remuneration of the Relevant Persons, the reimbursement of expenses may be stipulated and fringe benefits assigned according to the company policy. The Relevant Persons may also be included among the beneficiaries of civil liability policies for directors, statutory auditors and senior executives and medical policies, in addition to company policies for the reimbursement of legal expenses and administrative-monetary penalties, with charges borne by the company;
3.1.6 entirely discretionary bonuses may not be assigned to Relevant Persons, subject however to the possibility of assigning to such persons exceptionally one-off bonuses based on particularly significant strategic or operating corporate transactions or in the case of the achievement by the company of equity, economic and financial objectives considered as particularly significant by the company, having received the positive opinion of the Remuneration Committee and provided that the policy set out in the relevant related party transactions regulation is executed.
The remuneration of Relevant Persons shall be established as follows:
The remuneration of the directors shall be established as follows:
interested Relevant Persons, the average market remuneration, the specific incentive requirements and the company performance;
The remuneration of the members of the Board of Statutory Auditors is within the scope of the Shareholders' Meeting, on the proposal of the Board of Directors according to the following principles:
(c) the Board of Directors and/or the Remuneration Committee may utilise independent remuneration policy experts for the analysis regarding the calculation of the remuneration of Statutory Auditors.
The Remuneration Committee periodically assesses the adequacy, the overall consistency and the concrete application of the Policy, utilising the information provided by the chief executive officers and reporting to shareholders upon the manner of exercising their functions, through the Chairperson or a differing member appointed by the annual Shareholders' Meeting approving the financial statements."
The variable component of the remuneration of the executive directors and of the Senior Executives of the company is paid on the achievement of the pre-fixed economic results and/or individual objectives, through two incentive mechanisms, one of which short-term (annual) (MBO) and one of which medium/long-term. Currently, these are the "2018-2020 Long-term Incentive (LTI) Plan" and the "2019-2021 Long-term Incentive (LTI) Plan"; the extraordinary "Covid-19 Emergency" situation has required a step back in the activities to define the annualmedium/long-term objectives - for the current 2020.
The MBO in force for 2019 involved the awarding of an annual bonus on the achievement of quantitative objectives (operating EBITDA and operating EBT objectives), shared qualitative objectives (overall service quality, measured on the basis of the "ASQ - Overall satisfaction with the airport" indicator), in addition to individual objectives (e.g. traffic development), according to periodically established parameters and methodologies.
The LTI Plans are medium/long-term monetary incentive plans (so-called rolling), with the annual assignment of three-year objectives. The Fourth LTI Plan was approved for the 2018-2020 three-year period by the Board of Directors of the company on February 21, 2018. The Fifth LTI Plan was approved for the 2019-2021 three-year period by the Board of Directors of the company on March 14, 2019.
The LTI Plans all stipulate the Chief Executive Officer/General Manager of Aeroporto di Bologna as the beneficiary.
With the adoption of the LTI Plans, the company has set the prefixed objective of incentivising the Chief Executive Officer and General Manager to pursue the improved medium/long-term performance, particularly with regards to the economic-financial performance levels and equity growth related to infrastructural development. It also aims to create the conditions for an improved convergence of management's interests with those of shareholders and to ensure greater alignment of the remuneration package with market practice.
In particular, the LTI Plans involve the assigning of the right to receive an annual monetary bonus, established by the Board of Directors, against the achievement of specific and pre-set performance objectives measured at the end of the cycle. Its issue is also subject to the continuation of employment with the company over the three-year baseline period and until the effective issue of the bonus, except in certain situations such as dismissal without just cause or resignation for just cause, or in the case of the mutual conclusion of the relationship. The right to the bonus is not in any case transferrable, except in the case of mortis causa.
The LTI Plans are managed by the Board of Directors (with faculty to amend the relative regulation) and set out, cumulatively for the period, an earnings objective (operating EBITDA), a financial objective (ROCE) and an objective linked to the delivery of the airport investment plan. For each of the objectives, minimum and maximum result levels may be established and, on the achievement of the minimum results, 50% of the matured bonus shall be paid out. On achieving or exceeding the maximum result, 100% of the matured assigned bonus shall be paid out, while in the case
of the achievement of a set interim result, the matured bonus shall be proportionally calculated on the basis of the minimum and maximum levels.
The effective bonus devolving to the beneficiary is issued 90 days from the approval of the financial statements of the company for the final year of the LTI plan, on the condition however that the Issuer has achieved a positive result during the reference financial years, net of the issue of the variable short and medium/long-term plan remuneration and of the result bonuses.
LTI Plan amendment mechanisms are stipulated in the case of any corporate transactions approved by the company.
It is finally established that where, subsequent to the issue of the bonus, it emerges that the objective level resulting in the assignment of the bonus was calculated on manifestly erroneous or false figures and that the differences between the figures utilised and the adjusted figures were such to have caused, if known in advance, the accrual of a lesser bonus than that effectively issued, the Board of Directors has the option to request the beneficiary (with the consequent obligation on the part of the same) to return that previously issued erroneously (clawback).
The terms and conditions of the MBO and the current ILT Plans are in accordance with the principles and guidelines set out in the Policy approved by the Board of Directors on March 14, 2019, submitted pursuant to Article 123-ter of the CFA for the approval of the Shareholders' Meeting called to approve the financial statements as at December 31, 2018 and prior to the current Policy as approved by the Board of Directors on March 30, 2020 and submitted for the approval to the Shareholders' Meeting called to approve the financial statements as at December 31, 2019. The extraordinary situation of the so-called Covid-19 Emergency has to date not allowed for an adequate investigation for the definition of the objectives - annual and medium-long term - for the current 2020.
All members of the Board of Directors benefit from civil liability insurance coverage regarding their role, in addition to the reimbursement of any legal expenses and administrative-monetary penalties sustained or issued on the basis of the role held, with charges borne by the company, except in the case of malicious or negligent conduct. The Chief Executive Officer has a medical policy for an annual check-up, with costs borne by the company.
Indemnities are payable to the Chief Executive Officer in the event of termination of employment, in accordance with the terms and conditions set out in point 2.2 of this Report.
With regard to the remuneration of the Board of Statutory Auditors, subject to the remit of the Shareholders' Meeting on this matter, we note the approval of the Board of Directors' guidelines of the Issuer, adopted at the Board meeting of February 21, 2019 and included in the Report on the matters on the agenda submitted for the approval of the Shareholders' Meeting of April 29, 2019. These guidelines were approved by the Board of Directors on the basis that the criteria to calculate the remuneration and reimbursement of expenses for the position of Statutory Auditor of companies contained in Legislative Decree No. 1 of January 24, 2012, converted into Law No. 27 of March 24, 2012, have significantly changed, establishing that application of the Professional Fees is not obligatory. In this regard, the Shareholders' Meeting of the company of May 27, 2013 and of April 27, 2016 fixed this remuneration to the furthest extent possible as fixed and preset, although considering i) the categories of benefits provided for the execution of office; ii) the extent and complexity of the position in terms of the nature, size, complexity, sector, structure and characteristics of the company; iii) the adequacy of the amount in view of the professional role (Article 2233 of the Civil Code). At the above-mentioned Board meeting, considering the company's listed status, it was therefore decided to propose as a guideline to be assessed an increase in the amount of remuneration recognised for the activities, as per Article 2403 and 2429 and that, therefore, better incorporate and represent the main obligations of the members of the Control Boards, reducing the variable part related to meeting attendance. This, additionally and differing from the past, with recognition of the 40% increase in remuneration for the Chairperson of the Board of Statutory Auditors
only to the account indicated at point 2 below (Preparation of the Report to the financial statements for the previous year).
More specifically, these Guidelines of the Board of Directors of the Issuer adopted at the Board meeting of February 21, 2019 indicate that the remuneration of the members of the Issuer's Board of Statutory Auditors shall be determined as follows, in addition to the reimbursement of travel and accommodation expenses incurred in the performance of their duties, where duly documented:
The fee for attending the above meetings is a flat fee, in line with that currently established for the Board of Directors for the meetings of the Internal Committees. This remuneration matures also in the case of audio, video and teleconference meetings. In view of the additional amounts mentioned above an indemnity shall no longer be paid for travel times, as such are considered absorbed into the remuneration at points a), b) and c).
The above remuneration shall also be considered inclusive of "reimbursement for general research expenses and for indemnities incurred to travel outside the Municipality where the workplace of the Statutory Auditor is located" and remuneration for any opinion on the motion of the Board of Directors fixing the remuneration of the Senior Executives, as per Article 2389, paragraph 3 of the Civil Code, and to be paid quarterly.
The remuneration received during the year to December 31, 2019 by the members of the Board of Directors of Aeroporto di Bologna and by the Senior Executives is presented below. The company Aeroporto di Bologna has identified one Senior Executive in the person of the General Manager.
The remuneration of the directors of Aeroporto di Bologna and of the Senior Executives in the year to December 31, 2019 comprised the following items:
| OFFICE | FIXED | B1 | VARIABLE M/L2 |
BENEFITS | INDEMNITY IN THE CASE OF AN EARLY RESOLUTION OF CONTRACT |
|---|---|---|---|---|---|
| Executive Directors | √ | √ | √ | √ | √ |
| Non-Executive Directors | √ | ||||
| Independent directors | √ | ||||
| Senior Executives | √ | √ | √ | √ | √ |
1Variable component linked to the achievement of the short-term objectives
2Variable component linked to the achievement of the medium/long-term objectives
The individual remuneration components are assigned to the various categories of directors of Aeroporto di Bologna identified above and to the Senior Executives in accordance with the Policy.
In view of the strong results achieved and reflected in the 2019 Annual Financial Report, the Remuneration Policy of the Issuer and its definitions indicate, with regards to the financial year ending December 31, 2019, an adequate alignment and stimulus for the beneficiary senior executive, in view of the strategies and plans of the Issuer.
More specifically, with regards to the variable components, the performance objectives of the remuneration policy were applied as indicated below and achieved as follows, with indication also of the objectives reached against those assigned to the General Manager and Chief Executive Officer, as senior executive:
The outcome of the assessment and finalisation of the 2019 annual objectives assigned to the General Manager and Chief Executive Officer indicated 100% achievement of the objectives assigned in terms of EBITDA, quality of airport services, EBT, progress on the infrastructure development plan (some particularly significant milestones for the Terminal expansion project and two other significant investments in the plan were achieved) and, finally, traffic development.
The outcome of the assessment and finalisation of the multi-year objectives (ILT Third Cycle - 2017-2019) assigned to the General Manager and Chief Executive Officer indicated that 50% of the assigned objectives had been achieved - with the EBITDA and ROCE objectives achieved - and that the infrastructure development objectives had not been achieved.
For further details on the variable components of the remuneration of the directors of Aeroporto di Bologna and of the Senior Executives, reference should be made to Paragraph 1.5.
The benefits assigned to the Senior Executive comprise, on a case by case basis, of the use of company vehicles, lodgings and telephones. For further details on the components of the remuneration devolving to the individual directors of Aeroporto di Bologna and the Senior Executives, reference should be made to the tables presented in the Second Part of this Section.
In addition to that established by law and collective bargaining contracts within the notice period (or the relative substitute indemnity), the following indemnities are provided for executive directors and the Chairperson of the Board of Directors of Aeroporto di Bologna in the case of the early resolution of employment. As the company is considered "of smaller size" as per Article 3, paragraph 1, letter f of Consob Regulation No. 17221 of March 12, 2010, the information on indemnities is provided only for the above-stated two categories:
(a) to the sole Chief Executive Officer and General Manager Nazareno Ventola an indemnity arises in the case of the early resolution of employment as General Manager and is equal to two years gross annual salary, each calculated as the Gross Annual Remuneration at the date of resolution of employment, plus one-half of the last three-year period as the annual variable bonus and long-term incentive. The awarding of the indemnity is not linked to performance parameters. The right to the indemnity matures where employment is resolved by the company - also as part of a collective dismissal - for objective reasons, or technical, organisational and productive reasons, including restructurings, reorganisations, reconversions, also in the case of crisis or admission to examinership proceedings, the discontinuation of the role of General Manager or for reasons or fault owing to the Executive not qualifying as a just cause for the resolution of employment with immediate effect, and independently of verification of whether such resolution is justified or not.
(b) the effects of the resolution of employment on the rights devolving under the LTI plan are indicated at Paragraph 1.5 (b) above;
(c) no agreements have been put in place regarding the maintenance or assignment of non-monetary benefits to those concluding office or the signing of consultancy contracts for the period subsequent to the conclusion of employment;
(d) the sole Chief Executive Officer and General Manager Nazareno Ventola has signed a non-competition agreement with the company which stipulates the awarding of remuneration;
(e) no director or Senior Executive with the right to indemnity for the conclusion of employment left office in 2019.
There were no exceptions to the criteria applied in the Remuneration Policy.
No ex post correction mechanisms for the variable component were applied.
| 2.5 | Comparison table for the last five years of the annual change in remuneration, the results of the company and the average remuneration of employees |
|---|---|
| in financial year 2019 (in Euro) |
| Remuneration of each of the persons for whom the information in this section rt is provided by name |
Last appointment |
2015 | Cge % 15/14 | 2016 | Cge % 16/15 | 2017 | Cge % 17/16 | 2018 | Cge % 18/17 | 2019 | Cge % 19/18 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| +/- | +/- | +/- | +/- | +/- | |||||||
| Postacchini Enrico | 29.04.2019 | 91.538 | 260,2% | 73.714 | -19,5% | 72.750 | -1,3% | 72.750 | 0,0% | 93.989 | 29,2% |
| Nazareno Ventola | 29.04.2019 | 338.129 | n.s | 388.984 | 15,0% | 372.176 | -4,3% | 390.482 | 4,9% | 434.559 | 11,3% |
| Pascotto Laura | 29.04.2019 | 10.042 | n.s | 14.750 | 46,9% | 17.250 | 16,9% | 16.500 | -4,3% | ||
| Troncone Marco | 29.04.2019 | 1.554 | n.s | 13.750 | n.s | ||||||
| Giannini Silvia | 29.04.2019 | 16.712 | n.s | ||||||||
| Tozzi Gennarino | 29.04.2019 | 8.231 | n.s | ||||||||
| Sidoli Eugenio | 29.04.2019 | 16.212 | n.s | ||||||||
| Veronesi Valerio | 29.04.2019 | 8.481 | n.s | ||||||||
| Mantecchini Luca | 27.04.2016 | 17.310 | 109,3% | 20.876 | 20,6% | 24.250 | 16,2% | 25.000 | 3,1% | 8.288 | -66,8% |
| Tabellini Giorgio | 27.04.2016 | 14.810 | 79,0% | 12.750 | -13,9% | 12.500 | -2,0% | 12.250 | -2,0% | 4.019 | -67,2% |
| Grandi Giada | 29.04.2019 | 14.560 | -50,2% | 12.500 | -14,1% | 11.750 | -6,0% | 12.250 | 4,3% | 13.250 | 8,2% |
| Bonfiglioli Sonia | 27.04.2016 | 16.242 | 292,7% | 23.536 | 44,9% | 26.250 | 11,5% | 26.750 | 1,9% | 8.788 | -67,1% |
| Trombone Domenico L. | 30.10.2017 | 2.820 | n.s | 15.080 | 434,8% | 3.920 | -74,0% | ||||
| Floriddia Pietro | 27.04.2016 | 66.634 | 67,7% | 44.507 | -33,2% | 50.112 | 12,6% | 53.528 | 6,8% | 34.380 | -35,8% |
| Fellegara Anna Maria | 27.04.2016 | 10.676 | n.s | 36.837 | 245,0% | 38.688 | 5,0% | 22.690 | -41,4% | ||
| Tiezzi Matteo | 27.04.2016 | 14.354 | n.s | 35.684 | 148,6% | 41.159 | 15,3% | 25.450 | -38,2% | ||
| Voci Pietro | 29.04.2019 | 14.077 | n.s | ||||||||
| Bonura Alessandro | 29.04.2019 | 12.822 | n.s | ||||||||
| Gardin Samantha | 29.04.2019 | 12.090 | n.s | ||||||||
| 2015 | Cge % 15/14 | 2016 | Cge % 16/15 | 2017 | Cge % 17/16 | 2018 | Cge % 18/17 | 2019 | Cge % 19/18 | ||
| AdB Average remuneration of employees | 37.611 | 5,4% | 38.728 | 3,0% | 38.800 | 0,2% | 39.861 | 2,7% | 39.164 | -1,7% | |
| Group results | 2015 | Cge % 15/14 | 2016 | Cge % 16/15 | 2017 | Cge % 17/16 | 2018 | Cge % 18/17 | 2019 | Cge % 19/18 | |
| Passengers Traffic | 6.889.742 | 4,7% | 7.680.992 | 11,5% | 8.198.102 | 6,7% | 8.506.658 | 3,8% | 9.405.920 | 10,6% | |
| Consolidated Operating EBITDA (€ '000) | 23.719 | 12,2% | 28.645 | 20,8% | 33.181 | 15,8% | 37.973 | 14,4% | 44.075 | 16,1% | |
| Consolidated Net Profit (€ '000) | 7.116 | 1,9% | 11.405 | 60,3% | 16.183 | 41,9% | 17.927 | 10,8% | 20.852 | 16,3% |
| Surname | Name | Office | % held | Company | Number of shares held at the end of the previous year |
Number of shares purchased |
Number of shares sold |
Number of shares held at the end of the year |
|---|---|---|---|---|---|---|---|---|
| VENTOLA | NAZARENO | Executive Director & General Manager 1 |
owner | AdB | 2,750 | 0 | 0 | 2,750 |
(1) Sole Senior Executive
Bologna, March 30, 2020
Enrico Postacchini
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME | OFFICE | PERIOD OF OFFICE |
CONCLUSION OF OFFICE |
FIXED REMUN. |
REMUN, FOR COMMITTEE ATTENDANCE |
NON EQUITY VARIABLE REMUNERATION BONUS AND PROFIT OTHER SHARING INCENTIVES3 |
NON MONETARY BENEFITS |
OTHER REMUN. |
FAIR VALUE OF EQUITY REMUN. |
TOTAL | PROPOTION BETWEEN FIXED AND VARIABLE REMUNERATION 1 |
POST EMPLOYMEN T BENEFITS2 |
| ENRICO POSTACCHINI |
Chairman | From 27.04.2016 to 28.04.2019 and from 29.04.19 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 85.961,541 | NA | 0 | NA | NA | NA | NA | 85.961,54 | 100% / 0% | NA | ||||
| 8.027,781bis | NA | 0 | NA | NA | NA | NA | 8.027,78 | 100% / 0% | NA | ||||
| Total | Remuneration from company preparing the financial statement Remuneration from subsidiaries and associates |
93.989,32 | 0 | 93.989,32 |
| NAZARENO VENTOLA |
CEO | From 27.04.2016 to 28.04.2019 and from 29.04.19 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 315.1322 | NA | 108.819 | NA | 10.608 | NA | NA | 434.559 | 75% / 25% | NA | |||
| Remuneration from subsidiaries and associates | 0 | NA | 0 | NA | 0 | NA | NA | 0 | NA | ||||
| Total | 315.132 | 108.819 | 10.608 | 434.559 |
3 The amount is indicated on an accrual basis even if the approval of the financial statements has not yet occurred.
1 The column "Proportion between fixed and variable remuneration" shows A%/B% as the percentage incidence of: (a) sum of fixed remuneration, given by the sum of items (1), (2), ( 4) and (5), in relation to the total remuneration and (b) sum of the variable remuneration, given by the sum of the items (3) and (6), in relation to the total remuneration.
2 The column "Post-employment benefits" indicates the accrued remuneration, even if not yet paid, in favor of the directors for termination of duties during the financial year considered, with reference to the year in progress whose effective termination of office took place. The estimated value of the possible payment of non-monetary benefits, the amount of any consultancy contracts and for non-competition commitments are also indicated. The amount of compensation for non-compete commitments is indicated only once when the office ceases, specifying in the first part of the second section of the report the duration of the non-compete commitment and the date of actual payment.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| OFFICE | PERIOD OF | CONCLUSION | FIXED | REMUN, FOR |
NON EQUITY VARIABLE REMUNERATION |
NON | OTHER | FAIR VALUE OF |
PROPOTION BETWEEN FIXED |
POST | |||
| NAME | OFFICE | OF OFFICE | REMUN. | COMMITTEE ATTENDANCE |
BONUS AND OTHER INCENTIVES3 |
PROFIT SHARING |
MONETARY BENEFITS |
REMUN. | EQUITY REMUN. |
TOTAL | AND VARIABLE REMUNERATION 1 |
EMPLOYMEN T BENEFITS2 |
|
| GIORGIO TABELLINI |
Director | From 27.04.2016 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
| Remuneration from company preparing the financial statement | 4.019,233 | NA | NA | NA | NA | NA | NA | 4.019,23 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | NA | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 4.019,23 | 4.019,23 | |||||||||||
| LUCA MANTECCHINI |
Director | From 27.04.2016 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
| Remuneration from company preparing the financial statement | 4.019,234 | 4.269.235 | NA | NA | NA | NA | NA | 8.288,46 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 4.019,23 | 4.269.23 | 8.288,46 | ||||||||||
| SILVIA GIANNINI |
Approval of Director From 29.04.2019 the fin.stats as at 31.12.2021 Remuneration from company preparing the financial statement Remuneration from subsidiaries and associates |
||||||||||||
| 8.230,777 | NA | NA | NA | NA | NA | 16.711,54 | 100% / 0% | NA | |||||
| 0 | NA | NA | NA | NA | NA | 0 | NA | ||||||
| Total | 8.480,77 | 8.230,77 | 16.711,54 | ||||||||||
| GIADA GRANDI | Director | From 27.04.2016 to 28.04.2019 and from 29.04.2019 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
| Remuneration from company preparing the financial statement | 12.2508 | 9 1.000 |
NA | NA | NA | NA | NA | 13.250 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 12.250 | 1.000 | 13.250 | ||||||||||
| GENNARINO TOZZI |
Director | From 29.04.2019 | Approval of the fin.stats as at 31.12.2021 |
||||||||||
| Remuneration from company preparing the financial statement | 8.230,7710 | NA | NA | NA | NA | NA | NA | 8.230,77 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | NA | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 8.230,77 | 8.230,77 | |||||||||||
| MARCO TRONCONE |
Director | From 14.11.2019 to 28.04.2019 and from 29.04.2019 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
| Remuneration from company preparing the financial statement | 12.25011 | 1.50012 | NA | NA | NA | NA | NA | 13.750 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME | OFFICE | PERIOD OF OFFICE |
CONCLUSION OF OFFICE |
FIXED REMUN. |
REMUN, FOR COMMITTEE ATTENDANCE |
NON EQUITY VARIABLE REMUNERATION BONUS AND OTHER INCENTIVES3 |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER REMUN. |
FAIR VALUE OF EQUITY REMUN. |
TOTAL | PROPOTION BETWEEN FIXED AND VARIABLE REMUNERATION 1 |
POST EMPLOYMEN T BENEFITS2 |
| Total | 12.250 | 1.500 | 13.750 |
| LAURA PASCOTTO |
Director | From 27.04.2016 to 28.04.2019 and from 29.04.19 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 12.50013 | 4.00014 | NA | NA | NA | NA | NA | 16.500 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 12.500, | 4.000 | 16.500 |
| SONIA BONFIGLIOLI |
Director | From 27.04.2016 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 4.769,2316 | NA | NA | NA | NA | NA | 8.788,46 | 100% / 0% | NA | ||||
| 0 | NA | NA | NA | NA | NA | 0 | NA | ||||||
| Total | Remuneration from subsidiaries and associates | 4.769,23 | 8.788,46 |
| EUGENIO SIDOLI | Director | From 29.04.2019 | Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.480,7717 | 7.730,7718 | NA | NA | NA | NA | NA | 16.211,54 | 100% / 0% | NA | ||||
| Remuneration from | Remuneration from company preparing the financial statement subsidiaries and associates |
0 | 0 | NA | NA | NA | NA | NA | 0 | NA | |||
| Total | 8.480,77 | 7.730,77 | 16.211,54 |
| VALERIO VERONESI |
Director | From 29.04.2019 | Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.480,7719 | NA | NA | NA | NA | NA | NA | 8.480,77 | 100% / 0% | NA | ||||
| 0 | NA | NA | NA | NA | NA | NA | 0 | NA | |||||
| Total | Remuneration from company preparing the financial statement Remuneration from subsidiaries and associates |
8.480,77 | 8.480,77 |
| DOMENICO L. TROMBONE |
Director | From 31.10.2017 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3.92020 | NA | NA | NA | NA | NA | NA | 3.920 | 100% / 0% | NA | ||||
| 0 | NA | NA | NA | NA | NA | NA | 0 | NA | |||||
| Total | Remuneration from company preparing the financial statement Remuneration from subsidiaries and associates |
3.920 | 3.920 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME | OFFICE | PERIOD OF OFFICE |
CONCLUSION OF OFFICE |
FIXED REMUN. |
REMUN, FOR COMMITTEE ATTENDANCE |
NON EQUITY VARIABLE REMUNERATION BONUS AND PROFIT OTHER SHARING INCENTIVES3 |
NON MONETARY BENEFITS |
OTHER REMUN. |
FAIR VALUE OF EQUITY REMUN. |
TOTAL | PROPOTION BETWEEN FIXED AND VARIABLE REMUNERATION 1 |
POST EMPLOYMEN T BENEFITS2 |
| PIETRO FLORIDDIA |
Chairman | From 27.04.2016 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 32.520,1221 | 1.86022 | NA | NA | NA | NA | NA | 34.380,12 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 32.520,12 | 1.860 | 34.380,12 |
| ANNA MARIA FELLEGARA |
Statutory Auditor |
From 27.04.2016 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 22.317,6423 | 37224 | NA | NA | NA | NA | NA | 22.689,64 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 22.317,64 | 372 | 22.689,64 |
| MATTEO TIEZZI |
Statutory Auditor |
From 27.04.2016 to 28.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensi nella società che redige il bilancio | 23.589,8825 | 1.86026 | NA | NA | NA | NA | NA | 25.449,88 | 100% / 0% | NA | |||
| Compensi da controllate e collegate | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Totale | 23.589,88 | 1.860 | 25.449,88 |
| PIETRO VOCI | Chairman | From 29.04.2019 |
Approval of the fin.stats as at 31.12.2019 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 11.576,9227 | 2.50028 | NA | NA | NA | NA | NA | 14.076,92 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | 0 | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 11.576,92 | 2.500 | 14.076,92 |
| ALESSANDRO BONURA |
Statutory Auditor |
From 29.04.2019 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 12.822,3929 | NA | NA | NA | NA | NA | NA | 12.822,39 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | NA | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 12.822,39 | 12.822,39 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME | OFFICE | PERIOD OF OFFICE |
CONCLUSION OF OFFICE |
FIXED REMUN. |
REMUN, FOR COMMITTEE ATTENDANC E |
NON EQUITY VARIABLE REMUNERATION BONUS AND OTHER INCENTIVES |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER REMUN. |
FAIR VALUE OF EQUITY REMUN. |
TOTAL | PROPOTION BETWEEN FIXED AND VARIABLE REMUNERATION |
POST EMPLOYMEN T BENEFITS |
| SAMANTHA GARDIN |
Statutory Auditor |
From 29.04.2019 |
Approval of the fin.stats as at 31.12.2021 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from company preparing the financial statement | 12.089,8930 | NA | NA | NA | NA | NA | NA | 12.089,89 | 100% / 0% | NA | |||
| Remuneration from subsidiaries and associates | 0 | NA | NA | NA | NA | NA | NA | 0 | NA | ||||
| Total | 12.089,89 | 12.089,89 |
(1) Remuneration for the position of Chairperson € 73,461.54, in addition to emoluments approved by the Shareholders' Meeting € 12,500, although not yet settled.
(1bis) Remuneration for the position of Chairman of Fast Freight Marconi S.p.a. € 8,027.78, although not yet settled.
Table 2: Financial instrument-based incentive plans, other than stock option plans, in favour of members of the management, administration and control bodies of Aeroporto Guglielmo Marconi di Bologna S.p.A. and of the Senior Executives for 2019
Not applicable
Table 3: Monetary incentive plans in favour of members of the management, administration and control bodies of Aeroporto Guglielmo Marconi di Bologna S.p.A. and of the Senior Executives for 2019
| BENEFICIARIES | BONUS OF THE YEAR | 2019(€) | PRIOR YEARS BONUSES (€) |
||||||
|---|---|---|---|---|---|---|---|---|---|
| NAME | OFFICE | ISSUABLE/ISSUED | DEFERRED | PERIOD OF DEFEREMENT |
NO LONGER ISSUABLE |
ISSUABLE/ISSUED | STILL DEFERRED |
| NAZARENO VENTOLA |
CHIEF EXECUTIVE & GENERAL MANAGER |
|||||
|---|---|---|---|---|---|---|
| Long-term incentive plan Third | cycle July 2017 - 2019 |
48.1501 | ||||
| Long-term incentive plan Fourth cycle | 2018- 2020 |
96.3002 | ||||
| Long-term incentive plan Fifth cycle | 2019-2021 | 96.300 | Payments in 2022 within 90 days from approval of the Financial Statements |
|||
| MBO | 108.8193 |
(1) The long-term incentive plan regulation July 2017-2019 stipulates that the bonus issue depends on achieving the economic and financial objectives, in addition to the level of investments undertaken over AdB's airport investment plan. On achieving the minimum result level, where established, 50% of the matured bonus shall be paid out. On achieving or exceeding the maximum result level, 100% of the matured bonus shall be paid out. In the case of the achievement of a set interim result (between 50% and 100%), the matured bonus shall be proportionally calculated on the basis of the "minimum" and "maximum" levels.
(2) Maximum amount to be issued over the 2018-2020 three-year period.
(3) Payment scheduled in 2020 to be issued as for 50% with payment of the month following the approval of the financial statements and 50% within the payment of the month of October
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.