Remuneration Information • Mar 29, 2016
Remuneration Information
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Drawn up pursuant to Article 123-ter of Italian Legislative Decree No. 58 of 24 February 1998
On 11 November 2011 the Board of Directors of Biesse S.p.A ("Biesse," the "Issuer" or the "Company") adopted a remuneration policy for the Issuer and its subsidiaries (collectively, the "Group") - hereinafter referred to as "Policy" - drafted pursuant to Article 123-ter of Italian Legislative Decree No. 58 of 24 February 1998 ("TUF") and Article 61 of the Corporate Governance Code for listed companies ("Governance Code"), also taking account of the provisions of the Recommendations of the European Commission No. 2004/913/EC, 2005/162/EC and 2009/385/EC. The Board of Directors of Biesse of 12 March 2015 has amended the policy to implement as provided for by application criterion 6.C.1 (f) of the Governance Code concerning the possibility for the company to request the reclaim of variable remuneration components that were paid on the basis of data, which proved to be manifestly misstated. On the occasion, some formal changes were made to the Policy to adapt it to changes of the Governance Code made in July 2015.
The principles contained in the Policy reflect and elaborate on those historically developed by Biesse to meet its needs to provide incentives to, and retain, directors and executives of the Group with responsibilities considered strategic ("Strategic Executives") and who in the Company's opinion have proven to be effective in time for the attainment of the objectives it has set. These principles are substantially based (i) on the significant weight of the variable component with respect to total remuneration (gauged to the roles covered by the recipients in the Company's decision-making process); (ii) on the payment of the variable part of the remuneration upon achieving the set measurable short-term objectives (one year through a Management By Objectives - MBO - programme adopted by the Group for several financial years now) and medium-to-long-term objectives (currently through the Biesse S.p.A. "Long-Term Incentive Plan 2015 – 2017" approved by the Shareholders' Meeting on 30 April 2015); (iii) on the setting of non-economic performance objectives (linked specifically to the assessment of behaviours in terms of leadership) for figures with less decision-making power; (iv) on the deferral of payment, including through the award of shares, of a substantial part of the variable component (as part of medium-to-long-term incentive plans) to after the financial year in which the requisite conditions are met; (v) as a rule, on the award of no allowance in addition to those provided for by law in the case of early termination of the corporate or employment relationship; (vi) on the provision of not paying variable remuneration to directors with delegated powers who are also, or relatives of, major shareholders; (vii) on the fixed remuneration of non-executive and independent managers.
For said reasons, the Policy does not differ from that followed in the course of the previous year. The Policy shall remain in force until revoked.
The Policy was originally approved by the Board of Directors of the Company on 11 November 2011 on the proposal of the Biesse Remuneration Committee (the "Remuneration Committee"). The latter examined and approved the content of the Policy at the meeting held on 28 October 2011, which was also attended by the Chairman of the Issuer's Board of Statutory Auditors, Mr Giovanni Ciurlo.
The Policy was adapted to transpose the cited application criterion 6.C.1 (f) of the Governance Code.
1At the time, article 7 of the Governance Code, in the version approved in March 2010.
On the occasion of the meeting of 30 April 2015, Biesse S.p.A. renewed the Governing Body and the Remuneration Committee, which at present is therefore constituted by two independent directors of Biesse: Mr. Salvatore Giordano and Ms Elisabetta Righini. The Remuneration Committee is tasked with submitting proposals for the remuneration of managing directors to the Board and monitoring the implementation of the decisions taken by the Board itself, as well as with the periodic assessment of the criteria adopted for the remuneration of executives with strategic responsibilities by ensuring their application and in general formulating recommendations to the Board.
The Remuneration Committee also periodically assesses the adequacy, overall consistency and practical application of the Policy through the information provided by the managing directors, and reports to shareholders on the procedures for the exercise of its functions through the chairman or a member of the Committee designated for the purpose at the Annual General Meeting for the approval of the financial statements.
In preparing the Policy, Biesse availed itself of the legal advice of the DLA Piper law firm and also took into consideration the remuneration policies of comparable companies. Specifically, due account was also taken of the information available to the public at the time of approval of the Policy relating to issuers belonging to "Industrial Products and Services" sector of the Electronic Stock Market (Mercato Telematico Azionario) managed and organised by Borsa Italiana S.p.A. (where possible, the STAR segment) with corporate make-up, product (machinery and mechanical components), size (in terms of revenue and number of employees) and organisation (high degree of internationalisation) comparable to those of Biesse. The recent review of the Policy was dictated by the need to adapt it to the changes that have been made to the Governance Code in the meantime and, for this reason, it was not considered necessary to carry out particular analyses on the changes introduced.
Below follows the full text of the Policy, as recently amended, wherein its aims and basic principles are indicated, as well as the guidelines concerning the fixed and variable components of remuneration, the short and medium-to-long term variable components, the non-monetary benefits, the allowances in the case of termination of the corporate or employment relationship and the remuneration of directors depending on their role within the Board.
This General Remuneration Policy of Biesse S.p.A ("Biesse," or the "Company") and its subsidiaries (collectively the "Group") - hereinafter referred to as the "Policy" - was drafted pursuant to Article 123-ter of Italian Legislative Decree No. 58/1998 ("TUF") and Article 6 of the Corporate Governance Code for listed companies as amended in July 2014 ("Governance Code"), also taking account of the provisions of 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 11 November 2011 and subsequently amended and supplemented by the Board of Directors of the Company on 12 March 2015, in both cases on the proposal of the Biesse Remuneration Committee, and will remain in force until revoked2 .
2It should be noted that at the time of the original drafting of the Policy the Corporate Governance Code in force at the time, i.e., the text approved in March 2010, was taken into consideration.
This Policy sets out guidelines and principles for the determination of the remuneration of the main management figures of Biesse and the Group aimed at attracting, retaining and motivating people who possess the professional skills required to successfully manage the Company and Group and to ensure that the interests of key personnel are in line with the pursuit of the objective of creating sustainable value for shareholders in the medium-long term.
Specifically, the Policy outlines the criteria and procedures to be followed to determine the remuneration of the following key persons (collectively, the "Key Persons"):
In order to achieve the objectives referred to in paragraph 2 above, the Company believes that, in the light of the size and organisation of the Group and the nature of the market in which it operates, the following principles should be applied in determining the remuneration of Key Persons:
3.1.1 The remuneration of executive directors and Key Management must provide a fixed annual component and a variable component linked to the achievement of specific performance objectives, including of a non-economic nature, it being understood that it is considered appropriate to provide that:
3This term is used to refer to the executive directors pursuant to Paragraph 2.C.1 of the Corporate Governance Code.
4This term is used to refer to directors other than executive directors.
5This term is used to refer to directors who meet the requirements referred to in Article 147-ter of the TUF and Paragraph 3 of the Corporate Governance Code.
6Definition contained in Annex 1 to the Consob Regulation on related party transactions No. 17221 of 12 March 2010. 7
Directors who are vested solely with specific assignments are not included among the directors with particular roles.
by determining the relative value in money based on the price corresponding to the average official price of Biesse shares in the month prior to the date of calculation;
(i) the payment of the portion of the variable component linked to the achievement of the medium/longterm objectives is deferred with respect to the moment in which requisite conditions for its payment are met, considering however that the principles for the determination of this portion herein provided for already involve the deferred payment of the variable component with respect to the periods in which it becomes due and the need to align the time of pay-out with the duration of the terms in office of the directors. It is possible to provide for mechanisms to pay in advance a part of the variable component linked to the achievement of the medium/long-term objectives (to be deducted from payments due at the expiry of the incentive plan), also in order to meet particular needs related to the expiry of the mandates of directors and/or to the recruitment of new resources;
(l) the variable part of the remuneration linked to the achievement of the medium/long-term objectives is to be paid only if at the date of payment the corporate or employment relationship of the Key Persons is still in force, except for specific exceptions in the case of consensual termination of said relationships;
3.1.2 The remuneration of non-executive directors and independent directors should not be linked to the achievement of qualitative or quantitative objectives and must be appropriate to the position and role within the Board and Committees provided for in the Corporate Governance Code;
3.1.3 Except as provided for by law and by national collective labour agreements, any allowances for early termination of the directorship or its non-renewal, or any allowances due to Key Management in the case of termination of employment relationships should not exceed a predetermined number of years of gross fixed component of remuneration equal to 1.5;
3.1.4 Any amounts due non-competition agreements must not exceed an amount equal to 40% of Total Remuneration;
3.1.5 The overall remuneration of Key Persons may include the refund of documented out-of-pocket expenses and fringe benefits, such as the use of cars, homes and business phones, can be assigned as determined by corporate policy. The Key Persons may also be included among the beneficiaries of civil liability policies of directors and executives with strategic responsibilities and medical insurance policies whose charges are borne by the Company;
3.1.6 Absolutely discretionary bonuses cannot be awarded, subject however to the possibility of granting these figures one-time bonuses in exceptional cases in relation to specific extraordinary operations of particular strategic or operational relevance or in the event that Biesse or the Group reach economic or financial objectives that the Company deems to be particularly significant.
The remuneration of the Key Persons will be determined as follows:
8 Close relatives of an individual are those family members who may be expected to influence, or be influenced by, that individual. They may include: (a) a spouse not legally separated or unmarried partner; (b) children and dependants of the person, of the spouse who is not legally separated or of the unmarried partner (the definition contained in Annex 1 to the Consob Regulation on related party transactions No. 17221 of 12 March 2010, as amended).
The remuneration of directors will be determined as follows:
(a) The remuneration of Key Management is determined by the Board of Directors or by the director delegated for this purpose, in compliance with the guidelines and principles laid down in this Policy, without prejudice to the possibility for the Board of Directors or the delegated director to depart exceptionally from these criteria when this is a necessary condition for attracting new talent or when specific needs arise relating to the retention of particular figures. In this case, the prior favourable opinion of the Remuneration Committee is required;
The Remuneration Committee periodically assesses the adequacy, overall consistency and practical application of the Policy through the information provided by the delegated directors, and reports to shareholders on the procedures for the exercise of its functions through the chairman or a member of the Committee designated for the purpose at the Annual General Meeting for the approval of the financial statements."
The variable component of the remuneration of executive directors and Key Management of the Company and Group is paid at the achievement of set economic results and/or individual objectives through two incentive mechanisms, of which one is for the short period (MBO) and the other for the medium-long term (currently, the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A." After obtaining the favourable opinion of the Remuneration Committee, the shareholders' meeting held on 29 and 30 April 2015 approved a new medium/longterm incentive plan).
The MBO provides for the award of an annual bonus based on the achievement of quantitative targets (cash flow and EBITDA objectives) and qualitative objectives (assessment of the performance of the beneficiaries in terms of leadership), according to the parameters provided for by the relevant regulation.
The shareholders' meeting on 30 April 2015 approved a medium/long-term incentive plan for executive directors (who are not shareholders) and Key Management called "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A.;" this plan includes distribution of cash and free assignment of shares to the portfolio to beneficiaries contingent on reaching financial and business objectives by the Company (cash flow and EBITDA objectives). For more information on the duration of the vesting period, on the conditions for the payment of the shares and bonus in money and in general on the mechanisms provided for in the plan, reference is made to the information document drawn up by the Company pursuant to Articles 114-bis of the TUF and 84-bis of the Issuers' Regulation and published on 19 March 2015 on the Internet website of the Company and at Borsa Italiana S.p.A.
Please note that on 27 April 2012 the shareholders' meeting of the Company approved an incentive and retention plan for top management of the Group called "Long Term Incentive Plan 2012 - 2014 of Biesse S.p.A." to replace the previous "Retention Plan 2011 - 2013 of Biesse S.p.A." which was implemented by 30 June 2015 with the allocation of own shares.
The terms and conditions of the MBO and "Long Term Incentive Plans" shall comply with the principles and guidelines provided for by the Policy.
The members of the Board of Directors are the beneficiaries of insurance coverage for civil liability arising from the position held. Some of them have medical insurance with costs to be borne by the Company.
Below follows the information relating to the remuneration received in the course of the financial year at 31 December 2015 by the members of the Board of Directors of Biesse and Key Management; it is further specified that since the Issuer can be considered a "smaller company" pursuant to Article 3, paragraph 1, letter (f), of Consob Regulation No. 17221 of 12 March 2010 on related party transactions, as amended, the information on Key Management is provided in aggregate form.
Please note that in 2015 the Company appointed two Biesse Key Managers to cover the role of Director of the Glass Department and Director of the Mechatronics Department.
The remuneration of Biesse directors and Key Management at 31 December 2015 is composed of the following entries, it being understood that not all persons belonging to the same category receive all the individual components:
| POSITIONS | FIXED | VARIABLE | BENEFITS | ALLOWANCE | |
|---|---|---|---|---|---|
| 1 B |
M/L2 | ||||
| Executive directors holding positions and shareholders | √ | √ | |||
| with shareholdings over 2%3 | |||||
| Executive directors holding positions | √ | √ | √ | √ | |
| Executive directors | √ | √ | √ | √ | |
| Non-executive directors | √ | ||||
| Independent directors | √ | ||||
| Key Management | √ | √ | √ | √ | |
| 1Variable component linked to the achievement of short-term objectives |
2Variable component linked to the achievement of medium/long-term objectives
3 Including the relatives of shareholders who own a shareholding of more than 2% of the Company
The individual components of remuneration are allocated to the various categories of Biesse directors and to Key Management in compliance with the provisions of the Policy.
For more information on the variable components of remuneration of Biesse directors and Key Management, reference is made to paragraph 1.4 above.
The benefits given to Biesse directors and Key Management consist, depending on the cases, in the use of cars, homes and business phones.
For more information on the remuneration components due to individual Biesse directors and Key Management, please refer to the detailed tables referred to in Part 2 of this Section.
No allowances are provided for Biesse directors and Key Management in the event of early termination of the corporate or employment relationship, except as provided for by law.
Table 1: Details of remuneration received by members of the Board of Directors and administrative and control bodies of Biesse and by Strategic Directors for the financial year 2015 (in Euro)
| NAM E AN D SU RNA ME |
POS ITIO N |
PER IOD IN OFF ICE |
EXP OF IRY OFF ICE |
FIX ED REM UNE RAT ION |
REM RAT ION UNE FOR |
NON -EQ UIT REM UNE |
Y VA RIA BLE RAT ION |
ITS BE NEF IN KIN D |
OTH ER REM UNE RAT ION |
TOT AL |
FAI R VA OF LUE EQU ITY BAS ED |
IND FOR EMN ITY DEP ART URE |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PAR TIC IPAT ION IN COM MIT TEE S |
BON US A ND O THER INCE NTIV ES |
PRO FIT PART ICIPA TION |
20 REM UNE RAT ION |
FRO M O FFIC E OR CES SAT ION OF EMP LOY MEN T |
||||||||
| DIR EC |
BI TO RS OF |
ESS E |
||||||||||
| O SE ROB ERT LCI |
Cha irma n |
sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h tate men ave |
bee red n pr epa |
1 372 ,150 .58 |
NA | NA | NA | 16,5 27.6 9 |
NA | 388 ,678 .27 |
NA | NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
.00 2 320 ,000 |
NA | NA | NA | - | NA | 320 ,000 .00 |
NA | NA | ||
| Tot al |
692 ,150 .58 |
16,5 27.6 9 |
708 ,678 .27 |
|||||||||
| GIA SEL NCA RLO CI |
Chie f Exe cuti ve Offi cer |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h tate men ave |
bee red n pr epa |
.81 3 465 ,917 |
NA | NA | NA | 7,91 2.11 |
NA | 473 ,829 .92 |
NA | NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
.00 4 142 ,000 |
NA | NA | NA | - | NA | 142 ,000 .00 |
NA | NA | ||
| Tot al |
607 ,917 .81 |
7,91 2.11 |
615 ,829 .92 |
|||||||||
| ALE A PA SSA NDR RPA JOL A rati on f y fo Rem r wh une rom com |
Dire ctor ich Fin ial S anc |
Sinc e 27.0 4.20 12 tate ts h men ave |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 bee red |
.11 5 107 ,544 |
NA | 17,2 02.1 |
124 ,746 |
|||||
| pan Rem rati on f sub sidi arie une rom s an |
d as soci ates |
n pr epa |
.00 6 142 ,000 |
NA | NA | NA | 6 | NA | .27 142 ,000 |
NA | NA | |
| Tot al |
249 ,544 .11 |
NA | NA | 17,2 02.1 |
NA | .00 266 ,746 |
NA | NA | ||||
| 6 | .27 | |||||||||||
| STE O P FAN ORC ELL INI |
Dire ctor |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h tate men ave |
bee red n pr epa |
.857 300 ,903 |
NA | .679 121 ,471 |
NA | 5,21 1.63 |
10 6,63 0.00 |
434 ,216 .72 |
Cf. Tab les 2 and 3 |
NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
0 8 32,0 00.0 |
NA | NA | NA | - | - | 32,0 00.0 0 |
NA | NA | ||
| Tot al |
332 ,903 .85 |
121 ,471 .67 |
5,21 1.20 |
6,63 0.00 |
466 ,216 .72 |
|||||||
| CES TIN ARE TI |
Dire ctor |
Sinc e 14.1 1.20 12 |
l of App rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h tate men ave |
bee red n pr epa |
.931 1 174 ,974 |
NA | 59 94,1 67.9 |
NA | 3,79 3.83 |
10 3,99 5.00 |
276 ,931 .71 |
Cf. Tab les 2 and 3 |
NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
0 12 16,0 00.0 |
NA | NA | NA | NA | NA | 16,0 00.0 0 |
NA | NA | ||
| Tot al |
190 ,974 .93 |
94,1 67.9 5 |
3,79 3.83 |
3,99 5.00 |
292 ,931 .71 |
|||||||
| NE S LEO IBA NI |
Inde den t pen dire and ctor LID |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme 31.1 2.20 14 |
o |
9,863.01 13 1,500.00 19 NA
Remuneration from company for which Financial Statements have been prepared
NA NA NA 11,363.01 NA NA
| Rem rati on f sub sidi arie d as soci ates une rom s an |
- | - | NA | NA | NA | NA | - | NA | NA |
|---|---|---|---|---|---|---|---|---|---|
| Tot al |
9,86 3.01 |
1,50 0.00 |
11,3 63.0 1 |
| GIA GA MPA OLO RAT TON I |
Inde den t Dire pen ctor |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 14 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h bee tate men ave |
red n pr epa |
14 6,57 5.34 |
19 1,50 0.00 |
NA | NA | NA | NA | 8,07 5.34 |
NA | NA |
| rati on f sidi arie Rem sub une rom s an |
soci d as ates |
- | - | NA | NA | NA | NA | - | NA | NA | ||
| Tot al |
6,57 5.34 |
1,50 0.00 |
8,07 5.34 |
| ELI A R SAB ETT IGH INI |
Inde den t Dire pen ctor |
Sinc e 30.0 4.20 15 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f une rom com pan |
y fo r wh ich Fin ial S anc |
ts h bee tate men ave |
red n pr epa |
6 15 13,4 24.6 |
19 5,25 0.00 |
NA | NA | NA | NA | 18,6 74.6 6 |
NA | NA |
| rati on f sidi Rem sub une rom |
arie soci d as ates s an |
- | - | NA | NA | NA | NA | - | NA | NA | ||
| Tot al |
13,4 24.6 6 |
5,25 0.00 |
18,6 74.6 6 |
| SAL GIO VAT ORE RDA NO |
Inde den t Dire pen ctor |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f y fo une rom com pan |
r wh ich Fin ial S anc |
ts h bee tate men ave |
red n pr epa |
0 16 20,0 00.0 |
19 6,75 0.00 |
NA | NA | NA | NA | 26,7 50.0 0 |
NA | NA |
| rati on f sidi arie Rem sub une rom |
soci d as ates s an |
- | - | NA | NA | NA | NA | - | NA | NA | ||
| Tot al |
20,0 00.0 0 |
6,75 0.00 |
26,7 50.0 0 |
| STA | TU TO RY AU DIT |
OR S |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GIO NI C VAN IUR LO |
Cha irma n |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h bee tate men ave |
red n pr epa |
218 67,6 62.9 |
NA | NA | NA | NA | NA | 67,6 62.9 2 |
NA | NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
- | NA | NA | NA | NA | NA | - | NA | NA | ||
| Tot al |
67,6 62.9 2 |
67,6 62.9 2 |
| CLA O SA UDI NCH ION I |
Stat utor y Aud itor |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 14 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
tate ts h bee men ave |
red n pr epa |
14,4 65.7 5 |
NA | NA | NA | NA | NA | 14,4 65.7 5 |
NA | NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
14,4 15.0 0 |
NA | NA | NA | NA | NA | 14,4 15.0 0 |
NA | NA | ||
| Tot al |
28,8 80.7 5 |
28,8 80.7 5 |
| RIC PIE CAR DO RPA OLI |
Stat utor y Aud itor |
Sinc e 27.0 4.20 12 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
ts h bee tate men ave |
red n pr epa |
41,3 33.3 3 |
NA | NA | NA | NA | NA | 41,3 33.3 3 |
NA | NA |
| rati on f sidi arie Rem sub une rom s an |
soci d as ates |
5,00 0.00 |
NA | NA | NA | NA | NA | 5,00 0.00 |
NA | NA | ||
| Tot al |
46,3 33.3 3 |
46,3 33.3 3 |
| CRI STI NA AM AD OR I |
Stat utor y Aud itor |
Sinc e 30.0 4.20 15 |
App l of rova Fina ncia l Stat nts t eme o 31.1 2.20 17 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rem rati on f y fo r wh une rom com pan |
ich Fin ial S anc |
tate ts h bee men ave |
red n pr epa |
26,6 66.6 7 |
NA | NA | NA | NA | NA | 26,6 66.6 7 |
NA | NA |
| Rem rati on f sub sidi arie une rom s an |
d as soci ates |
6,23 5.00 |
NA | NA | NA | NA | NA | 6,23 5.00 |
NA | NA | ||
| Tot al |
32,9 01.6 7 |
32,9 01.6 7 |
| ST MA RE NA GE RS WI TH RA TE GIC SPO NSI BIL ITY |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| (IN E) STR ATE GIC MA NAG ERS AG GRE GAT |
|||||||||
| Rem rati on f y fo r wh ich Fin ial S ts h bee red tate une rom com pan anc men ave n pr epa |
.661 7 121 ,549 |
NA | 29 52,0 83.8 |
NA | 3,87 2.73 |
10 2,55 0.00 |
180 ,056 .21 |
Cf. Tab les 2 and 3 |
NA |
| Rem rati on f sub sidi arie d as soci ates une rom s an |
NA | NA | NA | NA | NA | NA | NA | NA | |
| Tot al |
121 ,549 .66 |
52,0 83.8 2 |
3,87 2.73 |
2,55 0.00 |
180 ,056 .21 |
(1) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €372,150.58; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(2) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €320,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(3) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €465,917.81; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(4) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €142,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(5) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €107,544.11; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(6) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €142,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(7) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €50,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €250,903.85;
(8) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €2,000.00; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €30,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(10) Transfer indemnity not having characteristic of continuity as allowed by national employment contract;
(11) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €20,000.00; (b) payment received for office as independent director: €0; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment, gross of taxes and social security contributions: €154,974.93;
(12) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €16,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment gross of taxes and social security contributions: €0;
(13) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for office as independent director: €9,863.01; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment, gross of taxes and social security contributions: €0;
(14) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for office as independent director: €6,575.34; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment, gross of taxes and social security contributions: €0;
(15) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for office as independent director: €13,424.66; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment, gross of taxes and social security contributions: €0;
(16) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for office as independent director: €20,000.00; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment, gross of taxes and social security contributions: €0;
(17) of which: (a) remuneration for office approved by shareholders' meeting, including that not paid: €0; (b) payment received for carrying out specific duties (chairman, chief executive, etc.): €0; (c) attendance fee: €0; (d) expenses repaid: €0; (e) fixed salary of employment, gross of taxes and social security contributions:€ 121,549.66;
(18) Including reimbursement of recorded expenses.
(19) Member of the Internal Control Committee and the Remuneration Committee. Remuneration is paid in recognition of participation in all committees of which the director is a member.
(20) It is not possible to indicate the fair value of equity related remuneration as, currently, the effective number of shares assigned as beneficiary of the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A." has not yet been finalised.
Table 3A: Incentive plans based on financial instruments, other than stock options, payable to members of the board of directors and administrative and control bodies of Biesse and to strategic directors during thefinancial year 2015
| BEN | EFIC IAR Y |
FIN INS ANC IAL ALL OCA TED IN P REV BUT NO T VE STE D IN ER C ONS UND IDE |
TRU MEN TS IOU S YE ARS TH E YE AR RAT ION |
G 20 15 FINA NCI AL I NST RUM ENT S AL LOC ATE D DU RIN NUM FAIR DAT BER AND VAL UE VES TING E OF MAR KET PRI CE A T TYP E OF BIE SSE AT D ATE OF PER IOD ALL OCA TION ALL OCA TION |
FIN ANC IAL INS TRU MEN TS VES TED DUR ING THE IOD AND NO PER T ATT RIB UTE D |
FIN INS ANC IAL TRU ATT RIB UTA BLE DU |
MEN TS V EST ED A ND RIN G TH E Y EAR |
FIN ANC IAL INS TRU MEN TS REL ATI NG TO Y EAR UND ER CON SIDE RAT ION |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| E & SUR NAM NAM E |
POS ITIO N |
NUM BER AND TYP E OF B IESS E FINA NCIA L INST RUM ENT |
VES TING PER IOD |
FINA NCIA L INST RUM ENT |
ALL OCA TION |
(€) | NUM BER AND TYP E OF BIES SE F INAN CIAL INST RUM ENT |
NUM BER AND TYP E OF B IESS E FIN ANC IAL INST RUM ENT |
VAL UE A T MAT URIT Y DA TE |
FAIR VAL UE |
||
| STE FAN O POR CEL LIN I |
EXE CUT IVE DIR ECT OR A ND GRO UP G ENE RAL MAN AGE R |
|||||||||||
| LO NG INC TER M 201 2-20 14 OF BIE |
PLA ENT IVE N SSE S.P. A. |
NA | NA | 11,9 77 ¹ Ord inar y sh ares |
16.0 225 ² |
NA | 10/0 6/20 15 |
16.3 311 ³ |
NA | NA | NA | NA |
| LO NG TER M INT 201 5-20 17 OF BIE |
ECE NTI VE PLA N SSE S.P. A. |
NA | NA | 7 4 3,09 Ord inar y sh ares |
5 NA |
6 NA |
10/0 6/20 15 |
16.3 311 ³ |
NA | NA | NA | NA |
| CES AR E TIN TI |
EXE CUT IVE DIR ECT OR A ND MAN AGE R O F WO DIV OD ISIO N |
|||||||||||
| LO NG TER M INC 201 2-20 14 OF BIE |
ENT IVE PLA N SSE S.P. A. |
NA | NA | 6,79 2 ¹ Ord inar y sh ares |
16.0 225 ² |
NA | 10/0 6/20 15 |
16.3 311 ³ |
NA | NA | NA | NA |
| LO NG TER M INT 201 5-20 17 OF BIE |
ECE NTI VE PLA N SSE S.P. A. |
NA | NA | 2 4 1,77 Ord inar y sh ares |
5 NA |
6 NA |
10/0 6/20 15 |
16.3 311 ³ |
NA | NA | NA | NA |
| STR ATE GIC MA NAG ERS (IN ) AGG REG ATE |
||||||||||||
| LO NG TER M INC 201 2-20 14 OF BIE |
ENT IVE PLA N SSE S.P. A. |
NA | NA | 4,65 4 ¹ Ord inar y sh ares |
16.0 225 ² |
NA | 10/0 6/20 15 |
16.3 311 ³ |
NA | NA | NA | NA |
| LO NG TER M INT 201 5-20 17 OF BIE |
ECE NTI VE PLA N SSE S.P. A. |
NA | NA | 5 4 1,13 Ord inar y sh ares |
5 NA |
6 NA |
10/0 6/20 15 |
16.3 311 ³ |
NA | NA | NA | NA |
(1) Number of shares allocated to each recipient on10 June 2015 on the basis of achievement of the economic-financial and performance targets, set out in the "Long Term Incentive Plan 2012-2014", obtained in the three year period 2012-2014, less the number of shares previously allocated in advance on 7 July 2014.
(2)Average closing price in 30 days preceding date of allocation
(3)Closing price at the date of allocation
(4) Base number shares allocated to each recipient. The actual allocation of shares is dependent on the achievement of pre-determined economic-financial and performance objectives in the relevant period covered by the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A.". The number of shares ultimately allocated to each recipient may be within a range of 85% and 125% of the base number of shares depending on the percentage of achievement of the objectives.
(5) It is not possible to indicate the fair value at the time of allocation as at that point only a base number of shares had been allocated and as yet the total number of shares attributale to beneficiaries of the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A." had not been finalised.
(6) It was not possible to determine the vesting period at the date of the present Report on remuneration because vesting dates are variable. According to the terms of the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A." shares are vested in accordance with a mechanism that dictates that, within 20 days of the date of approval of the Consolidated Financial Statements for 2017, the beneficiaries will receive, where the relevant conditions are fulfilled, the proposed pay out, which must be accepted by each recipient, under penalty of expiration, within the following 10 days. The date on which Biesse receives notice of acceptance of the proposed pay out is the vesting date. In each case, vesting occurs over the course of three financial years 2015 - 2017 and on the basis of achievement of the objectives set out in the relevant three year plan. Final allocation of shares is scheduled to occur on payment of remuneration for the second month following approval of the Consolidated Financial Statements for the year ended 31 December 2017. For further information regarding the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A.", please refer to the related Regulations available in the Investor Relations section of the website www.biesse.com.
| BEN | EFIC IAR Y |
ANN BO 201 5 (€) UAL NUS |
BON US O F PR EVI |
RS ( €) OUS YEA |
|||
|---|---|---|---|---|---|---|---|
| NAM E & SUR NAM E |
POS ITIO N |
PAY E/PA ABL ID |
DEF ERR ED |
DEF ERR AL P ERIO D |
NO L ONG ER P AYA BLE |
PAY E/PA ABL ID |
DEF ERR ED O UTS TAN DING |
| STE O P FAN ORC ELL INI |
EXE D GRO CUT IVE IRE CTO R AND UP GEN ERA L M ANA GER |
||||||
| Lon g T Inc enti ve P lan 201 2-20 14 o f Bi erm |
1 esse |
64 37,6 50.0 |
NA | NA | NA | NA | NA |
| Lon g T Inc enti ve P lan 201 5-20 17 o f Bi erm |
2 esse |
NA | 15 49,6 27.2 |
6 NA |
NA | NA | NA |
| O 3 MB |
.677 121 ,475 |
100 ,103 .63 |
Apr il 20 16 |
NA | NA | NA | |
| CES TIN ARE TI |
EXE DI CUT REC TOR GER OF IVE AN D M ANA |
||||||
|---|---|---|---|---|---|---|---|
| WO DIV OD ISIO N |
|||||||
| Lon g T Inc enti ve P lan 201 2-20 14 o f Bi erm |
1 esse |
04 21,3 50.0 |
NA | NA | NA | NA | NA |
| Lon g T Inc enti ve P lan 201 5-20 17 o f Bi erm |
2 esse |
NA | 55 28,4 03.5 |
6 NA |
NA | NA | NA |
| O 3 MB |
57 94,1 67.9 |
73,6 71.1 7 |
Apr il 20 16 |
NA | NA | NA |
| STR (IN E) ATE GIC MA NAG ERS AG GRE GAT |
||||||
|---|---|---|---|---|---|---|
| 1 Lon g T Inc enti ve P lan 201 2-20 14 o f Bi erm esse |
44 14,6 30.2 |
NA | NA | NA | NA | NA |
| 2 Lon g T Inc enti ve P lan 201 5-20 17 o f Bi erm esse |
NA | 95 18,1 98.5 |
6 NA |
|||
| O 3 MB |
27 52,0 83.8 |
33,9 30.9 5 |
Apr il 20 16 |
NA | NA | NA |
(1) The "Long Term Incentive Plan 2012 - 2014 of Biesse S.p.A." is Biesse's medium-long term incentive plan, the validity of which expired on 10 June 2015 on payment, on achieving the economic-financial and performance objectives set out in the industrial plan and obtained in the three year period 2012-2014, of a cash bonus (see note 4) and the allocation of treasury shares (see Table 2 above).
(2) The "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A." is Biesse's current medium-long term incentive plan which provides, in addition to the allocation of treasury shares (see Table 2 above) for the payment of a cash bonus. For further information regarding the "Long Term Incentive Plan 2015-2017 of Biesse S.p.A.", please refer to the related Regulations available in the Investor Relations section of the website www.biesse.com.
(3) The MBO is Biesse Group's short-term incentive plan.
(4) Value of cash payment of 10 June 2015, less the value of the Advance cash payment of 7 July 2014.
(5) Basic value of the bonus attrbuted to the recipient. The effective payment of the bonus is conditional on the achievement of pre-determined economic-financial and performance targets during the period of validity of the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A.". The final value of the bonus to be paid may be in a range of 85% to 125% of the basic value paid, depending on the percentage of achievement of the objectives.
(6) It is not possible to determine the deferral period at the date of the present Report on remuneration, because the maturity dates of rights to receive a bonus are variable. In accordanc with the "Long Term Incentive Plan 2015 - 2017 of Biesse S.p.A.", the right to receive a bonus matures according to a mechanism that dictates that, within 20 days of the date of approval of the Consolidated Financial Statements for 2017, the beneficiaries will receive, where the relevant conditions have been satisfied, a proposed pay out, which must be accepted by each recipient, under penalty of expiration, within the following 10 days. The date on which Biesse receives notice of acceptance of the proposed pay out is the date the right shall mature. The maturity of the right will in each case occur over the course of three financial years 2015 - 2017 and on the basis of achievement of the objectives set out in the relevant three year plan. Effective payment of the bonus is scheduled to occur on payment of remuneration for the second month following approval of the Consolidated Financial Statements for the year ended 31 December 2017.
(7) MBO relating to 2014 paid in 2015
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