Remuneration Information • Apr 4, 2018
Remuneration Information
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Report on Item 3) on the Agenda
COMPENSATION REPORT
CIR S.p.A. – Capitale sociale € 397.146.183,50 – Sede legale : Via Ciovassino 1, 20121 Milano – www.cirgroup.it R.E.A. n. 1950112 – Iscrizione Registro Imprese di Milano / Codice Fiscale / Partita IVA n. 00519120018 Società soggetta all'attività di direzione e coordinamento di COFIDE S.p.A.
Sede di Roma: Via del Tritone, 169 – 00187 Roma – Tel. +39 06 692055.1
This report ("Compensation Report") has been prepared in conformity with the terms of Art. 84-quater of Consob Regulation no. 11971/99 in implementation of Art. 123-ter of the T.U.F. and taking into account the recommendations contained in Art. 6 of the Code of Conduct for Listed Companies of Borsa Italiana S.p.A. (the "Code of Conduct"), and is organized in two sections. The first section has the aim of providing the Shareholders' Meeting with information regarding the policy of the Company on the subject of the compensation of the Members of the Board of Directors and of the Executives with strategic responsibilities and the procedures for adopting and implementing this policy. The second section aims to give an adequate representation of each of the items that makes up the compensation and to illustrate to the market the compensation paid out or at least assigned in the previous year to the Members of the Board of Directors and the Members of the Board of Statutory Auditors and to Executives with strategic responsibilities.
The Annual General Meeting of the Shareholders, convened to approve the Financial Statements for the year ended December 31 2017, as per the terms of Art. 123-ter of the T.U.F., is called upon to express a non-binding vote on the Compensation Report. The result of the vote will be disclosed to the public.
For the purposes of this Compensation Report the terms and expressions listed below have the meaning given alongside each of them:
"Shares": the ordinary shares of CIR S.p.A.
"Code of Conduct": Code of Conduct for Listed Companies published by Borsa Italiana S.p.A..
"Executives with strategic responsibilities": individuals defined as such in Annex 1 to Consob Regulation no. 17221 of March 12 2010 giving instructions on the subject of related-party transactions and identified in Art. 2.2.3 of the "Rules for related-party transactions" adopted by CIR S.p.A.
"Group": the company COFIDE S.p.A. and the companies controlled by the same. "Policy": compensation policy of the Company.
"Rules for Issuers": Consob Resolution no. 11971/99.
"Company": CIR S.p.A.
"T.U.F": Legislative Decree no. 58/98.
This section describes the policy of the Company on the subject of compensation of the Members of the Board of Directors and the Executives with strategic responsibilities with reference to the year 2018 together with the procedures used for the adoption and implementation of the policy. The policy establishes the principles and guidelines on the basis of which compensation is determined.
a) Bodies and individuals involved in the preparation and approval of the compensation policy, specifying their respective roles, and the bodies or individuals responsible for the correct implementation of the same policy
The Policy is prepared by the Appointments and Compensation Committee and is submitted annually by the said Committee to the examination and approval of the Board of Directors. After examining and approving the policy, the Board of Directors submits it to the consultative vote of the Annual General Meeting of the Shareholders.
The Policy is structured as follows:
b) Intervention, where applicable, of a Compensation Committee or any other committee with competence on the subject, with a description of its composition, competences and the way it works
As indicated above, the Appointments and Compensation Committee takes part in the preparation of the Policy to submit to the Board of Directors.
The Committee is made up of Independent Directors Philippe Bertherat, Patrizia Grieco, Claudio Recchi and Guido Tabellini.
The Appointments and Compensation Committee:
In the preparation of the Policy no independent experts were involved.
d) Aims pursued with the compensation policy, principles underpinning it and any changes in the compensation policy from the previous financial year
Compensation policies are aimed at guaranteeing competitiveness in the labour market in line with the objectives of growth and rewarding the loyalty of human resources, as well as using different instruments of compensation for different types of professionalism, competences and roles in the Company.
The guidelines of the Policy are established according to criteria that can attract, retain and motivate persons with adequate professional qualities to manage the Group effectively.
The Company ensures that compensation is aligned with market benchmarks, applying bonus compensation criteria and parameters in particular situations of merit.
The Policy did not change substantially in the year under examination compared to the previous year.
It was not necessary to draw up agreements allowing the company to obtain repayment of variable items of compensation because the assignment of the same through financial instruments is linked to a combination of two elements: the passage of time and the appreciation of the stock in the market, both of which are established upfront and are measurable, as is illustrated in full in the following paragraphs g), h) and i).
e) Description of the policies on the subject of fixed and variable items of compensation with particular reference to an indication of their respective weighting in the overall compensation and distinguishing between the variable items in the short versus the medium-long term
The compensation (as per Art. 2389 of the Civil Code) assigned to the Chairman and to the Chief Executive Officer and General Manager (as an Executive Director), and to the non-executive Directors for being on one or more committees, is established every year as a fixed amount on the basis of the commitment required of each of them.
The compensation package of the General Manager and of the Executives with strategic responsibilities is made up partly of cash and partly of financial instruments.
The part in cash does not exclude variable items, although CIR, as a holding company, operates both in mature sectors with relatively constant cash flows and in sectors with higher growth potential and in very different kinds of businesses (publishing, automotive components, healthcare), for which it is particularly difficult to identify specific performance parameters. Consequently the compensation policy for the Chairman and for the Chief Executive Officer and the Executives with strategic responsibilities was determined exclusively on the basis of a pay package consisting of a part in cash and a part in shares of the Company.
The compensation plans based on the shares of the Company are approved by the Shareholders' Meeting and take into account the indications given in Art. 6 of the Code of Conduct, with a view to the pursuit of the top-priority objective of creating value for the Shareholders in the medium-long term. More specifically:
The Units that are the subject of the Plan vest every three months as from the first day of the second year after the grant date and for a period of almost two years, thus having an average vesting period that is substantially in line with the one recommended in the Code of Conduct (three years);
Exercise of part of the units assigned is subject to reaching the performance objectives linked to the performance of the share;
The Chairman of the Company is the beneficiary of insurance policies.
There are no (non-monetary) benefits in favour of the Directors.
In line with market practice, the compensation package of Executives with strategic responsibilities also has certain benefits which include insurance schemes and private healthcare. The Executive responsible for the preparation of the financial statements and corporate documents has been assigned a company car for business and private use.
g) In relation to variable items, a description of performance objectives on the basis of which the former are assigned, distinguishing between short and mediumlong term variables, and information on the link between the change in results and the change in compensation
Share-based compensation plans are one of the instruments used to supplement the compensation package with loyalty-rewarding benefits which are deferred over an adequate time frame and are partly linked to the achievement of certain performance targets. The aim is to create value for the Shareholders in the mediumlong term. More specifically, Stock Grant Plan 2018 - submitted to the approval of the Shareholders' Meeting convened to approve, among other things, the Financial Statements as of December 31 2017 - involves the assignation of Units, that are free of charge and not transferable between living persons, each of which gives the right to be assigned free of charge one Share when certain circumstances come to pass. The Units are subdivided into two categories:
"Time-based Units", the vesting of which is subject to the directorship (or the employment) remaining for a certain period;
"Performance Units", in a number equal to at least 50% of the total Units assigned, the vesting of which, apart from the continuation of the directorship (or employment) for a certain period, is also subject to the Share reaching certain objectives in terms of performance on the Stock Exchange in relation to the FTSE Italia Mid Cap index.
For a more detailed description of the features of Stock Grant Plan 2018, see the Information Document prepared as per the terms of Art. 84-bis of the Rules for Issuers, made available to the Shareholders' Meeting convened to approve the Financial Statements as of December 31 2017, which can be consulted on the Company website www.cirgroup.it, in the section Governance.
h) Criteria used for assessment of the performance objectives on which the assignation of shares, options, other financial instruments or other variable items of compensation is based
The criterion for measuring the performance objectives is that of correlating the performance of the Company's shares with that of index to which it belongs (the FTSE Italia Mid Cap). The number of Units assigned to each Beneficiary is determined in relation to the role occupied by that person in the Company and the importance of the function carried out by each of them.
i) Information which aims to show how the compensation policy is consistent with the pursuit of the long-term interests of the company and with the risk management policy, where it has been formalized
When defining the compensation systems, the Board of Directors ensured that these systems take into good account the policies of pursuing the medium-long term objectives for creating value for the shareholders.
To this end, as specified in point g) above, the share-based component takes into consideration, two main elements: the passage of time and the appreciation of the share on the market in relation to the FTSE Italia Mid Cap index.
It is deemed appropriate to measure the performance of the CIR stock not in absolute terms but in relation to the general trend of the market, in order to separate out, where possible, the evaluation of the actual performance of the Share from general dynamics which may not necessarily be connected to the specific performance of the Company.
The Board is of the opinion that the presence of these two elements (time and performance) is appropriate in order to give the loyalty of the beneficiaries of the plan an adequate reward even in cases where the Company stock does not appreciate in relation to the FTSE Italia Mid Cap index. The continuation of the relationship with personnel, which is considered key, is in itself a value for the Company and therefore also for its shareholders. The incentive to better performance is ensured by the assignation of Units the exercise of which is subject to reaching certain results in terms of appreciation of the CIR stock in the market compared to the FTSE Italia Mid Cap index, which is a parameter that the Board considers appropriate to foster an alignment of the interests of management with those of the shareholders in the medium and long term.
In defining systems of compensation, the Board of Directors also made sure that these systems gave appropriate consideration to the "Guidelines on the subject of the system of control and risk management" approved by the Board on October 29 2012.
Then in both situations (Performance Units and Time-based Units), again with a view to ensuring that the interests of management are aligned with those of the shareholders over the medium-long term, there is a deferred vesting period and a "minimum holding" requirement (see point j) below).
j) The vesting period, any deferred payment systems, with an indication of the periods of deferral and the criteria used to determine these periods and, where applicable, ex post correction mechanisms
As stated in the previous point e), Stock Grant Plan 2018 stipulates that the Units assigned to the beneficiaries will vest as from two years after they are assigned, according to the following timing:
The Units that have vested must in any case be exercised by the final maturity of April 27 2028
The periods of deferment give the beneficiaries a reasonable time horizon in which to achieve the economic benefits of the Plan, in line with the objectives of rewarding loyalty and aligning the interests of management with those of the Shareholders (in the long term) that the plan aims to fulfil.
Stock Grant Plan 2018, which will be submitted to the approval of the Shareholders' Meeting, includes a minimum holding requirement for the Shares assigned: in the event that the Units have vested and the relative Shares have been assigned, each beneficiary irrevocably undertakes to hold at least 10% of the Shares assigned until the fifth anniversary of the Grant Date. During this period, the Shares will be subject to a bond of inalienability, except when the Board of Directors should authorize otherwise.
l) Policy in relation to what payout is applicable when the position or the employment terminates, specifying which circumstances give rise to the right to such payout and any link between the said payout and the performance of the Company.
The Chairman receives an end of mandate benefit (TFM) as per the terms of rules currently in force, subject to approval by the Board of Directors.
Regarding the Chief Executive Officer and General Manager, her contract with the company establishes specific rules for termination that stipulate, in the event of the following:
the payment of a one-off indemnity equal to twice the total compensation (meaning the sum of the gross fixed compensation received as an employee at the date of the termination, of the fees received as director as of the date of termination and of the average of the last three years of what was paid as the variable fee/compensation).
Except when application of the law requires otherwise, no sum is payable when the mandate of a Director terminates.
Regarding Executives with strategic responsibilities, bound to the Company by an employment relationship, the rules of law and the agreements of the National Contract for Industry Executives apply on the subject of termination of employment.
m) Information on the presence of possible insurance cover, in the sense of pension plans other than those that are obligatory
In line with best practice, an insurance policy (Directors & Officers) has been taken out against civil liability towards third parties for the various corporate bodies and the Executives in the exercise of their functions with the aim of protecting the Group from the risk of having to pay compensation, except for cases of wilful misconduct or gross negligence.
n) Compensation policy followed where applicable in relation to: (i) independent directorships, (ii) committee membership and (iii) special positions (chairman, deputy chairman etc.)
Compensation, in addition to the ordinary fee, is envisaged for Independent Directors who sit on any Committees.
Directors holding special positions (Chairman and Chief Executive Officer) benefit from the compensation described in the preceding paragraphs.
o) If the compensation policy has been defined using the compensation policies of other companies as a reference, the criteria used for the choice of any such companies
The compensation Policy was prepared without any specific reference to the policies of other companies. In fact it is considered that the Policy is consistent both with the objectives of the Group and with the typical characteristics of the same, in terms of business carried out and size.
The compensation of the Directors consists of a fixed part determined by the Shareholders' Meeting on their appointment and for the whole duration of their mandate.
The Chairman and the Chief Executive Officer and General Manager receive a further fixed item of compensation. The Chief Executive Officer and General Manager is the beneficiary of share-based compensation plans.
Non-executive Directors receive a further fixed fee if they sit on any of the Internal Committees (Control and Risk Committee, Committee for Related Party Transactions, Appointments and Compensation Committee,).
The fee is determined as a fixed sum by the Shareholders' Meeting on their appointment for the whole duration of their mandate. The fee for the Chairman is different from that of the other Statutory Auditors.
The compensation package is made up of the following: fixed fee plus share-based compensation plans. In addition, there are insurance schemes and private healthcare in line with the terms of the applicable National Contract for Industry Executives and as from 2016 a company car for business and private use.
1.2 With particular reference to agreements involving compensation in the event of the early termination of the relationship, the following information applies:
No agreements have been entered into involving any compensation paid to Directors in the event of early termination of their directorships.
Executives with strategic responsibilities receive compensation in the event of their employment relationship being terminated without a just cause or without any good reason given by the employer, in accordance with the National Contract for Industry Executives and with the terms of the law, which establish limits as to the quantity of the payout.
Executives with strategic responsibilities are entitled to compensation in the cases envisaged by the National Contract for Industry Executives.
1.2.3 Presence of any performance criteria to which the assignation of the compensation is subject
There are no performance objectives connected with the assignation of compensation.
1.2.4 Possible effects of the termination of the relationship on the Units assigned within the scope of the share-based incentive plans or cash settlement thereof
The Units allocated under the Stock Grant Plans are assigned to the Beneficiaries personally and cannot be transferred on any account by deed between living persons. The right to exercise the Units is also subject to the employment or the directorship relationship continuing between the beneficiary and the Company or the subsidiary of the same.
In the event of the termination of the employment or directorship relationship, for whatever reason, including the death of the beneficiary, the beneficiaries or their heirs will keep entitlement only to the Units that had already vested when the relationship terminated.
1.2.5 Cases in which the right to compensation exists
See point 1.2.1. above.
1.2.6 The existence, where applicable, of agreements involving the assignation or the maintenance of non-monetary benefits in favour of individuals who no longer hold the position or have signed a consulting contract for a period following the termination of their employment relationship
No agreements of this kind have been signed.
In the event of termination of the employment or directorship for whatever reason, including the death of the beneficiary, the Stock Grant Plan provides that the beneficiaries or their heirs keep the entitlement to the Units that had already vested at the time of the termination of the relationship.
The Board of Directors, at its own discretion, has the right to decide, and this decision cannot be contested, whether to allow one or more beneficiaries or their heirs to keep the rights resulting from the Plan even when these rights would cease to exist, and in particular to keep part or all of the Units that have not yet vested.
1.2.7 Existence of agreements providing for compensation for non-competition undertakings
No agreements have been signed involving compensation for non-competition undertakings.
1.2.8 With reference to directors who left their positions during the year, any changes in the determination of the compensation compared to the terms of the agreement on the same
Not applicable.
1.2.9 Where there are no specific agreements on the subject, specific information on the criteria used to determine the leaving indemnity matured
During the year 2017 no leaving indemnity was paid out.
Annexes charts 1, 2, 3A as per Schedule no. 7-bis of the Rules for Issuers.
***
As per the fourth paragraph of Art. 84-quater of the Rules for Issuers, an annex to this Report shows the equity investments held in the Company or in its subsidiaries by Directors, Statutory Auditors and Executives with strategic responsibilities, as well as by the spouses who are not legally separated and minor children, directly or through subsidiaries, fiduciary companies or a third person, as resulting from the Shareholder Book, from notification received or from any other information obtained from the same Directors, Statutory Auditors and Executives with strategic responsibilities (Charts 1 and 2 of Schedule no.7-ter of the Rules for Issuers).
| (in e ) uro |
(1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| and firs Las t na t na me me |
Per iod in w hich |
Exp iry o f |
Com pan y arin g th prep e fina ncia l stat nts eme and sub sidi arie s and ocia tes ass |
d fe Fixe es |
Fee s fo r be ing |
Var iabl uity e no n-eq sati com pen on |
Non |
Fai lue of r va ity equ |
End of m and ate |
|||||
| Pos ition |
s he ld ition pos wa 201 6 |
date man |
on Com mitt ees |
Bon uses and oth er ince ntiv es |
Prof it sha ring |
etar mon y ben efits |
Oth er fees |
l Tota |
sati com pen on ( the ical oret valu ote e: s ee n ) 2 |
or leav ing inde mni ty |
Not es |
|||
| Cha irm an |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
1,68 0,00 0 |
21,2 41 |
1,70 1,24 1 |
1,82 0 |
1b, 1a, 2, 3 |
||||||
| DE BEN EDE TTI RO DO LFO |
Sub sidi arie s |
45,0 00 |
45,0 00 |
5 | ||||||||||
| l Tota |
1,72 5,00 0 |
21,2 41 |
1,74 6,24 1 |
1,82 0 |
||||||||||
| Chi ef E utiv e O ffic nd xec er a Gen eral Ma nag er |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
1,01 9,99 8 |
1,01 9,99 8 |
1,27 8,96 4 |
1a, 1b, 1c, 2 |
|||||||
| MO ND AR DIN I M ON ICA |
Sub sidi arie s |
425 ,000 |
488 ,000 |
913 ,000 |
4, 6 , 5 |
|||||||||
| Tota l |
1,44 4,99 8 |
488 ,000 |
1,93 2,99 8 |
1,27 8,96 4 |
||||||||||
| BER THE RA T P HIL IPP E |
Dir ecto r |
28.0 4 - 31.1 2 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
13,3 33 |
7,66 7 |
21,0 00 |
1a, 1d |
||||||
| BO TTI CIN I M AR IST ELL A |
Dir ecto r |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
15,0 00 |
35,0 00 |
1a, 1e |
||||||
| BRA CCH I GI AM PIO |
Dir ecto r |
1.1 - 28 .04 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
6,66 7 |
9,66 7 |
16,3 34 |
1a, 1d, 1e |
||||||
| DE BEN EDE TTI ED OA RD O |
Dir ecto r |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
20,0 00 |
1a | |||||||
| DEB ENE DET TI F RA NC O |
Dir ecto r |
1.1 - 31 .12 |
l Fin App rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
20,0 00 |
1a | |||||||
| Dire ctor |
1.1 - 31 .12 |
l Fin App rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
20,0 00 |
1a | ||||||||
| DE BEN EDE TTI MA RC O |
Sub sidi arie s |
117 ,499 |
117 ,499 |
5 | ||||||||||
| l Tota |
137 ,499 |
137 ,499 |
||||||||||||
| GIA NN INI SIL VIA |
Dir ecto r |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
15,0 00 |
35,0 00 |
1a, 1e |
||||||
| GR IEC O P ATR IZIA |
Dir ecto r |
28.0 4 - 31.1 2 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
13,3 33 |
7,66 7 |
21,0 00 |
1a, 1d |
||||||
| MIC OSS I ST EFA NO |
Dir ecto r |
1.1 - 28 .04 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
6,66 7 |
6,66 7 |
1a | |||||||
| PIS TAU ER MIC HA EL |
Dir ecto r |
1.1 - 28 .04 |
l Fin App rova . Stat . 20 19 |
CIR S.p .A. |
6,66 7 |
4,33 3 |
11,0 00 |
1a, 1d |
||||||
| REC CH I CL AU DIO |
Dir ecto r |
1.1 - 31 .12 |
l Fin App rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
19,6 67 |
39,6 67 |
1a, 1e, 1d |
||||||
| TAB ELL INI GU IDO |
Dir ecto r |
1.1 - 31 .12 |
l Fin App rova . Stat . 20 19 |
CIR S.p .A. |
20,0 00 |
12,0 00 |
32,0 00 |
1a, 1d |
| (in e ) uro |
(1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| and firs Las t na t na me me |
Per iod in w hich |
Exp iry o f |
Com pan y arin g th prep e fina ncia l |
Fee s fo r be ing on Com mitt ees |
Var iabl uity e no n-eq sati com pen on |
Non |
Fai lue of r va ity equ |
End of m and ate |
||||||
| Pos ition |
s he ld ition pos wa 201 6 |
date man |
stat nts eme and sub sidi arie s and ocia tes ass |
d fe Fixe es |
Bon uses and oth er ince ntiv es |
Prof it sha ring |
etar mon y ben efits |
Oth er fees |
l Tota |
sati com pen on ( the ical oret valu ote e: s ee n ) 2 |
or leav ing inde mni ty |
Not es |
||
| MA NZ ON ETT O P IET RO |
Cha irm an B oard of Stat utor y Aud itor s |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
75,2 00 |
75,2 00 |
||||||||
| Sub sidi arie s |
33,5 00 |
33,5 00 |
7 | |||||||||||
| l Tota |
108 ,700 |
108 ,700 |
||||||||||||
| ALL IEV I AN NA MA RIA |
Stat y A udit utor or |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
50,0 00 |
50,0 00 |
||||||||
| Stat y A udit utor or |
1.1 - 31 .12 |
App l Fin rova . Stat . 20 19 |
CIR S.p .A. |
50,0 00 |
50,0 00 |
|||||||||
| ZIN GA LES RIC CA RD O |
Sub sidi arie s |
55,0 00 |
55,0 00 |
7 | ||||||||||
| Tota l |
105 ,000 |
105 ,000 |
||||||||||||
| EXE CU TIV E W ITH STR ATE GIC RES PON SIB IES ILIT |
CIR S.p .A. |
187 ,637 |
3,12 8 |
190 ,765 |
148 ,924 |
1c, 2, 8 |
||||||||
| Sub sidi arie s |
40,0 00 |
40,0 00 |
||||||||||||
| Tota l |
187 ,63 7 |
40,0 00 |
3,12 8 |
230 ,765 |
148 ,924 |
(1) Fees for the position in the company preparing the financial statements:
a) fees of € 20,000 approved by the AGM
b) special positions as per Art. 2389 paragraph 3 approved by the Board of Directors in favour of De Benedetti Rodolfo and Mondardini Monica
c) employee salary
d) Appointments and Compensation Committee
e) Control and Risk Committee
(2) This is the company's notional cost recognized to the income statement in personnel costs, with an offset in the special equity reserve; IAS accounting values not yet received by the director, thus at the moment only potential.
(3) Fees for non-monetary benefits refer to insurance policies approved by the Board of Directors in favour of De Benedetti Rodolfo.
(4) The fees include amounts for the positions of Director (€ 25thousand) and Chief Executive Officer (€ 400thousand), and the bonus paid as remuneration (€ 500thousand) by Gruppo Editoriale l'Espresso S.p.A.
(5) Fixed fees in subsidiaries.
(6) The "Fixed fees" do not include fees for the position of Director (€ 20,000) and Executive Director (€ 100,000) in Sogefi S.p.A. paid into CIR S.p.A., and of Director (€ 10,000) in KOS S.p.A. to which she renounced the right.
(7) Fixed fees include remuneration for the position of Statutory Auditor in other companies of the Group.
(8) Value of company car.
| Opti held he b egin ning of t he y at t ons ear |
Opt ions igne d du ring the ass year |
Opt ions rcise d du ring the exe year |
Op tion s he ld a t end of ye ar |
Opt ions for the y ear |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | (13) | (14) | (15) = (2)+ (5)-( 11)- (14) |
(16) | ||
| Last e & f irst nam nam e |
Pos ition held |
Plan | of opti ber Num ons |
Strik ice e pr |
od o f po ssib le ex Peri erci se (from ) - to |
of opti ber Num ons |
Strik e pric e |
Peri od o f ible poss cise exer (from -to) |
Fair valu e dat at g rant e (in t hous ands of eu ro) |
Gra nt d ate |
Mar ket p rice of unde rlyin g shar t gra nt es a date of o ptio ns |
ber of Num opti ons |
Strik e pric e |
Mar ket p rice of unde rlyin g shar t es a cise date exer |
ber of Num opti ons |
ber of Num opti ons |
Fair valu e (the ical oret valu e : s ee ) note (in t hous ands of ) euro |
| DE BEN EDE TTI RO DOL FO |
CHA IRM AN |
||||||||||||||||
| Stoc k op tion plan |
200 6 2a che tran |
1,25 0,00 0 |
2.47 00 |
from 30/ 06/2 007 to 3 0/06 /201 7 |
1,25 0,00 0 |
0 | 0 | ||||||||||
| Extr aord inar ck o ptio n pla y sto n |
200 9 1a che (*) tran |
1,75 0,00 0 |
3.08 77 |
from 30/ 09/2 007 to 3 0/09 /201 7 |
1,75 0,00 0 |
0 | 0 | ||||||||||
| aord inar ck o ptio n pla Extr y sto n |
200 9 2a che (*) tran |
1,75 0,00 0 |
2.73 44 |
from 31/ 03/2 008 to 3 1/03 /201 8 |
1,75 0,00 0 |
0 | |||||||||||
| Extr aord inar ck o ptio n pla y sto n |
200 9 3a che (*) tran |
1,75 0,00 0 |
1.68 06 |
from 30/ 09/2 008 to 3 0/09 /201 8 |
1,75 0,00 0 |
0 | |||||||||||
| Extr aord inar ck o ptio n pla y sto n |
200 9 4a che (*) tran |
1,75 0,00 0 |
1.07 18 |
from 31/ 03/2 009 to 3 1/03 /201 9 |
1,75 0,00 0 |
0 | |||||||||||
| Stoc k op tion plan |
200 9 1a che tran |
1,75 0,00 0 |
0.99 07 |
from 30/ 09/2 009 al 30 /09/ 2019 |
1,75 0,00 0 |
0 | |||||||||||
| Stoc k op tion plan |
200 9 2a che tran |
1,75 0,00 0 |
1.54 49 |
from 28/ 02/2 010 to 2 8/02 /202 0 |
1,75 0,00 0 |
0 | |||||||||||
| k op tion plan Stoc |
che 201 0 1a tran |
1,75 0,00 0 |
1.62 08 |
from 30/ 09/2 010 to 3 0/09 /202 0 |
1,75 0,00 0 |
0 | |||||||||||
| Stoc k op tion plan |
201 0 2a che tran |
1,75 0,00 0 |
1.49 82 |
from 28/ 02/2 011 to 2 8/02 /202 1 |
1,75 0,00 0 |
0 | |||||||||||
| TOT AL |
15,2 50,0 00 |
1.83 53 |
3,00 0,00 0 |
12,2 50,0 00 |
0 | ||||||||||||
| CUT EXE IVE WI TH |
|||||||||||||||||
| STR ATE GIC RE SPO NSI BIL ITIE S |
|||||||||||||||||
| Stoc k op tion plan |
200 6 2a che tran |
75,0 00 |
2.47 00 |
from 30/ 06/2 007 to 3 0/06 /201 7 |
75,0 00 |
0 | 0 | ||||||||||
| Extr aord inar ck o ptio n pla y sto n |
200 9 1a che (*) tran |
105, 000 |
3.08 77 |
from 30/ 09/2 007 to 3 0/09 /201 7 |
105, 000 |
0 | 0 | ||||||||||
| Extr aord inar ck o ptio n pla y sto n |
200 9 2a che (*) tran |
105, 000 |
2.73 44 |
from 31/ 03/2 008 to 3 1/03 /201 8 |
105, 000 |
0 | |||||||||||
| aord inar ck o ptio n pla Extr y sto n |
che 200 9 3a (*) tran |
115, 000 |
1.68 06 |
from 30/ 09/2 008 to 3 0/09 /201 8 |
115, 000 |
0 | |||||||||||
| Extr aord inar ck o ptio n pla y sto n |
200 9 4a che (*) tran |
115, 000 |
1.07 18 |
from 31/ 03/2 009 to 3 1/03 /201 9 |
115, 000 |
0 | |||||||||||
| Stoc k op tion plan |
200 9 1a che tran |
115, 000 |
0.99 07 |
from 30/ 09/2 009 al 30 /09/ 2019 |
115, 000 |
0 | |||||||||||
| Stoc k op tion plan |
200 9 2a che tran |
115, 000 |
1.54 49 |
from 28/ 02/2 010 to 2 8/02 /202 0 |
115, 000 |
0 | |||||||||||
| Stoc k op tion plan |
201 0 1a che tran |
125, 000 |
1.62 08 |
from 30/ 09/2 010 to 3 0/09 /202 0 |
125, 000 |
0 | |||||||||||
| Stoc k op tion plan |
201 0 2a che tran |
125, 000 |
1.49 82 |
from 28/ 02/2 011 to 2 8/02 /202 1 |
125, 000 |
0 | |||||||||||
| TOT AL |
995, 000 |
1.80 36 |
180, 000 |
815 ,000 |
0 |
(*) Plans resulting from the conversion of Phantom Stock Option Plans.
(16) This is the notional cost for the Company recognized to the Income Statement in personnel costs with offset in the special equity reserve.
| ncial Fina instr umen perio ds an d no |
d in p signe rior ts as ted in the y t ves ear |
Fina ncial |
instr ts as umen |
signe d in the y ear |
Fina ncial ts tha instr t umen d in the y ear & veste ned assig not were |
ncial ts tha ted in the y Fina instr t ves umen assig nabl e |
ncial Fina instr ts for umen the y ear |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) | ||
| Last & fi rst n name ame |
Posi tion held |
Plan | ber a nd ty pe of Num finan cial instr ts umen |
Vest ing p eriod |
ber a nd Num of type finan cial instr ts umen |
value Fair ant d at gr ate (theo al retic value ) note : see (in th nds o f ousa ) euro |
Vesti riod ng pe |
Gran t dat e |
Mark ice a et pr nt date t gra |
Num ber a nd ty pe of finan cial instr ts umen |
Num ber a nd ty pe of fina ncial instr ts umen |
Valu estin e at v g date |
Fair value ( theo al retic value ) note : see (in th nds o f ousa ) euro |
| DE B ENE DET TI R ODO LFO |
CHA IRM AN |
2011 | k gra stoc nt 1,490 ,000 |
from 29/0 4/20 11 to 31 /01/2 015 |
k gra stoc nt 161.8 71 ve sted and e xerci sed |
1.311 3 |
-- | ||||||
| DE B ENE DET TI R ODO LFO |
CHA IRM AN |
2012 | k gra stoc nt 2,679 ,185 |
from 27/0 4/20 12 to 31 /01/2 016 |
stock t gran 845.8 75 v ested and ised exerc |
1.311 3 |
-- | ||||||
| DE B ENE DET TI R ODO LFO |
CHA IRM AN |
2013 | k gra stoc nt 1,000 ,000 |
from 29/0 4/20 13 to 31 /01/2 017 |
1,000 ,000 |
2 | |||||||
| MON DAR DINI MO NICA |
CEO & G M |
2013 | k gra stoc nt 1,000 ,000 |
from 29/0 4/20 13 to 31 /01/2 017 |
1,000 ,000 |
2 | |||||||
| EXE CUT IVE WIT H STR ATE GIC RES PON SIBI LITI ES |
2013 | k gra stoc nt 140,3 36 |
from 29/0 4/20 13 to 31 /01/2 017 |
140,3 36 |
-- | ||||||||
| MON DAR DINI MO NICA |
CEO & G M |
2014 | k gra stoc nt 856,5 74 |
from 30/0 6/20 14 to 31 /01/2 018 |
749,5 02 |
72 | |||||||
| EXE CUT IVE WIT H STR ATE GIC RES PON SIBI LITI ES |
2014 | k gra stoc nt 150,0 00 |
from 30/0 6/20 14 to 31 /01/2 018 |
131,2 50 |
12 | ||||||||
| MON DAR DINI MO NICA |
CEO & G M |
2015 | stock t gran 900,0 00 |
from 27/0 4/20 15 to 31 /01/2 019 |
stock t gran 2,966 |
from 30/0 5/20 17 4 t o 27/ 04/2 025 |
30/0 5/20 17 |
1.44 15 |
112,5 00 |
k gra stoc nt 227,9 66 |
245 | ||
| stock t gran 1,000 ,000 |
from 27/0 4/20 15 to 31 /03/2 018 |
stock t gran 750,0 00 |
342 | ||||||||||
| EXE CUT IVE WIT H STR ATE GIC RES PON SIBI LITI ES |
2015 | k gra stoc nt 150,0 00 |
from 27/0 4/20 15 to 31 /01/2 019 |
18,75 0 |
stock t gran 37.50 0 of whic h 9.3 75 ti nd me a 9.375 perf unit rcide d orm. s exe |
1.49 45 |
40 | ||||||
| MON DAR DINI MO NICA |
CEO & G M |
2016 | k gra stoc nt 1,000 ,000 |
from 29/0 4/20 16 to 31 /01/2 020 |
350 | ||||||||
| EXE CUT IVE WIT H STR ATE GIC RES PON SIBI LITI ES |
2016 | k gra stoc nt 155,1 00 |
from 29/0 4/20 16 to 31 /01/2 020 |
54 | |||||||||
| MON DAR MO NICA DINI |
CEO & G M |
2017 | k gra stoc nt 888,9 14 |
1,101 | from 28/0 4/20 17 to 31 /01/2 021 |
28/0 4/20 17 |
1.50 23 |
269 | |||||
| EXE CUT IVE WIT H STR ATE GIC RES PON SIBI ES LITI |
2017 | k gra stoc nt 137,8 70 |
171 | from 28/0 4/20 17 to 31 /01/2 021 |
28/0 4/20 17 |
1.50 23 |
42 | ||||||
| 1,276 | 1,430 |
| Fina ncial instr ts tha ted in t ves umen nabl assig e |
the y nd a ear a re |
ncial Fina instr ts for umen the y ear |
|||
|---|---|---|---|---|---|
| Num ber a nd ty pe of fina ncial instr ts umen |
Valu estin e at v g date |
Fair value ( theo al retic value ) note : see (in th nds o f ousa ) euro |
|||
| 1.311 3 |
-- | ||||
| 1.311 3 |
-- | ||||
| 37.50 0 of whic h 9.3 75 ti nd me a perf unit rcide d 9.375 orm. s exe |
1.49 45 |
40 | |||
(5) This is the notional cost for the Company determined at the grant date, using special actuarial models, multiplied by the number of Units exercisable in the period.
(10) Time units vested.
(12) This is the notional cost for the Company recognized to the Income Statement in personnel costs with an offset in the special equity reserve.
| Last name & first name | Position | Company in which shares are owned |
No. of shares owned at end of last year |
No. of shares acquired |
No. of shares transferred |
No. of shares owned at end of this year |
Notes |
|---|---|---|---|---|---|---|---|
| DE BENEDETTI | Chairman | CIR S.p.A. | 12,271,862 | 1,007,746 | 5,071,862 | 8,207,746 | (1) |
| RODOLFO | |||||||
| MONDARDINI MONICA |
Chief Executive Officer & General Manager |
CIR S.p.A. | -- | -- | -- | -- | |
| Chief Executive Officer | GEDI S.p.A. | 373,125 | --- | -- | 373,125 | ||
| BERTHERAT PHILIPPE | Director | CIR S.p.A. | -- | -- | -- | -- | |
| BOTTICINI MARISTELLA |
Director | CIR S.p.A. | -- | -- | -- | -- | |
| BRACCHI GIAMPIO | Director | CIR S.p.A. | -- | -- | -- | -- | |
| DEBENEDETTI FRANCO |
Director | CIR S.p.A. | 375,000 | -- | -- | 375,000 | |
| DE BENEDETTI EDOARDO |
Director | CIR S.p.A. | -- | -- | -- | -- | |
| DE BENEDETTI MARCO |
Director | CIR S.p.A. | -- | -- | -- | -- | |
| Chairman | GEDI S.p.A. | -- | -- | -- | -- | ||
| GIANNINI SILVIA | Director | CIR S.p.A. | -- | -- | -- | -- | |
| GRIECO PATRIZIA | Director | CIR S.p.A. | -- | -- | -- | - | |
| MICOSSI STEFANO | Director | CIR S.p.A. | -- | -- | -- | -- | |
| PISTAUER MICHAEL | Director | CIR S.p.A. | -- | -- | -- | -- | |
| RECCHI CLAUDIO | Director | CIR S.p.A. | -- | -- | -- | -- | |
| TABELLINI GUIDO | Director | CIR S.p.A. | -- | -- | -- | -- | |
| MANZONETTO PIETRO | Chairman of the Board of Statutory Auditors |
CIR S.p.A. | -- | -- | -- | -- | |
| ALLIEVI ANNA MARIA | Statutory Auditor | CIR S.p.A. | -- | -- | -- | -- | |
| ZINGALES RICCARDO | Statutory Auditor | CIR S.p.A. | -- | -- | -- | -- | |
| EXECUTIVE WITH STRATEGIC RESPONSIBILITIES |
CIR S.p.A. | 298,951 | 18,750 | 74,908 | 242,793 | (2) |
(1) Shares that are all owned: of which 1,007,746 owned directly, 5,200,00 owned indirectly through the company Rodolfo De Benedetti Società Semplice and 2,000,000 indirectly through the company Rodolfo De Benedetti S.r.l..
(2) Exercise of stock grant plans
In accordance with the terms of Art. 123-ter, paragraph 6, of the T.U.F., you are being called upon to approve Section I of the Compensation Report prepared according to the provisions of Art. 84-quater of Consob's Rules for Issuers, in conformity with Annex 3 A, Schedule 7-bis of the above-cited Rules.
Given the above, drawing your attention to the content of the above-mentioned Report, your Board of Directors hereby submits to you the following
The Annual General Meeting of the Shareholders of CIR S.p.A. - COMPAGNIE INDUSTRIALI RIUNITE:
Having seen the terms of current regulations
Acknowledging that the Compensation Report has been filed and made available within the time limits required by law
in favour of the content of Section I of the Compensation Report approved by the Board of Directors at the meeting held on March 12 2018.
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