Remuneration Information • Mar 16, 2017
Remuneration Information
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| Applicable Provisions 5 | ||
|---|---|---|
| Structuring of the Report 5 | ||
| SECTION I - Remuneration and incentive policies 7 | ||
| 1. | Bodies and entities involved in the preparation, approval and implementation of remuneration policies 7 |
|
| 1.1 | Shareholders' Meeting 7 | |
| 1.2 | Board of Directors 7 | |
| 1.3 | Remuneration Committee 8 | |
| Composition 9 | ||
| Operational mode 9 | ||
| Committee Meetings 10 | ||
| 1.4 | Chief Executive Officer 11 | |
| 1.5 | General Manager 11 | |
| 1.6 | Control Functions 11 | |
| 1.7 | Other structures involved 12 | |
| 1.8 | Independent experts that were involved in the preparation of the remuneration policy 12 | |
| 2. | Principles and purposes of the remuneration and incentive policies 12 | |
| 2.1 | Main changes compared to the previous financial year 13 | |
| 3. | Recipients and contents of 2017 Policies 14 | |
| Recipients of Policies and identification of key personnel 14 | ||
| Conditions for access to the variable component (gate) 14 | ||
| Directors' remuneration 15 | ||
| Auditors' remuneration 15 | ||
| Parent Company's Chief Executive Officer and General Manager's remuneration 16 | ||
| Remuneration for Control Functions 17 | ||
| Remuneration of other key personnel 17 | ||
| Structure of variable component structure for principal staff. 18 | ||
| Malus condition 19 |
| Claw back 20 | ||
|---|---|---|
| Long Term Incentive 20 | ||
| Ban on hedging strategies 21 | ||
| Remuneration of agents in financial activities 21 | ||
| Other types of employees 22 | ||
| Remuneration of non-employee collaborators 22 | ||
| 4. | Non-monetary benefits 22 | |
| 5. | Payment provided in case of cessation from the assignment or termination of the employment relationship 23 |
|
| 6. | Implementation of Policies in subsidiaries 23 | |
| SECTION II 24 | ||
| 1. | Part One 24 | |
| 1.1 | Entries that compose the remuneration 24 | |
| 1.2 | Further information on the consistency of fees with the remuneration policy 25 | |
| Executives (not included in the definition of managers with strategic responsibilities) 26 | ||
| Middle Management and Professional Areas that hold commercial roles 26 | ||
| Other Middle Management and Professional Areas 26 | ||
| Other information 26 | ||
| Group Companies 26 | ||
| 2. | Part two: remuneration paid in 2016 30 | |
| Table 1: remuneration paid to members of the administration and audit bodies, to the general managers and to the other executives with strategic responsibilities (figures in thousands of euro) 30 |
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| Other tables: monetary incentive plans for members of the administration and audit bodies, to the general managers and to the other executives with strategic responsibilities 33 |
||
| Scheme relating to the shareholdings of directors, statutory auditors, of the general manager and of the other managers with strategic responsibilities 35 |
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| Table 1: shareholdings of members of the organs of administration and audit and of the general managers 35 |
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| Table 2: shareholdings of other managers with strategic responsibilities 36 | ||
| Other tables 37 |
Dear Shareholders,
Pursuant to art. 123 c of Legislative Decree 24th February 1998 no.58 (Consolidated Finance Act), you are called to decide for or against Section I of this report.
With this Report, Banca IFIS S.p.A.'s Board of Directors aims to comply with the above-mentioned law referred to in art. 123 c of the Consolidated Finance Act, the banking regulations and the selfregulatory rules contained in the Self-Governance code for listed companies, as specified below.
In light of the opportunity provided by Annex 3A, Scheme No. 7-b of the "Issuer's Regulations", to comply, in a single document, with the regulations referred to in art. 123 c of the Consolidated Finance Act and with the Bank of Italy's Supervisory Provisions on remuneration, this report includes additional information, in aggregate form, on so-called "Risk Takers" not included within the scope of the afore-mentioned Consolidated Finance Act article.
Detailed information is also supplied regarding what is contained in the "Information Document concerning remuneration plans based on financial instruments" (pursuant to article 114 b of the Consolidated Finance Act and article 84 b of Consob's Issuer Regulations). The Remuneration Report and the Information document relating to remuneration based on financial instruments are available on the website http://www.bancaifis.it/Corporate-Governance/Shareholders-Meetings/.
Information about the requirements of reporting to the public pursuant to the Supervisory Provisions for banks – Circular 285 of 17th December 2013 – on corporate governance, can be found in the report on corporate governance and information about the ownership structures, which can be found on the Bank's website http://www.bancaifis.it/Corporate-Governance/Corporate documents.
The Remuneration Report (the "Report") was prepared by Banca IFIS Group (the "Group") in accordance with:
This Report also considers European legislation regarding:
The EBA Guidelines, the provisions of the "Self Governance Code" and the format of Borsa Italiana S.p.A. were also considered for the Report on Corporate Governance and Ownership Structure in accordance with art. 123 b of the CFA.
Based on the current provisions, formerly mentioned, this Report is divided into the following sections:
Section I: aimed at illustrating, for members of the Board of Directors, for the general managers and for managers with strategic responsibilities in addition to "Risk Takers" not included within the scope of article 123 c of the CFA, the Group's remuneration policy and the procedures used for the adoption and implementation of this policy. This section describes the policy provided for the year 2017;
Section II divided into two parts; the first aims to represent, by name, for members of the administrative and control bodies, for the general managers and, in aggregate, for managers with strategic responsibilities in addition to "Risk Takers" not included within the scope of article 123 c of the CFA, each of the items that make up the remuneration. The second part shows analytically, in tabular form, as indicated in Annex 3A, Scheme no. 7 b of the Issuers' Regulations, the remunerations paid during the year 2016, in any capacity and in any form, by the company and by subsidiaries or affiliates. Further information requested pursuant to Article 450 of (EU) Regulation of 26th June 2013, n. 575 is then inserted in table format by Banca IFIS and the other companies of the Group.
Regarding incentive plans based on financial instruments, detailed information is contained in the information document regarding remuneration plans based on financial instruments.
The Parent Company's main bodies and personnel involved in the preparation and approval of the remuneration and incentive policies are:
The role of personnel in this regard is described in the Articles of Association and/or in the corporate regulations as specified below.
The Ordinary Shareholders' Meeting, in accordance with art. 10 of the Articles of Association, "in addition to establishing the remuneration of the bodies it has appointed, approves:
Pursuant to the same article, the Shareholders' Meeting may also:
The Board of Directors, according to the provisions of art. 14 of the Articles of Association, has exclusive jurisdiction over resolutions concerning "remuneration and incentive policies to be submitted to Shareholders' Meeting, the review, at least annually, of these policies and the responsibility for their correct implementation, also with the task of ensuring that the remuneration policy is adequately documented and accessible within the corporate structure".
In addition, pursuant to art. 10 of the Articles of Association, the Board of Directors, with the favourable opinion of the Board of Statutory Auditors, may also determine the remuneration of Directors vested with special tasks.
At the preliminary stage, the Board uses its own internal committee (Remuneration Committee) as specified below.
The Remuneration Committee is an internal committee within the Parent Company's Board of Directors and provides support functions to the Board of Directors in defining the remuneration and incentive policies of the Group. Specifically, in accordance with the relevant Regulations, the Committee has the task of:
on this last point, where possible, providing interpretation in controversial cases and rectifying the conditions of allocation of each tranche and regulating the exercise of consequent rights in the case of extraordinary transactions on the capital of the Parent Company (mergers, capital increases free or for a fee, splits or regroupings of shares, etc.)".
Pursuant to the Regulations stated, the President of the Committee reports to the Board of Directors on the activities carried out, at the first suitable meeting. The Committee also assesses at least once a year the adequacy, the overall consistency and the effective application of the remuneration policies of the Group, and reports to the Shareholders' Meeting of the Parent Company on the activities carried out.
The Remuneration Committee consists of three members chosen from among the non-executive members of the Parent Company's Board of Directors, the majority of whom are independent. As approved by the Board of Directors at the meeting of 22nd March 2016, the members of the Committee are:
The Remuneration Committee is chaired by the director, Francesca Maderna, who, in particular, has an adequate knowledge and experience in finance and in remuneration policies.
The Remuneration Committee is appointed for three years and meets periodically, including by video link/telephone, every time the need arises in relation to the tasks assigned to it.
If one or more members of the Committee are no longer in office, the Board of Directors may appoint new ones and/or replace these members.
As established by the Regulations in force, the President of the Parent Company's Board of Statutory Auditors or another standing Statutory Auditor delegated by him on a time to time basis attends. Other members of the Board of Statutory Auditors may in any case attend and, where issues that affect them are not on the agenda, the CEO and the General Manager of the Parent Company. It is also ruled that no Director may attend meetings of the Committee in which proposals submitted to the Board of Directors regard their own remuneration.
The President of the Committee assesses, in relation to the matters to be discussed, the need to involve the Head of Risk Management to ensure that the incentive schemes are properly adjusted to take account of all the risks assumed by the Group, according to methods that are consistent with those adopted for risk management for regulatory and internal purposes.
The Committee may finally avail itself and/or request the presence of:
external consultants, who have expert knowledge of remuneration policies, who can also be chosen from among the Members of the Parent Company's Board of Directors, provided that such experts do not, at the same time, provide to the Human Resources, to the
1 This individual was nominated by the Board of Directors to replace the non-independent director, Andrea Martin.
Executive Directors or to managers with strategic responsibilities of the Parent Company and/or of the other companies of the Group services whose significance is such as to compromise the independent judgement of said consultants;
any Corporate Officer or employee of the Parent Company or of another Group company.
The Committee may access all company information deemed relevant for the performance of its tasks and may use, autonomously, the Bank's financial resources in the amount established by the Board and with the requirement of reporting with regards to any use of funds, at least once a year, usually during the review of the report on corporate governance and ownership structures.
Committee meetings were properly documented in minutes and signed by the Members.
During 2016 the Committee met eleven times; one of which was a joint meeting with the Board of Statutory Auditors and the other two Governance Committees: the Appointments Committee and the Risk Management and Internal Control Committee (CCR). The meetings were preceded by discussion among the members and/or by prior individual examination of the documentation. The average duration of each meeting was approximately one hour. The Committee did not make use of the services of external consultants.
During 2016, two directors, Francesca Maderna and Daniele Santosuosso, attended all eleven meetings, whilst Riccardo Preve (who replaced Andrea Martin2) attended seven meetings.
The CEO attended the meetings where the discussion of issues that concerned him was not envisaged. The President of the Board of Statutory Auditors also attended most meetings and, on one occasion, one other standing statutory auditor also attended.
During these meetings, the committee gave its opinion in relation to:
During 2016, it was not necessary to activate the specific financial resources available to the Committee for the performance of its duties.
In 2017 two meetings of the Committee have already been held regarding: incentive systems for 2016 and for 2017; updating of the self-evaluation process of key personnel and the remuneration of key personnel and heads of internal control functions.
Meetings of the Committee have already been scheduled relating to:
2 Andrea Martin, non-executive and non-independent Director, who stepped down from this role on 22/03/2016, attended four meetings.
The CEO, as defined pursuant to art. 15 of the Articles of Association, is responsible for implementing strategic direction and business management, and makes use of the General Directorate.
Regarding personnel management, the CEO is responsible for:
In light of art. 17 of the Articles of Association, the General Manager oversees implementation of the directives of management of the CEO and assists the latter in the execution of the resolutions of the Board of Directors.
The General Manager therefore also has the task of making recommendations to the CEO on the contents of the process for the management of employees.
The control functions work together, each within their respective jurisdiction, to ensure the adequacy and compliance of the remuneration and incentive policies with prevailing legislation and their correct operation.
In particular:
Risk Management works with the Remuneration Committee to ensure that the forms of incentive remuneration are consistent with the risk appetite (for example with the Risk Appetite Framework) and with governance and risk management policies and considering the level of capital and liquidity necessary to carry out the planned activities. It also supports Administration in determining, after the approval of the financial statements by the Shareholders' Meeting, the amount of variable remuneration attributable to the CEO, the General Manager and additional potential beneficiaries of remuneration based on financial instruments as well as for the verification of the conditions for their attribution.
The main Parent Company functions involved in the preparation and implementation of the remuneration policy are:
To ensure the overall consistency of the policy of the entire Group, bearing in mind the characteristics of each subsidiary, the HR Department of each subsidiary is involved.
No independent experts were involved in the preparation of the remuneration policy.
This Report aims to regulate the remuneration and incentive policies followed by the banking Group in accordance with current legislation and considering the characteristics of the Group.
The remuneration and incentive policies are defined by the Parent Company in accordance with corporate objectives and values, with long-term strategies and with prudent risk management policies, in line with what is defined in the provisions on the prudential control process.
Banca IFIS Group's remuneration and incentive system is based on the following principles:
bringing coherence to the performance of the company with the objectives of sustainable growth of the Group;
seeking the best alignment between the interests of different stakeholders;
A base fixed remuneration is set out for each employee that reflects their professional experience and their role, the market value of the role and the collective bargaining agreement in force. This component is sufficient for a variable part not to be paid.
For key staff, it is further established that any interventions on the fixed component cannot exceed an increase of 20% compared to the previous year's gross annual salary. In view of the Parent Company's strategically important projects and/or extraordinary transactions, for key personnel playing a particularly important role in these initiatives the possibility exists to allow, for a certain period of time, as long as the person has the specific post and, in any case, for a maximum of 18 months, specific recognition. This allowance, which is configured as a predefined sum, not tied to performance, on proposal from the Chief Executive Officer must be approved by the Board of Directors, after approval of the Remuneration Committee, and subsequently communicated to the interested parties by individual letter.
The main changes are aimed at better aligning Remuneration and Incentive policies to the objectives of: compatibility with levels of capital and liquidity, financial stability, medium to longterm direction and compliance with regulations.
To this end, the conditions for access to the variable component (gate) applying to all staff were made explicit, considering indicators of profitability, liquidity and capital adequacy.
Against this background, the formulas for calculating the variable component for the CEO and Director General were consequently adjusted, increasing the share of net profit before noncomputable taxes and excluding from this calculation any elements arising from extraordinary operations.
The materiality threshold laid down for implementing the rules on deferment and partial payment in shares was also reconsidered, lowering it to €70,000, as was the application of malus and claw back mechanisms.
To better align individual objectives to business results and value creation targets in the medium to long term, the possibility of a further Long Term Incentive has been defined for business units with a gross budget profit of more than €20 million in 2017.
Taking the Parent Company's strategically important projects and/or extraordinary operations into consideration, the potential for an allowance as a default sum, under specific conditions, has been set out for principal staff members who play a particularly important role in these initiatives, not linked to performance.
Finally, the methods of performance assessment were specified for principal staff responsible for corporate control functions, making it clear that any variable components may be proposed by the Remuneration Committee, in consultation with the Chief Executive Officer and the Director General, and the Board of Directors.
Remuneration and incentive policies are defined for all Group personnel3, without prejudice to more detailed requirements for members of staff that have a substantial impact on the Group's risk profile (so-called key personnel). These individuals are regularly identified by the Parent Company in respect of all Group companies and considering the results of evaluations carried out by all individual Group companies affected, considering these criteria:
From the staff-assessment process for Group key personnel, led by Human Resources with the support of Compliance and Risk Management to the extent applicable and approved by the Board of Directors on 2nd March 2017, 47 individuals fall within the category of Group key personnel, grouped into the following categories:
| President of the Board of Director Vice President Non-executive Directors Chief Executive Officer General Manager Managers with strategic responsibilities of control functions Managers with strategic responsibilities of important business units |
Managers with strategic responsibilities of very important operating units Head of control functions Head of business units Head of important operating units Head of risk management structures Head of service, consultancy and support structures |
|---|---|
| ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
Managers with strategic responsibility within the parent company are all included as key personnel.
Group key personnel accounts for about 3.5% of the Group's workforce
Any key personal, identified on an individual basis by each subsidiary, and not considered as such by the Group, will follow the same rules set out in the remuneration and incentive policies according to the category to which they belong.
Access to the variable portion for all personnel shall be subject to:
3 This means members of strategic supervisory, management and control bodies, employees and contractors of the Parent Company and its subsidiaries.
4 See also Bank of Italy Circular 285, Part I, Heading IV, Chapter 2, Section II, paragraph 2. 5 See also Bank of Italy Circular 285, Part I, Heading IV, Chapter 2, Section IV.
The absence of any one of these parameters will prevent payment of the variable component.
The variable component is also recognised under the condition that the beneficiary is still in post/an employee of the Group and not working a period of notice for resignation or dismissal, except for retirement or placement in the solidarity fund.
Payment of a variable component will also be suspended where the Bank has instigated disciplinary proceedings in progress for fraud or gross negligence or for acts that may lead to the individual's dismissal by just cause.
Shareholders' Meeting of 22nd March 2016, regarding the Board of Directors currently in office:
There are no incentive mechanisms for non-executive Directors, including the President.
For subsidiaries, their respective Shareholders' Meetings resolved that the members of the strategic supervisory bodies that play other roles within the Group as employees do not receive any compensation for their role on the Board of Directors. With reference to Interbanca, the Shareholders' Meeting voted to award its only independent Director, for the role of director, a fixed fee for each of the years 2017 and 2018.
Regarding the Board of Auditors, the Shareholders' Meeting of 22nd March 2016:
agreed to pay the President and two Standing Auditors a fixed annual fee, as well as reimbursing expenses sustained in the performance of their duties;
6 Not to be included in calculations are elements deriving from extraordinary transactions such as: capital increases, company mergers, demergers, acquisitions or any other non-recurring transaction that the Board of Directors should decide on and deem suitable to modify the value of the indicator.
agreed to pay to all the Standing Auditors a fee for every Board of Directors' meeting attended.
No incentive mechanisms are available for members of the Board of Auditors and there is no form of variable remuneration.
For subsidiaries, their respective Shareholders' Meetings voted to give the President and the two Standing Auditors a fixed annual fee, as well as reimbursement of expenses.
The CEO's remuneration involves, in addition to a fixed recurring fee, a variable part equal to 1.5% (percentage) of the Bank's consolidated result before taxes relating only to the year in question, for the part exceeding €60m7, which is correct, in turn, for the relationship between the Group final balance sheet RORAC8 (return on risk adjusted capital)9 and the Group's future RORAC10, in formula (A):
ܾ݈ܽܽ݊ܿ݁ ݈݅݊ܽܨܥܣܴܱܴ ൈ ሻ60.000.000 െ ݀݅ݎܲ݁ ݐ݂݅ݎܲ ݔܶܽ െ ݁ݎܲ ሺ ൈ % 1.5 ൌ ܾ݈݅ܽ݅݁ݎܸܽ ݁ݒ݅ݐܿ ݁ݏݎܲܥܣܴܱܴ
(A)
The incidence of the variable component to the fixed component may not exceed a maximum ratio 1:1.
The General Manager's remuneration consists of a comprehensive annual salary (RAL) and a variable remuneration equal to 0.75% (the so-called percentage) of the Bank's consolidated result gross only of the taxes pertaining to the financial year, for the part exceeding €60m11, which is correct in turn for the ratio between the Group final balance sheet RORAC12 (return on risk adjusted capital)13 and the Group prospective RORAC14, in formula (B):
$$
Variable = 0.75\% \times (Pre - Tax Profit_{Period} - 60.000.000) \times \frac{RORAC_{Final \ balance}}{RORAC_{Prospe \ curve}}
$$
(B)
In any case, the incidence of the variable component may not exceed 60% of the RAL.
7 Not to be included in calculations are elements deriving from extraordinary transactions such as: capital increases, company mergers, demergers, acquisitions or any other non-recurring transaction that the Board of Directors should
decide on and deem suitable to modify the value of the indicator. 8 Indicator calculated as the ratio between Net Profit for the period and Capital Absorbed for the first pillar risks. Elements that derive from extraordinary operations are not considered in the calculation such as capital increases, corporate mergers, demergers, acquisitions or in any case other non-recurring operations that the Board of Directors should deliberate and which are suitable to alter the value of the indicator. 9 The reference period is the same as for the objective RORAC (ex-ante measurement). 10 Defined in the strategic plan with a 12-month horizon. 11 Not to be included in calculations are elements deriving from extraordinary transactions such as: capital increases,
company mergers, demergers, acquisitions or any other non-recurring transaction that the Board of Directors should
decide on and deem suitable to modify the value of the indicator. 12 Indicator calculated as the ratio between Net Profit for the period and Capital Absorbed for the first pillar risks. Are not considered in the calculation elements that derive from extraordinary operations such as capital increases, corporate mergers, demergers, acquisitions or in any case other non-recurring operations that the Board of Directors should
deliberate and suitable to alter the value of the indicator. 13 The reference period is the same as for the objective RORAC (ex-ante measurement). 14 Defined in the strategic plan with a 12-month horizon.
The remuneration package for key personnel belonging to the control function (Risk Management, Compliance, Internal Audit, Anti Money Laundering, Human Resources and Statutory Reporting Manager) is structured with a prevailing fixed component and a variable part that is attributed annually based on quality and efficiency criteria.
During recruitment, without prejudice to the consultative and proposal role of the Remuneration Committee, determination of remuneration is attributable to:
At least annually, the Remunerations Committee analyses the individual positions and, in consultation with the CEO and the General Manager, regarding the Heads of Control Functions, expresses its opinion and formulates proposals to the Board of Directors.
The variable component is subject to prior quality evaluation that can be expressed on a scale of five levels of judgment and includes information on the following objectives:
Each grading equates to a percentage of variable component to be allocated according to the following scale:
| Excellent | Good | Above average | Average | Inadequate |
|---|---|---|---|---|
| 100% of premium | 80% of premium | 50% of premium | 0% | 0% |
up to the maximum fixed/variable component ratio which, for the most outstanding business function staff, cannot exceed the ratio of 1:3.
Subject to the conditions of access to variable component (gate), depending on the goals of corporate sustainability, incentive mechanisms linked to the performance of both Banca IFIS and the Group are excluded from determining the remuneration of key personnel belonging to control functions.
The remuneration of the remaining key personnel consists of a comprehensive annual salary and a variable component defined in advance for each individual based on predefined criteria and based on three pillars:
The limit on the ratio between the variable component and a fixed component of the previous year is defined, and the amount of maximum theoretical variable component is determined in the following table:
| Structures | No. of Managers | Previous year % max Bonus on RAL |
Senior Management Assessment |
Cost income ratio |
MBO |
|---|---|---|---|---|---|
| Managers with strategic responsibilities of very important operating units |
1 | 60% | 30% | 20% | 50% |
| Managers with strategic responsibilities of important business units |
2 | 60% | 20% | 20% | 60% |
| Business Units | 12 | 80% | 20% | 20% | 60% |
| Risk management unit | 7 | 50% | 30% | 20% | 50% |
| Important operating units | 1 | 50% | 40% | 20% | 40% |
| Service, consultancy and support structures |
7 | 50% | 50% | 20% | 30% |
To implement the management process shown above, relevant corporate regulations were issued, aimed at management of the system structured as follows.
The Remuneration Committee has a consultative role in determining the remuneration criteria that are subject to annual examination by the Board of Directors.
Subsequent interventions on fixed and/or variable remuneration are defined by the CEO under the criteria specified below.
At least on an annual basis, the CEO informs the Remuneration Committee on the decisions taken.
Since provision of a significant variable component was never envisaged, meaning a variable remuneration that exceeds the fixed salary, the percentage of deferred variable component is fixed at 40% for a period of 3 years.
The variable up-front remuneration is therefore payable upon approval of the financial statement for the year ended on 31st December of the previous year. 50% of this will be paid in Parent Company shares at the end of the three-year retention period15 to which the shares pertain, in line with strategic planning.
The variable remuneration, subject to a three-year vesting period following approval of the financial statement for the year ended on 31st December of the previous year, is determined on approval of those accounts.
15 Period during which there is a prohibition on the sale of shares.
50% of the variable remuneration subject to a vesting period will be paid in Parent Company shares at the end of the retention period16 of a year to which the shares pertain.
The remaining variable remuneration subject to a vesting period is subject to annual reassessment at the prevailing legal rate.
The number of shares to be assigned is determined by taking the average market price in the month preceding the determination of variable component as fair value, to be carried out on the date of the Shareholders' Meeting to approve the financial statement.
The number of shares is determined by rounding to the nearest integer.
In line with best market practices, it is appropriate to apply the same rules for deferment and partial payment in Bank treasury shares where the variable remuneration is equal to or greater than €70,000.
The deferred variable component is subject to the following malus mechanisms, which reduce until reset, ex-post, the amount previously determined, according to the criteria listed in the following table (C).
| Overall Total Capital Ratio17 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| <10.7% | 10.7%< <11.5% | 11.5%<12.5% >12.5% | ||||||||
| Group | ≥ 15% | ‐100.0% | ‐‐‐ | ‐‐‐ | ‐‐‐ | |||||
| RORAC | 10.5%< < 15% ‐100.0% | ‐30.0% | ‐20.0% | ‐10.0% | ||||||
| < 10.5% | ‐100.0% | ‐40.0% | ‐30.0% | ‐20.0% |
(C)
The deferred variable component is also reset if the subject has determined or contests to determine:
or also where:
the Assembly has resolved the revocation of the post through just cause, that is, the Board of Directors has decided to withdraw from the working contract for just cause.
The above-mentioned criteria are audited in each of the three financial years18 following the determination of the variable component (accrual period) and are applied on occurrence of the above-mentioned conditions, taking into consideration the lower result recorded in the period of reference.
16 Period during which there is a prohibition on the sale of shares.
17 EU Regulation 575/2013 (CRR) and Directive 2013/36/EU (CRD IV). 18 A condition sufficient for application of the corrective mechanisms listed in the table is the occurrence of these same conditions in at least one of the three years of observation (accrual period).
The Group reserves to take appropriate action for the return of the variable component recognised and/or paid to key personnel that exceeded the materiality threshold where the individual has determined or contests to determine:
or also where a Group Total Own Founds Ratio20 is lower than the Overall Capital Requirement communicated by the Supervisory Body under the "Decisions on capital" at the conclusion of the supervisory review process (SREP).
Also where these criteria have occurred in each of the three closed financial years21 (accrual period) following determination of the variable component applicable on occurrence of the above conditions.
For Heads of business units with more than €20m gross profit in the financial year 2017, an incentive can be considered that rewards consistent excellent performance over time.
Essentially, if, during the three-year period 2017-2019 (accrual period), the average of the results achieved by business units is at least 90% of those budgeted22, as at formula (D):
$$
\sum_{t=1}^{3 \text{ years}} \frac{1}{3} \frac{RORAC_{BU\,Final\,balance}{RORAC_{BU\,Budget\ t}} \ge 90\%
$$
(D)
without prejudice to the yearly passing of the minimum threshold of 80% of budget objectives set out annually, the CEO, in conjunction with the General Manager, will give a qualitative assessment on the Manager's work, which, if positive, will give rise to the payment of an incentive, defined ex ante, not exceeding 60% of the Manager's gross annual salary for 2019, and still respecting the maximum ratio of 1:1 between fixed and variable components, whose value will be paid in Parent Company shares with one-year retention period.
In addition, in view of the importance assumed by Managers with strategic responsibilities for the Group's medium to long term goals, for these individuals (excluding the General Manager, department heads and other executives with strategic responsibilities already subject to Long Term Incentive covered by other performance criteria) a performance incentive is set out for an average three-year performance during 2017-2019 (accrual period) higher than expected (MBO) and with
19 Elements that derive from extraordinary transactions will be disregarded, such as capital gains, corporate mergers, demergers, acquisitions or any other non-recurring operation that the Board of Directors may decide on and that is likely to change the value of the indicator.
20 EU Regulation no. 575/2013 (CRR) and Directive 2013/36/EU (CRD IV).
21 A condition sufficient for application of the corrective mechanisms listed in the table is the occurrence of one of these conditions in at least one of the three years of observation (accrual period). 22 Based on the latest approved strategic plan and with 12-month timeframes.
Total Shareholder Return exceeding 20% (average share price in December 2019 compared to the average share price in December 2016).
In such a case, the CEO, in conjunction with the General Manager, will give a qualitative assessment on the Manager's work, which, if positive, will give rise to the payment of an incentive, defined ex ante, not exceeding 60% of the Manager's gross annual salary for 2019, and still respecting the maximum ratio of 1:1 between fixed and variable component, whose value will be paid in Parent Company shares with one-year retention period.
The number of shares to be assigned will be determined by taking the average market price in the month preceding the determination of Long Term Incentive as fair value, to be carried out on the date of the Shareholders' Meeting to approve the financial statement at the end of the relevant accrual period.
The number of shares is determined by rounding to the nearest integer.
Any recognition of this incentive, depending on the structure already outlined, itself aimed at ensuring a medium to long-term orientation, will not be subject to the rules for deferment, partial payment in shares and retention.
The incentives previously set out will also be recognised under the condition that the beneficiary is still in post/an employee of the Group and not working a period of notice for resignation or dismissal, except for retirement or placement in the solidarity fund.
It is strictly forbidden for individual employees to execute hedging strategies on remuneration or on other aspects that may alter or affect the alignment effects on business risk inherent in the remuneration mechanisms envisaged.
Within the category of employees not subject to employment contracts, particular importance is attached to Financial Agents. The group uses an external distribution network for recovery, both in and out of Court, of distressed loans and, following the recent acquisition of the ex GE Capital Interbanca Group, a network of agents for promoting leasing products.
The remuneration of individuals involved in the recovery of distressed loans, both in and out of Court, is contractually defined comprising a non-recurring component determined ex ante with an incentivising value, and a recurring component.
Furthermore, in accordance with the Bank of Italy's Supervisory Provisions:
The Parent Company aligns remuneration for financial agents involved in promoting leasing products, respecting the principles and reasoning described above. Where necessary, the Parent Company's objective is to encourage appropriate compliance action.
For remaining employees, during the annual assessment provided for by the Collective Labour Agreement, the CEO and/or the Directorate General may provide one-off payments up to a maximum of three months. This premium, except where set out by the access conditions (gate) set out above, are aimed at rewarding excellent performance and/or particular or evident quality.
In the absence of a supplementary company agreement, the Parent Company's Board of Directors can decide on payment of "corporate award" applicable to its employees, determining its measure and criteria.
The variable remuneration system for the sales network is defined by the CEO and communicated to the Board of Directors.
The Group may also use non-employee collaborators whose relationships can largely be grouped into two contractual forms:
For consultancy contracts appointments can be awarded ad personam with the contents of the consultancy activity, the fee (or the criteria for determining the same) and its method of payment.
Project contracts may be concluded with persons to whom is entrusted, without any bond of subordination, the task of realising certain specific projects with definition of the contents, the results expected and the implementation time.
The remuneration for these types of contract is determined in close connection with the profit derived from the work of those offering their services considering the professionalism of staff, the complexity of the service and the market rates of reference.
The Company organs and employees may enjoy certain benefits, having different gradation in relation to the corporate role and/or to the service reasons, with reference to: health policy, occupational and non-occupational accident policy, company car and service accommodation.
The attribution is summarised as follows:
corporate contributions to supplementary pension provision (for all permanent employees, with percentages varying from 1.5% to 4% of gross annual salary and/or based on salaries for post-employment benefit purposes (subject to certain contractual situations previously acquired);
The allocation of service accommodation is limited to only a few cases.
The above benefits, where applicable for all employees, are not considered discretional.
As a general rule, the Group's companies does not enter into agreements that govern ex-ante the possible early termination of the relationship upon the initiative of the Company or of the individual (Golden Parachutes), (including cases of early termination of employment or due to its nonrenewal) without prejudice, in any case, to the obligations of the law and/or of the Collective Labour Agreement.
The following are not considered parachutes: payments and disbursements due under law and by collective agreement or based on transactions carried out under and within the limits of these institutions and to avoid the risk of objectively justified judgement.
In the event that these "parachutes" are approved, they are subject to the claw back conditions cited above to occur in each of the three closed financial years23 following the (accrual period) and applied on occurrence of the conditions mentioned above.
The description of the performance objectives according to which the variable components of remuneration are assigned, reference is made to the criteria defined for the determination of the variable remuneration of the CEO, of the General Manager, of other key personnel and the mechanisms that combine the trend of the variable remuneration with the variation of the results achieved.
This document regarding the implementation of the compensation and incentive policies, drawn up by the Parent Company applies to all subsidiaries, therefore they are not required to draft their own documents
Each subsidiary company, in line with the directions as supplied by the Parent Company, submits this document or an extract from it to its own strategic supervisory body. This body is responsible for its proper implementation in the subsidiary and will ensure that this remuneration and incentive policy is adequately documented and accessible within the corporate structure;
In applying regulatory provisions, Interbanca will also submit to its Shareholders' Meeting: the remuneration plans based on financial instruments (e.g. stock options) and the criteria for determining the compensation to be granted in the event of early termination of the employment relationship or early termination of office including the limits established in that compensation in terms of annuities of fixed remuneration and the maximum amount that results from their application.
23 A condition sufficient for application of the corrective mechanisms listed in the table is the occurrence of one of these conditions in at least one of the three years of observation (accrual period).
Regarding the directors, statutory auditors, members of the Risk Management Committee, Assignment Committee, Remuneration Committee and Supervisory Board, the following details are provided on the items included in remuneration and that, for the financial year 2016, are summarised in the following Table 1.
In the "fixed remuneration" column the following are illustrated, according to a competence criteria and, where necessary, reporting the amount at its effective date
In the Fees for Participation in Committees column, the fees, possibly related to the effective date of appointment, assigned to other directors vested with special offices and established by the Board of Directors of 22nd March 2016 are listed in the following amounts:
for the other directors who make up the Supervisory Body pursuant to Legislative Decree 231/2001, a fixed annual remuneration for this post equal to €10,000.
The variable portion of the CEO's and General Manager's remuneration acquired in relation to the profit for the year 2016 is indicated in the section "participations in profit" of the "variable non-equity remuneration" column and payment is conditional upon verification of compliance with the conditions established in the remuneration policy.
Any bonuses and other incentives earned, for the work in 2016, by directors with strategic responsibilities are shown in the section "bonuses and other incentives" of the "variable non-equity remuneration" column. In that section, the "corporate award" for the General Manager and for other directors with strategic responsibility is also indicated. This award was established by the collective labour agreement in force and approved by the Board of Directors in favour of employees at the meeting of 28th November 2016, despite the absence of supplementary company agreement.
The "non-monetary benefits" column shows the value of the following fringe benefits, generally according to a criterion of tax liability:
For the Managers with strategic responsibility identified for 2016 (5 managers as of 31/12/2016), the information is provided in aggregate form with an indication of the number of persons to which it refers (this involves 6 managers who, during the year, have held this position, even for part of the year).
Consistent with the report provided to the Shareholders' Meeting of 22nd March 2016 regarding implementation of the remuneration policies approved the previous year, (the relevant documentation is available on the website of the Bank in the section "Corporate governance" > path > Shareholders' Meeting > 2016) together with the minutes of the Shareholders' Meeting of 22nd March 2016, pursuant to article 125 d of the Consolidated Finance Act), we provide - in addition to what is already stated in other parts of this Report - some further concise information on the implementation, in 2016, of the policies approved one year ago.
The average ratio between the variable proficiency component for 2016, for managers who received it, and fixed remuneration for 2016 amounted to 27.99%.
The average ratio between variable component and fixed remuneration for 2016 was 19.39%.
For 2016, bonuses were paid equal to 7.58% of the workforce with an average amount equal to 7.87% of Gross Annual Salary.
For completeness of information and regarding the entire company workforce, the following is also pointed out:
The emoluments paid to directors and employees of the Polish subsidiary, IFIS Finance Sp. z o.o. are consistent with the parameters of the Group remuneration and incentive scheme. In particular:
The remuneration policy (also "Compensation Policy") adopted by the Shareholders' Meeting on 29 April 2016, was defined and implemented by the previous General Electric management until November 30, 2016, at which date GE Capital Interbanca Group was acquired by the Banca IFIS Banking Group.
This final report, therefore, with particular reference to the quantitative data in it, will take account of the change in ownership and the consequent changes in the corporate structure from that date.
There were 26 Material Risk Takers (that is, the key personnel, also "MRT") in 2016 including the members of the Board of Directors whose mandate ceased on 30th November 2016.
It should be noted that the Chief Risk Officer, Chief Compliance Officer, the Factoring Managing Director, the Chief Operations Officer and the Chief Financial Officer (the latter was not a Bank employee but a separate officer from a GE company based abroad) also left on the same day the Bank passed to new ownership.
The HR Director and the General Manager ceased their employment relationship with the Bank on 31st December 2016.
The Internal Audit Leader's powers were revoked on entry into new ownership.
The Factoring Credit Leader resigned during the year and was not replaced, as the powers of this post were transferred to the Parent Company's Chief Risk Officer, already included as MRT.
The Pricing Leader, also resigned during the year, and was replaced by the Pricing Manager.
For the financial year 2016, two MRT, Control Functions managers who were classified as Executive Band (under previous General Electric management structure), the Chief Risk Officer and the Human Resources Director, were given the Role Based Allowance or role allowance.
Both MRT voluntarily ended their employment relationship with the Bank on 30/11/2016 and 31/12/2016 respectively.
Confirmation of the retention bonus for 2016, already introduced in 2015, with the aim of retaining key resources during the sale process ended only at 30th November 2016.
The variable remuneration (retention bonuses included) for MRT who were not Managers of Control Functions in post at the time of its payment, was paid in respect of the limit of 1:2 between fixed and variable remuneration components as required by the prevailing Compensation Policy.
Aggregated data on fixed salary, variable remuneration and on retention regarding the financial year 2016 are presented in "Other tables" in the second part of this report.
In view of the acquisition of the GE Capital Interbanca Group by the Banca IFIS Banking Group and of the new corporate structure, 6 MRT employment relationships were resolved voluntarily (including the General Manager and Chief Executive Officer) as of 30th November 2016 and 31st December 2016.
In line with the provisions of Appendix C to the Compensation Policy of the then GE Capital 2016 Interbanca S.p.A., specifically approved by the Shareholders' Meeting of 29th April 2016, all amounts individually paid were defined within the salary provided for in the CCNL [National Collective Labour Agreement] for executives of credit, financial and instrumental businesses and are subject to the claw back clause for a period of 5 years after termination of employment.
Please note that these sums were not subject to deferment because, as well as being defined within the scope of the contract, they were paid with a view to avoiding litigation.
In 2016, the Committee met seven times. The average duration of a meeting was around an hour. The Committee did not make use of the services of external consultants.
The Committee consisted of the President of the Board of Directors, Ugo Draetta, and two independent directors, Mario Garraffo and Marco Giorgino.
The Director, Mario Garraffo, participated in 5 of the seven meetings and Director, Marco Giorgino, in six.
The role of Secretary was carried out by the HR Director, Adriana Paolone.
During 2016, it was not necessary to make specific financial resources available to the Committee for the performance of its duties.
The above-mentioned Remuneration Committee ceased with the takeover by Banca IFIS on 30th November 2016.
Quantitative data relating to 2016 remuneration policies.
For details of quantitative data, please refer to "Other tables" (in the second part of this report).
We should start by saying that implementation of the incentivising remuneration work is expected in April 2017.
Consequently, aggregate quantitative data reported in the corresponding table entries are shown based on the assessments made to date, and the provisions made.
Finally, for 2016, in consideration of the sale, deferment of the variable part of remuneration will be made only in "cash".
The total expected variable remuneration outlay is financially viable if we consider the individual regulatory capital of Interbanca S.p.A. (formerly GE Capital Interbanca S.p.A. and Parent Company of the former GE Capital Interbanca Banking Group S.p.A.) at 31st December 2016 equal to €865 million and the CET1 ratio of 37.4%.
Deferred amounts will still be subject to a sustainability check and to malus and/or claw back provisions.
Compensation for members of the Board of Directors and Auditors
There are no fees for members of General Electric's Board of Directors, although the variable portion of their pay is tied to the results of the GE Capital Interbanca Banking Group.
The total fees for Interbanca S.p.A.'s two independent directors amounts to €165,000.00 (including remuneration for Committee assignments within the Board of Directors) and the remuneration of the President of the Board of Directors amounted to €82,500.00 (including remuneration for Committee assignments within the Board of Directors).
It should be noted that remuneration for 2016, was calculated from January to November 2016.
For 2016, there are no fees for Board members who have been mandated by the new owner. This also applies for Board members of Interbanca S.p.A.'s subsidiaries as at 31st December 2016 who, as employees of GE and, from 30th November 2016, employees of Banca IFIS S.p.A., have not drawn any remuneration.
The total 2016 remuneration for the Board of Statutory Auditors is equal to €222,500.00, of which €11,667.00 is for Auditors entering post from 1st December 2016. Regarding remuneration for the Auditors of subsidiaries of Interbanca S.p.A., as at 31st December 2016, there is a total amount for the three companies of €256,916.67, of which €17,500.00 for the Auditors entering in post from 1st December 2016.
All the above amounts, which do not include other expenses (VAT, Lawyers Provident Fund), are in line with what was approved by the relevant Shareholders' Meetings.
Table 1: remuneration paid to members of the administration and audit bodies, to the general managers and to the other executives with strategic responsibilities (figures in thousands of euro)
| Fixed rem uner |
ation | Non‐ equit |
iable ion nerat y var remu |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| and S Name urnam e |
intm Appo ent |
Perio dur d ing w hich t he posit ion w as he ld |
Posit ion e nd da te |
Appo intm ent allow ance s oved by appr the Share holde rs' Meet ing |
Atten danc e toke ns |
Lump ‐sum expe nse reim burse ment |
Remu ion for nerat ial dutie spec s ant to a rt. pursu of th lian 2389 e Ita Civil Cod e |
Empl oyee fixed ion nerat remu |
Remu nerat ion for parti cipat ion in ittee comm s |
Bonu nd ses a othe r incen tives |
Profi sha ring t |
Non‐ tary mone bene fits |
Othe r ion nerat remu |
Total | Fair valu of e quity e ion nerat remu |
Appo intm ents evera nce p ay or empl rmin ation fee nt te oyme |
| Seba stien Ego n Fürst enbe rg |
Chair man |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
|||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
‐ 25 | 650 | 675 | n.a. | ‐ | ||||||||||
| ratio fr ubs idia ries Rem B IFIS S.p. A. s une n om anca |
‐ | n.a. | ‐ | |||||||||||||
| Tota l |
‐ 25 | ‐ | ‐ 650 | ‐ | ‐ | ‐ | ‐ | ‐ | 675 | n.a. | ‐ | |||||
| Aless andro Csill aghy De Pacse r |
Depu ty Ch airma n |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
|||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
‐ 25 | 500 | 525 | n.a. | ‐ | ||||||||||
| ratio fr Rem B une n om |
ubs idia IFIS S.p. A. s anca |
ries | ‐ | n.a. | ‐ | |||||||||||
| Tota l |
‐ 25 | ‐ | ‐ 500 | ‐ | ‐ | ‐ | ‐ | ‐ | 525 | n.a. | ‐ | |||||
| Giov anni Boss i |
CEO | from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
|||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
‐ 25 | 650 | 650 | 1.32 5 |
n.a. | ‐ | |||||||||
| fr ubs Rem ratio B IFIS S.p. A. s idia ries une n om anca |
‐ | n.a. | ‐ | |||||||||||||
| l Tota |
‐ 25 | ‐ | ‐ 650 | ‐ | ‐ | ‐ 650 | ‐ | 1.32 5 |
n.a. | ‐ |
| Fixed rem uner |
ation | Non‐ equit |
iable ion nerat y var remu |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Appo intm ent allow |
Atten danc e toke |
Lump ‐sum |
Remu ion for nerat ial dutie |
Empl oyee fixed |
Bonu nd ses a |
Profi sha ring t |
||||||||||
| and S Name urnam e |
intm Appo ent |
Perio dur d ing w hich t he |
Posit ion e nd da te |
ance s oved by appr |
ns | expe nse reim burse ment |
spec s ant to a rt. pursu |
ion nerat remu |
Remu nerat ion for |
othe r |
Non‐ tary mone |
Othe r |
Total | Fair valu of e quity e |
Appo intm ents evera nce p ay or |
|
| posit ion w as he ld |
the | of th lian 2389 e Ita |
parti cipat ion in ittee comm s |
incen tives |
bene fits |
ion nerat remu |
ion nerat remu |
empl rmin ation fee nt te oyme |
||||||||
| Share holde rs' |
Civil Cod e |
|||||||||||||||
| ing Meet |
||||||||||||||||
| Board Direc tor |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
25 | 26 | 9 | 60 | ||||||||||
| 31/12 /18 |
||||||||||||||||
| Presid isk M & int ernal ent R ment anage |
from 1/1/20 16 to 31/12 /2016 |
val o f the financ ial sta Appro temen ts to |
||||||||||||||
| Giuse ppe B enini |
Contr ol Co mmitt ee |
31/12 /18 |
68 | 68 | ||||||||||||
| Presid ent N omina tions Comm ittee |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
||||||||||||||
| 31/12 /18 |
4 | 4 | ||||||||||||||
| Appro val o f the financ ial sta temen ts to |
||||||||||||||||
| Mem ber of Supe rvisor y Bod y |
1/1/20 31/12 /2016 from 16 to |
31/12 /18 |
13 | 13 | ||||||||||||
| ratio Rem at une n |
Ban ca IF IS S. p.A. |
38 | 26 | ‐ 9 | ‐ | ‐ 72 | ‐ | ‐ | ‐ | 146 | n.a. | ‐ | ||||
| Rem ratio fr B IFIS S.p. A. s ubs idia ries une n om anca |
‐ | n.a. | ||||||||||||||
| ‐ | ||||||||||||||||
| l Tota |
38 | 26 | ‐ 9 | ‐ | ‐ 72 | ‐ | ‐ | ‐ | 146 | n.a. | ‐ | |||||
| Board Direc tor |
1/1/20 31/12 /2016 from 16 to |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
25 | 25 | 9 | 59 | ||||||||||
| Franc Made esca rna |
Mem ber o f Risk Mana nt & Intern al geme |
from 1/1/20 31/12 /2016 16 to |
Appro val o f the financ ial sta temen ts to |
42 | 42 | |||||||||||
| Contr ol Co mmitt ee |
31/12 /18 |
|||||||||||||||
| Presid ent R eratio n Com mittee emun |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
4 | 4 | ||||||||||||
| 31/12 /18 |
||||||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
25 | 25 | ‐ 9 | ‐ | ‐ 46 | ‐ | ‐ | ‐ | 104 | n.a. | ‐ | ||||
| fr Rem ratio B une n om anca |
ubs idia IFIS S.p. A. s |
ries | ‐ | n.a. | ‐ | |||||||||||
| l Tota |
25 | 25 | ‐ 9 | ‐ | ‐ 46 | ‐ | ‐ | ‐ | 104 | n.a. | ‐ | |||||
| Board Direc tor |
Appro val o f the financ ial sta temen ts to |
|||||||||||||||
| from 2 2/3/20 16 to 31/12 /2016 |
31/12 /18 |
19 | 19 | 8 | 46 | |||||||||||
| Anto nella Malin conic o |
ber o f Risk al Mem Mana nt & Intern geme |
val o f the financ ial sta Appro temen ts to |
||||||||||||||
| Contr ol Co mmitt ee |
from 2 2/3/20 16 to 31/12 /2016 |
31/12 /18 |
35 | 35 | ||||||||||||
| Rem ratio |
Ban ca IF IS S. |
19 | 19 | 81 | ||||||||||||
| at une n |
p.A. | ‐ 8 | ‐ | ‐ 35 | ‐ | ‐ | ‐ | n.a. | ‐ | |||||||
| fr Rem ratio B une n om anca |
ubs idia IFIS S.p. A. s |
ries | ‐ | n.a. | ‐ | |||||||||||
| Tota l |
19 | 19 | ‐ 8 | ‐ | ‐ 35 | ‐ | ‐ | ‐ | 81 | n.a. | ‐ | |||||
| Board Direc tor |
from 1/1/20 16 to 31/12 /2016 |
val o f the financ ial sta Appro temen ts to |
25 | 24 | 14 | 64 | ||||||||||
| 31/12 /18 |
||||||||||||||||
| Ricca rdo P reve |
Mem ber of Nom ination s Com mittee |
1/1/20 31/12 /2016 from 16 to |
Appro val o f the financ ial sta temen ts to |
4 | 4 | |||||||||||
| 31/12 /18 |
||||||||||||||||
| Mem ber of Rem tion C ommi ttee unera |
22/3/2 31/1 2/201 from 016 to 6 |
Appro val o f the financ ial sta temen ts to |
4 | 4 | ||||||||||||
| 31/12 /18 |
||||||||||||||||
| ratio Rem at une n |
Ban ca IF IS S. p.A. |
25 | 24 | ‐ 14 | ‐ | ‐ 8 | ‐ | ‐ | ‐ | 71 | n.a. | ‐ | ||||
| Rem ratio fr B une n om anca |
IFIS S.p. A. s ubs idia |
ries | ‐ | n.a. | ‐ | |||||||||||
| l Tota |
25 | 24 | ‐ 14 | ‐ | ‐ 8 | ‐ | ‐ | ‐ | 71 | n.a. | ‐ | |||||
| Board Direc tor |
Appro val o f the financ ial sta temen ts to |
|||||||||||||||
| Marin a Sal amon |
from 1/1/20 31/12 /2016 16 to |
31/12 /16 |
‐ | |||||||||||||
| Rem ratio |
Ban ca IF IS S. |
25 | 23 | 49 | ||||||||||||
| at une n |
p.A. | ‐ 1 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | n.a. | ‐ | ||||||
| fr Rem ratio B une n om anca |
IFIS S.p. A. s ubs idia |
ries | ‐ | n.a. | ‐ | |||||||||||
| l Tota |
25 | 23 | ‐ 1 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 49 | n.a. | ‐ | ||||
| Board Direc tor |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
25 | 25 | 50 | |||||||||||
| 31/12 /18 |
||||||||||||||||
| Mem ber o f Risk Mana nt & Intern al geme |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
42 | 42 | ||||||||||||
| Contr ol Co mmitt ee |
31/12 /18 |
|||||||||||||||
| Danie le Sa ntosu osso |
Mem ber of Nom ination s Com mittee |
from 1/1/20 16 to 31/12 /2016 |
val o f the financ ial sta Appro temen ts to |
4 | 4 | |||||||||||
| 31/12 /18 |
||||||||||||||||
| Mem ber of Rem tion C ommi ttee unera |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
4 | 4 | ||||||||||||
| 31/12 /18 |
||||||||||||||||
| Mem ber of Supe rvisor y Bod |
1/1/20 31/12 /2016 from 16 to |
Appro val o f the financ ial sta temen ts to |
||||||||||||||
| y | 31/12 /18 |
10 | 10 | |||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
35 | ‐ 25 | ‐ | ‐ | ‐ 49 | ‐ | ‐ | ‐ | 109 | n.a. | ‐ | ||||
| Rem ratio fr B IFIS S.p. A. s ubs idia ries une n om anca |
‐ | n.a. | ‐ | |||||||||||||
| Tota l |
35 | ‐ 25 | ‐ 49 | 109 | n.a. | |||||||||||
| ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Fixed rem uner |
ation | Non‐ equit |
iable ion nerat remu |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Appo intm ent |
Atten danc e |
Lump ‐sum |
Remu nerat ion for |
Empl oyee |
Bonu nd ses a |
y var Profi sha ring t |
||||||||||
| Name and S urnam e |
Appo intm ent |
Perio dur d ing w hich t he |
Posit ion e nd da te |
allow ance s |
toke ns |
expe nse |
ial dutie spec |
fixed s |
ion for Remu nerat |
othe r |
Non‐ tary mone |
Othe r |
Total | Fair valu of e quity e |
intm Appo ents evera nce p ay or |
|
| posit ion w as he ld |
oved by appr the |
reim burse ment |
ant to a rt. pursu 2389 of th e Ita lian |
nerat ion remu |
parti cipat ion in ittee comm s |
incen tives |
bene fits |
ion nerat remu |
ion nerat remu |
empl rmin ation fee nt te oyme |
||||||
| Share holde rs' |
Civil Cod e |
|||||||||||||||
| ing Meet |
||||||||||||||||
| Giaco mo B ugna |
Chair f the B oard o f Statu tory man o Audito rs |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
|||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
99 | 21 | 8 | 127 | |||||||||||
| Rem ratio fr une n |
(d irec d in dire ct) S ubs t an om |
idia ries of B IFIS anca |
1/12 /201 S.p. A. ( peri od 0 6 to |
13 | 1 | 13 | n.a. n.a. |
‐ | ||||||||
| l Tota |
111 | 21 | ‐ 9 | 141 | n.a. | ‐ | ||||||||||
| Stand ing st atutor y aud itor |
Appro val o f the financ ial sta temen ts to |
‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ||||||||
| Giov Cirio tto anna |
1/1/20 31/12 /2016 from 16 to |
31/12 /18 |
||||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
66 | 19 | 84 | n.a. | ‐ | ||||||||||
| fr Rem ratio une n |
(d d in dire ct) S ubs irec t an om |
idia of B ries IFIS anca |
A. ( od 0 1/12 /201 S.p. peri 6 to |
8 | 8 | n.a. | ‐ | |||||||||
| l Tota |
74 | ‐ 19 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 92 | n.a. | ‐ | ||||
| Piera Vita li |
Stand ing st atutor y aud itor |
from 1/1/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to |
|||||||||||||
| 31/12 /18 |
||||||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
‐ | ‐ | n.a. | ||||||||||||
| Rem | fr (d d in ratio irec t an une n om |
dire ct) S ubs idia of B ries |
IFIS S.p. A. anca |
8 | 8 | n.a. | ||||||||||
| l Tota |
3 | 8 | n.a. | |||||||||||||
| Mass imo M iani |
Stand ing st atutor y aud itor |
from 2 2/3/20 16 to 31/12 /2016 |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
|||||||||||||
| Rem ratio Ban ca IF IS S. p.A. at une n |
54 | 14 | 68 | n.a. | ‐ | |||||||||||
| ratio fr ubs idia ries Rem B IFIS S.p. A. s une n om anca |
‐ | n.a. | ‐ | |||||||||||||
| Tota l |
54 | ‐ 14 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 68 | n.a. | ‐ | ||||
| Presid ent of Supe rvisor y Bod y |
1/1/20 21/03 /2016 from 16 to |
Appro val o f the financ ial sta temen ts to 31/12 /18 |
25 | 25 | ||||||||||||
| Andr rtin ea Ma |
Direc tor |
1/1/20 22/03 /2016 from 16 to |
Appro val o f the financ ial sta temen ts to 31/12 /15 |
6 | 6 | 12 | ||||||||||
| Mem ber o f Risk Mana nt & Intern geme Contr ol Co mmitt ee |
al from 1/1/20 22/03 /2016 16 to |
Appro val o f the financ ial sta temen ts to 31/12 /15 |
7 | 7 | ||||||||||||
| Mem ber of Rem tion C ommi ttee unera |
from 1/1/20 16 to 22/03 /2016 |
Appro val o f the financ ial sta temen ts to 31/12 /15 |
||||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
31 | ‐ 6 | ‐ | ‐ | ‐ 7 | ‐ | ‐ | ‐ | 44 | n.a. | ‐ | ||||
| fr Rem ratio B une n om |
ubs idia IFIS S.p. A. s anca |
ries | ‐ | n.a. | ‐ | |||||||||||
| l Tota |
31 | ‐ 6 | ‐ | ‐ | ‐ 7 | ‐ | ‐ | ‐ | 44 | n.a. | ‐ | |||||
| Maur o Ro vida |
Stand ing st atutor y aud itor un til 21/ 03/20 |
16 fro m 1/1 /2016 to 21 /03/20 16 |
val o f the financ ial sta Appro temen ts to 31/12 /15 |
|||||||||||||
| Rem ratio at une n |
Ban ca IF IS S. p.A. |
11 | 4 | 15 | n.a. | ‐ | ||||||||||
| ratio fr Rem B une n om |
ubs idia IFIS S.p. A. s anca |
ries | ‐ | n.a. | ‐ | |||||||||||
| Tota l |
11 | ‐ 4 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 15 | n.a. | ‐ | ||||
| Albe rto S taccio ne |
Gene ral Ma nager |
from 1/1/20 16 to 31/12 /2016 |
n.a. | |||||||||||||
| Rem ratio Ban ca IF IS S. p.A. at une n |
308 | 26 | 185 | 17 | 536 | n.a. | ‐ | |||||||||
| fr Rem ratio B une n om |
IFIS S.p. A. s ubs idia anca |
ries | ‐ | n.a. | ‐ | |||||||||||
| l Tota |
‐ ‐ | ‐ | ‐ | 308 | ‐ | 26 | 185 | ‐ 17 | 536 | n.a. | ‐ | |||||
| Oth er ex |
ives wi th gic r ecut st rate esp |
ibili ties (five ons peo |
1/12 /201 ple at 3 6) |
|||||||||||||
| Rem ratio Ban ca IF IS S. p.A. at une n |
646 | 318 | 20 | 984 | ‐ | 151 | ||||||||||
| ratio fr Rem B une n om |
IFIS S.p. ubs idia A. s anca |
ries | ‐ | n.a. | ‐ | |||||||||||
| Tota l |
‐ ‐ | ‐ | ‐ | 646 | ‐ | 318 | ‐ | ‐ 20 | 984 | n.a. | ‐ |
From the tables set out in Annex 3A, Scheme No. 7 b, of the "Issuers' Regulations", the tables 3A and 3B that are shown below with data from participation in the profit expected for the Managing Director and the General Manager are currently applicable to the Banca IFIS Group.
TABLE 3A
Financial instruments vested during the year and not allocatedFinancial instruments relating to the year (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) Surname and First Name Appointment Plan Number and type of financial Vesting period Number and type of financial Fair value at allocation date Vesting period Date of allocation Market price upon allocation Number and type of financial Number and type of financial instruments Value on the maturation date Fair value Bossi Giovanni CEO2014 Plan Resolution of 17/04/2014* 10664 3 - - - - - - 6.695 129.991,33 19,42 2015 Plan Resolution of 08/04/2015*4517 3 - - - - - - 7.243 194.990,98 26,92 2016 Plan Resolution of 22/03/2016** ** **2014 Plan - - - - - - - - - - -2015 Plan2016 Plan - - - - - - - - - - - 15.181 - - - - - - 13.938 324.982,30 Staccione AlbertoGeneral Manager 2014 Plan Resolution of 17/04/2014*3021 3 - - - - - - 1.897 36.832,49 19,42 2015 Plan Resolution of 08/04/2015*1280 3 - - - - - - 2.052 55.242,51 26,92 2016 Plan Resolution of 22/03/2016** ** **2014 Plan - - - - - - - - - - -2015 Plan - - - - - - - - - - -2016 Plan 4.301 - - - - - - 3.949 92.075,00 Remuneration from Banca IFIS S.p.A. subsidiaries (1) Remuneration from Banca IFIS S.p.A. subsidiaries Financial instruments vested during the year that can be allocatedFinancial instruments allocated in previous years non vested during the year Financial instruments allocated during the year (A) (B) TotalRemuneration at Banca IFIS S.p.A. Remuneration at Banca IFIS S.p.A. Total
TABLE 3A Incentive plans based on financial instruments other than stock options for members of the Board, for general managers and for the other executives with strategic responsibilities
(*) The number of shares is determined by the market price on the date of assignment. Said number will be recalculated at the moment of payment.
(**) The data of assignable shares with reference to the incentive attributed regarding the year 2016 results will be available following the resolutions of the Ordinary Shareholders' Meeting convened on 21/04/2017
| ( A) |
( B) |
( 1) |
( 2) |
( 4) |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Su d F irs t |
An al b nu on us |
Bo | f p iou nu s o rev s y ea |
rs | |||||
| rna me an Na |
int Ap nt po me |
Pla n |
( A) |
( B) |
( C) |
( A) |
( B) |
( C) |
Ot he r b on use s |
| me | Pa ble /pa id ya |
De fer red |
Pe riod of def al err |
No lon ble ger pa ya |
Pa ble /pa id ya |
De fer red ain ag |
|||
| Bo ssi G iov ni an |
CE O |
||||||||
| IS S Re atio t B a IF A. mu ner n a anc .p. |
20 13- 20 14- 20 15 Pla ns |
- | - | - | - | 26 0.0 00 |
650 .00 0 |
- | |
| 20 16 Pla n R luti eso on of 2 2/0 3/2 016 |
390 .00 0 |
260 .00 0 |
3 | - | - | - | - | ||
| Re atio n fr Ba IF IS S A. 20 15 Pla mu ner om nca .p. n |
- | - | - | - | - | - | - | ||
| sub sid iari es |
20 16 Pla n |
- | - | - | - | - | - | - | |
| To tal |
390 .00 0 |
260 .00 0 |
3 | - | 260 .00 0 |
650 .00 0 |
- | ||
| Sta cci e A lbe rto on |
Ge al M ner ana ger |
||||||||
| 20 13- 20 14- 20 15 Pla ns |
- | - | - | - | 73. 658 |
184 .14 5 |
- | ||
| IS S Re atio t B a IF A. mu ner n a anc .p. |
20 16 Pla n R luti eso on of 2 2/0 3/2 016 |
111 .02 3 |
74. 016 |
3 | - | - | - | - | |
| n fr Re atio Ba mu ner om |
IS S IF A. nca .p. |
20 15 Pla n |
- | - | - | - | - | - | - |
| sub sid iari es |
20 16 Pla n |
- | - | - | - | - | - | - | |
| To tal |
74 .01 6 |
3 | - | 73. 658 |
184 .14 5 |
- |
Scheme relating to the shareholdings of directors, statutory auditors, of the general manager and of the other managers with strategic responsibilities
| Surname and first name |
Appointment | Investee company |
Number of shares owned at the end of the previous year |
Number of shares purchased |
Number of shares sold |
Number of shares owned at the end of the current year |
|---|---|---|---|---|---|---|
| Fürstenberg Sebastien Egon (including shares held indirectly through La Scogliera S.p.A.) |
President | Banca IFIS S.p.A. |
26,974,036 | 52,811 | 0 | 27,026,847 |
| Csillaghy Alessandro |
Vice President | --- | --- | --- | --- | --- |
| Bossi Giovanni |
Chief Executive Officer | Banca IFIS S.p.A. |
1,845,343 | 7,243 | 0 | 1,852,586 |
| Benini Giuseppe |
Director | --- | --- | --- | --- | --- |
| Maderna Francesca |
Director | Banca IFIS S.p.A. |
1,070,422 | 0 | 0 | 1,070,422 |
| Martin Andrea | Director | --- | --- | --- | --- | --- |
| Preve Riccardo (including shares held indirectly through Preve Costruzioni S.p.A.) |
Director | Banca IFIS S.p.A. |
1,250,168 | 2,000 | - 10,000 |
1,242,168 |
| Salamon Marina (held indirectly through Alchimia S.p.A.) |
Director | Banca IFIS S.p.A. |
1,076,247 | 0 | 0 | 1,076,247 |
| Santosuosso Daniele |
Director | --- | --- | --- | --- | --- |
| Bugna Giacomo |
President - Board of Statutory Auditors | --- | --- | --- | --- | --- |
| Ciriotto Giovanna |
Standing statutory auditor | --- | --- | --- | --- | --- |
| Rovida Mauro | Standing statutory auditor | --- | --- | --- | --- | --- |
| Staccione Alberto |
General Manager | Banca IFIS S.p.A. |
141,897 | 2,052 | 0 | 143,949 |
* the assigning of Banca IFIS treasury shares as part of the variable remuneration in pursuance of the remuneration and incentive policies approved by the Shareholders' Meeting
| Number of managers with strategic responsibilities |
Investee company |
Number of shares owned at the end of the previous year |
Number of shares purchased |
Number of shares sold |
Number of shares owned at the end of the current year |
|---|---|---|---|---|---|
| 5 | Banca IFIS S.p.A. | --- | --- | --- | --- |
| AGGREGATE QUANTITATIVE INFORMATION FOR BANCA IFIS S.p.A. BUSINESS LINE | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| BUSINESS LINES | NUMBER | GROSS ANNUAL SALARY | GROSS VARIABLE ANNUAL SALARY |
||||||
| B.U. Credi Impresa Futuro + B.U. Internazionale | 324 | 11.187.795,07 | 1.809.049,27 | ||||||
| B.U. Pharmacies | 11 | 660.098,46 | 51.201,66 | ||||||
| B.U. NPL | 120 | 3.328.958,46 | 502.738,65 | ||||||
| B.U. PHARMA | 11 | 588.738,84 | 76.941,65 | ||||||
| B.U. Retail | 21 | 471.072,18 | 39.774,90 | ||||||
| BU Tax Credits | 25 | 1.026.012,65 | 269.810,40 | ||||||
| General Directorate ‐ Control Functions | 48 | 2.040.456,58 | 341.025,39 | ||||||
| General Directorate ‐ Staff and support structures | 328 | 10.748.558,13 | 1.303.835,50 | ||||||
| TOTAL | 888 | 30.051.690,37 | 4.394.377,42 |
| AGGREGATE QUANTITATIVE INFORMATION PER BUSINESS LINE IN SUBSIDIARY COMPANIES (INTERBANCA, IFIS LEASING, IFIS FACTORING, IFIS RENTAL SERVICES) |
||||||||
|---|---|---|---|---|---|---|---|---|
| BUSINESS LINES | Number | GROSS ANNUAL SALARY |
GROSS VARIABLE ANNUAL SALARY |
|||||
| General Directorate ‐ Staff and support structures to 31/12/2016 | 242 11.328.690,45 1.042.969,11 | |||||||
| General Directorate ‐ Control Functions to 31/12/2016 | 28 1.798.716,08 347.350,21 | |||||||
| IFIS Factoring Retail Banking/Factoring to 31/12/2016 | 35 1.738.985,60 242.097,34 | |||||||
| B.U. Interbanca ‐ Commercial Lending to 31/12/2016 | 14 976.292,71 152.654,11 | |||||||
| B.U. Interbanca ‐ Finance structured to 31/12/2016 | 9 630.547,00 325.549,21 | |||||||
| B.U. Interbanca ‐ Workout & Recovery to 31/12/2016 | 18 1.106.360,15 297.371,77 | |||||||
| IFIS Leasing ‐ Auto Leasing to 31/12/2016 | 100 4.315.596,00 630.732,00 | |||||||
| IFIS Rental Services ‐ Equipment Leasing Finance to 31/12/2016 | 29 1.148.654,91 242.700,25 | |||||||
| TOTALS | 475 23.043.842,90 3.281.424,00 |
| AGGREGATE QUANTITATIVE INFORMATION DISTRIBUTED BETWEEN THE VARIOUS CATEGORIES OF "KEY PERSONNEL" | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SUBSIDIARY COMPANIES (INTERBANCA, IFIS LEASING, IFIS FACTORING, IFIS RENTAL SERVICES) |
No. | Payment at the start of employment |
No. | Severance package | Severance payments (excluding Pension Fund reserves) |
|||||||
| President of the Board of Directors | 0 | 0 | 0 | 0 | 0 | |||||||
| Vice President | 0 | 0 | 0 | 0 | 0 | |||||||
| Non‐Executive Directors | 0 | 0 | 0 | 0 | 0 | |||||||
| CEO and General Manager | 1 | 0 | 1 | 2.685.779,00 | 506.160,85 | |||||||
| Material Risk Takers | 5 | 0 | 5 | 4.388.853,86 | 56.919,58 | |||||||
| Total | 6 | 0 | 6 | 7.074.632,86 | 563.080,43 |
| AGGREGATE QUANTITATIVE INFORMATION DISTRIBUTED BETWEEN THE VARIOUS CATEGORIES OF "KEY PERSONNEL" | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SUBSIDIARY COMPANIES (INTERBANCA, IFIS LEASING, IFIS FACTORING, IFIS RENTAL SERVICES) |
Deferred from previous years and paid in this financial year in cash |
N. | Deferred from previous years and paid in this financial year in shares |
N. | Deferred from previous years and withdrawn |
Existing non attributed, deferred remuneration |
||||||
| President of the Board of Directors to 30/11/2016 | 1 | - | - | - | - | - | - | |||||
| Non-Executive Directors to 30/11/2016 | 2 | - | - | - | - | - | - | |||||
| GE Board of Directors to 30/11/2016 | 4 | - | - | - | - | - | - | |||||
| CEO and General Manager to 30/11/2016 | 1 | 74.157,00 | 1 | - | - | - | 249.880,00 | |||||
| President of the Board of Directors from 01/12/2016 (Banca IFIS Group) | 1 | - | - - |
- | - - |
|||||||
| CEO from 01/12/2016 (Banca IFIS Group) | 1 | - | - - |
- | - - |
|||||||
| Banca IFIS Parent Company Board of Directors from 01/12/2016 | 4 | - | - - |
- | - - |
|||||||
| Material Risk Takers 30/11/2016 (excluding the General Manager) | 18 | 32.394,00 | 4 | 98.681,45 | - | - | 139.876,00 | |||||
| Material Risk Takers 31/12/2016 (excluding the General Manager) | 13 | 6.151,00 | 2 | 37.976,94 | - | - | 38.222,00 | |||||
| Material Risk Takers - Business Unit Heads to 31/12/2016 | 4 | 6.151,00 | 1 | 304,30 | - | - | 24.762,00 |
| BANCA IFIS SPA | |||||||
|---|---|---|---|---|---|---|---|
| Total remuneration in excess of € 1 million | N. | ||||||
| €1million ‐ 1.5million | 1 | ||||||
| €1.5 ‐ 2million | |||||||
| €2 ‐ 2.5million | |||||||
| €2.5 ‐ 3million | |||||||
| €3 ‐ 3.5million | |||||||
| €3.5 ‐ 4million | |||||||
| €4 ‐ 4.5million |
| SUBSIDIARY COMPANIES (INTERBANCA, IFIS LEASING, IFIS FACTORING, IFIS RENTAL SERVICES) |
|||||||
|---|---|---|---|---|---|---|---|
| Total remuneration in excess of € 1 million | |||||||
| €1million ‐ 1.5million | 3 | ||||||
| €1.5 ‐ 2million | |||||||
| €2 ‐ 2.5million | |||||||
| €2.5 ‐ 3million | |||||||
| €3 ‐ 3.5million | 1 | ||||||
| €3.5 ‐ 4million | |||||||
| €4 ‐ 4.5million |
| "KE L" ( S) P ( AG GR EGA TE Q UA NT ITA TIV E IN FO RM AT ION REP RES ENT ING Y P ERS ON NE ON LY EM PLO YEE OF BA NC A I FIS GR OU SEL F‐E VA LUA TIO N C AR RIE D ) OU F T EBR UA RY 2 017 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ban IF IS G ca rou p |
No | FIX ED |
VA RIA BLE |
A % VE RA GE VA RIA BLE ON F IXE D |
fro Cas h nt u p |
Equ ity up fro nt |
h def Cas ed err |
ity def Equ ed err |
||
| KEY P ERS ON NE L |
37 | 4.2 65. 882 27 , |
1.4 21. 444 88 , |
33, 23% |
58 1.2 76. 639 , |
‐ | 144 .80 5, 30 |
‐ |
| F "M IES ( ES) AGG REG ATE QU ANT ITAT IVE INFO RMA TION D ISTR IBUT ED B ETW EEN THE VAR IOU S CA TEG ORI ES O OST IMP ORT ANT PER SON S OF THE SUB SIDI ARY COM PAN INTE RBA NCA , IFI S LE ASIN G, IF IS FA CTO RING , IFI S RE NTA L SE RVIC |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| able Vari y 20 16 pa |
||||||||||||||
| Bon Pe rfor 20 16 us man ce |
Ret enti 20 16 on |
|||||||||||||
| (INT ES) SUB SIDI ARY CO MPA NIES ERB ANC A, IF IS LE ASIN G, IF IS FA CTO RING , IFI S RE NTA L SE RVIC |
No. | FIXE D |
VAR IABL E |
% IN DIVI DUA L |
% V ARIA BLE ON |
Cash fron up |
uity t Eq up |
Cash de ferr ed |
ity Equ |
ntio Rete pr n ogra m |
Cash fron up |
quit t E y up |
Cash de ferr ed |
ity Equ |
| MAX IMU V M ARIA BLE |
FIXE D |
fron t |
defe rred |
valu e |
fron t |
July 2017 |
defe rre |
|||||||
| d | ||||||||||||||
| iden of the ard of /11/ (inc ludi role s) Pres t Bo Dire ctor s to 30 2016 omi ttee ng g ove rnan ce c |
1 | 82.5 00,0 0 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| /11/ (inc s) Non ‐Exe cuti Di 30 2016 ludi omi role rect ors t ttee ve o ng g ove rnan ce c |
2 | 165 .000 ,00 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| /11/ GE Bo ard of Dire 30 2016 ctor s to |
4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| ral CEO r Di rect or G o ene |
1 | 490 .620 ,00 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| /11/ (exc Mat eria Ris l Ta k kers 30 2016 ludi ng M ing Dire and Mem bers of th e Bo ard of to ctor anag |
18 | 2.70 5.45 4,06 |
647 .167 ,20 |
81% | 24% | 165 .523 ,99 |
n.a. | 144 .805 ,93 |
0 | 336 .837 ,28 |
286 .449 ,96 |
0 | 27.4 99,4 |
3 0 |
| Dire s) ctor |
||||||||||||||
| l k kers de t he ads 0/11 /201 Mat eria Ris Ta ‐ Go part to 3 6 vern ance men |
6 | 836 .632 ,03 |
89.7 57,0 0 |
20% | 11% | 48.8 91,0 0 |
n.a. | 0 | 0 | 40.8 66,0 0 |
26.4 14,0 0 |
0 | 0 0 |
|
| 1/12 /201 6 (B up) Pres iden of the Bo ard of Dire s fro 0 IFIS Gro t ctor m anca |
1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| 1/12 /201 CEO fr 0 6 (B IFIS Gro up) om anca |
1 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| bers of the ard of ploy ed b from 01/1 2/20 Mem Bo Dire ctor y Pa rent Com y Ba IFIS 16 s em pan nca |
4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0 |
|
| /12/ (exc Mat eria Ris l Ta k kers 31 2016 ludi he G ral M nd M emb f the Boa rd o f to ng t ene anag er a ers o |
13 | 1.51 7.00 1,65 |
647 .167 ,20 |
81% | 43% | 165 .523 ,99 |
0 | 144 .805 ,93 |
0 | 336 .837 ,28 |
286 .449 ,96 |
0 | 27.4 99,4 3 |
0 |
| Dire s) ctor |
||||||||||||||
| l k kers de t he ads 1/12 /201 Mat eria Ris Ta ‐ Go part to 3 6 vern ance men |
4 | 458 .090 ,00 |
89.7 57,0 0 |
20% | 20% | 48.8 91,0 0 |
0 | 0,00 | 0 | 40.8 66,0 0 |
26.4 14,0 0 |
0 | 0 0 |
|
| /12/ Mat eria Ris l Ta k kers ‐ Bu sine ss U nit h ead 31 2016 s to |
4 | 568 .216 ,35 |
336. 656, 70 |
77% | 59% | 52.4 70,3 9 |
0 | 100. 996, 13 |
0 | 183. 190, 88 |
147. 254, 96 |
0 | 27.4 99,4 3 |
0 |
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