Remuneration Information • Apr 8, 2019
Remuneration Information
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De' Longhi S.p.A. - Registered office: Via Lodovico Seitz 47, Treviso (Italy) Share capital: € 224,250,000.00 fully paid up – Tax code and Registration number with the Company Register of Treviso 11570840154
| Definitions | 5 |
|---|---|
| Preamble | 7 |
| SECTION I – REMUNERATION POLICY 2019 | 8 |
| 1. Policy aims and principles | 10 |
| 1.1 Aims | 10 |
| 1.2 General Principles | 10 |
| 1.3 Scope of application | 11 |
| 1.4 Changes compared to the previous financial year | 11 |
| 2. Governance of the remuneration process | 12 |
| 2.1 The bodies and persons involved | 12 |
| 2.2 Remuneration and Appointments Committee | 15 |
| 2.3 Independent experts involved in the preparation of the Policy | 17 |
| 2.4 Process for defining and approving the Policy | 18 |
| 3. Description of the Policy | 19 |
| 3.1 Compensation of members of the Board of Directors | 19 |
| 3.1.1 Compensation of non-executive directors | 20 |
| 3.1.2 Compensation of executive directors | 20 |
| a) Chairman of the Board of Directors | 21 |
| b) Vice Chairman, Chief Executive Officer and Key Manager with strategic Responsibilities | 21 |
| c) Director and Key Manager with Strategic Responsibilities in relation to the role of the Group's Chief Corporate Services Officer |
22 |
| 3.2 Compensation of Key Managers with Strategic Responsibilities and other Executives | 23 |
| 3.2.1 Compensation of the Financial Reporting Officer | 24 |
| 3.2.2 Compensation of the Internal Audit Manager | 24 |
| 3.3 Short-term incentives: Annual variable component (MBO) | 25 |
| 3.4 Medium/long-term incentives | 27 |
| 3.4.1 LTI Cash Plan 2018-2020 | 27 |
| 3.4.2 Share-based compensation plans | 28 |
| 3.5 Non-monetary benefits | 30 |
| 3.6 Indemnity in the event of resignation, dismissal without just cause or termination of employment following a public takeover bid |
30 |
| 3.7 Compensation of members of the Board of Statutory Auditors | 31 |
| SECTION II – COMPENSATION PAID DURING 2018 AND OTHER INFORMATION | 32 |
|---|---|
| 1. Compensation paid during 2018 | 34 |
| A) Table 1 – Annex 3A, Scheme 7-bis of the Issuers' Regulation | 34 |
| 2. Stock Options assigned to members of the Board of Directors, General Managers and Other Key Managers with Strategic Responsibilities |
46 |
| A) Table 2 - Stock Options assigned to members of the Board of Directors, General Managers and other Key Managers with Strategic Responsibilities |
46 |
| 3. Monetary incentive plans for the Board of Directors, General Manager and other Key Managers with Strategic Responsibilities |
48 |
| A) Table 3B: Monetary incentive plans in favour of members of the Board of Directors and General Managers and other Key Managers with strategic responsibilities |
48 |
| 4. Interests held by the Members of the Board of Directors and Board of Statutory Auditors, General Managers and other Key Managers with Strategic Responsibilities at 31 December 2018 |
54 |
| A) Table 1 – Annex 3A, Scheme 7-ter of the Issuers' Regulation | 54 |
Below are the main definitions concerning the general remuneration policy of De' Longhi S.p.A. used in this report, in addition to those indicated in the main text.
Other Executives Executives of De' Longhi S.p.A. other than the Company managers qualified by the Board of Directors as Key Managers with Strategic Responsibilities.
Shareholders' Meeting The Meeting of Shareholders of De' Longhi S.p.A.
Shares Listed on the standard Mercato Telematico Azionario managed by Borsa Italiana S.p.A.
Independent Committee or IC The "Independent Committee" of De' Longhi S.p.A.
Control and Risks Committee or CRC The "Control, Risks and Corporate Governance Committee" of De' Longhi S.p.A.
Remuneration and Appointments Committee or RAC The "Remuneration and Appointments Committee" of De' Longhi S.p.A.
CCNL The National Collective Agreement for executives of companies producing goods and services.
Corporate Governance Code Corporate Governance Code for listed companies prepared by the Corporate Governance Committee, promoted by Borsa Italiana (July 2018 edition) and available on the website:
http://www.borsaitaliana.it/borsaitaliana/regolamenti/corporategovernance/corporategovernance.htm CONSOB Italian Securities and Exchange Commission with registered office in Rome, Via G. B. Martini 3.
Board of Statutory Auditors The "Board of Statutory Auditors" of De' Longhi S.p.A.
Board of Directors The "Board of Directors" of De' Longhi S.p.A.
De' Longhi S.p.A. or De' Longhi or Company De' Longhi S.p.A., with registered office in Via Lodovico Seitz 47, Treviso, Italy.
Key Managers with Strategic Responsibilities Managers of the Group (including the General Manager, where appointed) identified by the Board of Directors who – in accordance with the provisions of Annex 1 to Consob Regulation No. 17221 of 12 March 2010 containing the rules for transactions with related parties, as subsequently amended – have the power and the responsibility, whether directly or indirectly, for planning, directing and controlling the De' Longhi Group's activities. At the date of this Report, the Board of Directors – most recently at the meeting held on 14 March 2019 – identified, in addition to the CEO, the Chief Financial Officer, the Chief Strategy and Control Officer, the Chief Corporate Services Officer, the Chief Operations and Technology Officer, the Chief Marketing Officer and the Chief Commercial Officer as Key Managers with Strategic Responsibilities.
De' Longhi Group or Group All the companies included in the consolidation scope of De' Longhi S.p.A. Mercato Telematico Azionario The Italian electronic stock market organised and managed by Borsa Italiana S.p.A.
MBO The annual variable component of the compensation for the position of Executive Director or for an employment contract as an executive, given based on the achievement of pre-defined business objectives, illustrated in subsection 3.4 of Section I of this Report.
Options The options assigned to the beneficiaries of the Stock Options Plan
Stock Options Plan The "Stock Options Plan 2016-2022" reserved for the Company's Chief Executive Officer and the De' Longhi Group's top management, approved by the Shareholders' Meeting held on 14 April 2016.
LTI Cash Plan 2018-2020 The cash incentive plan called "LTI Cash Plan 2018-2020" reserved for top management and the key resources of the De' Longhi Group, approved by the Board of Directors at the meeting held on 31 July 2018.
Diversity policies The "Diversity policies for members of the corporate bodies of De' Longhi S.p.A." approved by the Board of Directors on 26 February 2019.
OPC ProcedureThe "Procedure for transactions with related parties of the De' Longhi S.p.A Group" prepared in accordance with Consob Regulation No. 17221/2010, approved by the Company's Board of Directors on 12 November 2010 and taking effect on 1 January 2011 and subsequently updated at the meeting held on 12 November 2013.
Gross Annual Remuneration or GAR The gross fixed annual component of the compensation for those who have an employment relationship with one of the companies in the Group.
Issuers' Regulation Implementation Regulation of Legislative Decree No. 58 of 24 February 1998, concerning the issuers' regulation, adopted by Consob with Resolution No. 11971 of 14 May 1999 and subsequent amendments and additions.
OPC Regulation The "Regulation concerning transactions with related parties" adopted by Consob with Resolution No. 17221 of 12 March 2010 subsequently amended and supplemented by Consob with Resolution No. 17389 of 23 June 2010 end its subsequent amendments and/or additions and/or interpretations.
Consolidated Law on Finance or TUF Legislative Decree No. 58 of 24 February 1998 ("Consolidated Law on the regulations concerning financial intermediation") and subsequent amendments and additions.
This "Annual Report on Remuneration" (hereinafter the "Report") has been approved by the Company's Board of Directors upon the proposal of the Remuneration and Appointments Committee, on 14 March 2019, in compliance with the current legal and regulatory obligations laid down, in particular, by Art. 123 ter of the TUF and Art. 84-quater of the Issuers' Regulation.
The Report explains:
To better understand the contents of this Report, it should be noted that the Company is a holding company that engages in shareholding management activities and centralised services for subsidiaries.
a) are made available to the public, at the Company's office and on its website www.delonghigroup.com – in the section "Investor Relations / Governance / Shareholders' Meetings / 2019", and on the authorised storage mechanism accessible on the website – by the 21st day before the date the shareholders' meeting is convened to approve the financial statements for the year 2018;
b) are then submitted to the Shareholders' Meeting for the purposes described in Art. 123-ter of the TUF and Art. 84-quater of the Issuers' Regulation, and in accordance with and for the purposes set out in Art. 13, paragraph 3(b) of the OPC Regulation and Art. 9.1(c) of the OPC Procedure.
The Remuneration Policy of De' Longhi S.p.A. is defined in accordance with the governance model adopted by the Company and the recommendations of the Corporate Governance Code in order to:
(iii) acknowledge merit in order to adequately place a value on the individual contribution of managers.
These aims historically constitute the fundamental point of reference for the definition of the compensation policies of the Issuer and of the De' Longhi Group.
In view of the aforementioned aims, the compensation of Directors, Statutory Auditors, General Manager (if appointed) and Key Managers with Strategic Responsibilities is defined in accordance with the following principles and criteria:
different modulation between the annual fixed component and short-term variable compensation (MBO) with regard to the nature of the position held in the company and the responsibilities assigned in order to ensure the sustainability of the business results and the creation of value for shareholders over the medium-long term;
benefits in line with the relevant salary market practices and consistent with local regulations in order to complete and enhance the total compensation package taking the positions and/or assigned responsibilities into account.
The Policy sets out the principles and guidelines which the Company follows with regard to remuneration and applies to Directors, Statutory Auditors, the General Manager (if appointed) and other Key Managers with Strategic Responsibilities.
The Company's Board of Directors, most recently at the meeting held on 14 March 2019, defined that, in addition to the CEO, the Chief Financial Officer, the Chief Strategy and Control Officer, the Chief Corporate Services Officer, the Chief Operations and Technology Officer, the Chief Marketing Officer and the Chief Commercial Officer are Key Managers with Strategic Responsibilities.
The Policy has been prepared in line with the contents of the Issuers' Regulation and in consideration of the recommendations on compensation contained in the Corporate Governance Code as most recently amended in the July 2018 edition. The recommendations formulated on this subject by the Corporate Governance Committee promoted by Borsa Italiana S.p.A. and contained in the letter dated 21 December 2018 that the Chairman of the same committee sent to the Company's Chairman were taken into consideration when defining the Policy.
Companies directly and indirectly controlled by De' Longhi determine their compensation policies by applying principles and guidelines similar to those of the Company.
As of the date this Report is approved, no substantial changes to the aims, general principles and scope of application of the remuneration policy applied by the Company in 2018 are envisaged.
De' Longhi's Remuneration Policy is defined in accordance with the regulatory provisions and by taking into account the provisions contained in the Articles of Association, according to which:
In connection with the functions attributed to it by the Board of Directors regarding appointments, the Remuneration and Appointments Committee also:
The Remuneration Policy is defined after a formalized process (described in section 2.3) involving the Remuneration and Appointments Committee, the Board of Directors and the Group's Human Resources & Organisation Department.
De' Longhi's Remuneration and Appointments Committee (in this section also the "Committee") was set up by the Company's Board of Directors within the Board itself with resolution dated 1 March 2007. The Remuneration and Appointments Committee currently in office for the three-year period 2016- 2018 was appointed by the Board of Directors at the meeting held on 14 April 2016 and, in line with the recommendations contained in the July 2018 edition of the Corporate Governance Code, is composed of the following non-executive directors, the majority of whom are independent:
Alberto Clò - independent director who acts as Chairman;
Cristina Pagni independent director;
In accordance with the principles of corporate governance, the composition of the Committee currently in office guarantees the presence of persons who, in consideration of their professional experience, possess the necessary knowledge and experience in financial matters as well as remuneration policies, since the majority of its members have served on remuneration committees of other listed companies. At the meeting held on 14 April 2016, the Board of Directors also assigned the responsibilities to the Committee in accordance with framework resolution on corporate governance adopted by the Board of Directors on 18th December 2012 in compliance with Art. 7 of the Corporate Governance Code and the provisions of Criterion 5.C.1 of the same Corporate Governance Code (for a list of the individual functions assigned to the Committee, please see section 2.1 of this Report). As regards the approval of the Diversity Policies, the Board of Directors has also attributed the Committee - at the meeting held on 26 February 2019 - the functions of consulting and making recommendations with regard to the monitoring the implementation and the updating of the policies themselves.
The work of the Committee is coordinated by the Chairman and the meetings are minuted and the minutes are entered into the appropriate book.
In compliance with the governance principles, no Director takes part in the Committee meetings where the proposals to be submitted to the Board of Directors regarding their compensation are prepared.
In the performance of its duties, the Committee has the authority to access the information and business functions necessary for the execution of its duties, and to avail itself of external consultants.
It should be noted that the Board of Directors has not allocated an ad hoc budget for the Remuneration and Appointments Committee, but from time to time, when the Committee deems it necessary or appropriate to use external consultants, the Company makes the resources necessary to perform its duties available to the same. In the case of recourse to external consultants, the Remuneration and Appointments Committee first verifies that the same are not in a position that would compromise their independence of judgement.
During 2018, the Compensation and Appointments Committee met 5 (five) times in total (more specifically on: 31 January, 22 February, 1 March, 5 April and 14 June) with an attendance of 100% of its members and for an average duration of around 2 hours for each meeting. The Chairman of the Board of Statutory Auditors attended all the meetings of the Remuneration and Appointments Committee. All the Committee meetings were attended, at the invitation of the Chairman, by the Group's Chief of Human Resources who acted as Secretary of the Committee. Some of the Remuneration and Appointments Committee meetings were attended by non-members who were invited by the Committee for specific items on the agenda.
With reference to the functions attributed to it regarding remuneration, the Committee has carried out the following activities: (i) definition of the Company's remuneration policy for 2018, under Art. 123-ter of the TUF, to be submitted for the approval of the Board of Directors and, then, to the nonbinding vote of the Shareholders' Meeting; (ii) in relation to the Stock Options Plan 2016 – 2022, the proposed administrative management of the plan itself by an external company, and more detail on the management of particular situations in the event of termination of one of the beneficiaries' employment; (iii) evaluation of the recommendations in its area of competence formulated by the Chairman of the Corporate Governance Committee promoted by Borsa Italiana S.p.A. in the letter dated 13 December 2017; (iv) assessment of the adequacy, overall consistency and practical application of the remuneration policy for Directors and Key Managers with Strategic Responsibilities adopted for the year 2017; (v) verification of the degree to which the performance objectives defined for the year 2017 and correlated to the MBO have been achieved (related to the employment relationship as the Company's Key Manager with Strategic Responsibilities and to the term of office as the Chief Executive Officer) for the Vice Chairman and Chief Executive Officer and Key Manager with Strategic Responsibilities and preparation of the proposed payment of bonuses to the Board of Directors; (vi) final balance of the Cash LTI Plan 2015-2017 based on the results of the 2017 financial year and preparation of the proposed payment of bonuses to the Board of Directors; (vii) definition of the performance objectives to which the MBOs for 2018 will be linked (related to the employment relationship as Key Manager with Strategic Responsibilities and to the term of office as the Chief Executive Officer) for the Vice Chairman and Chief Executive Officer and Key Manager with Strategic Responsibilities; (viii) definition of the performance objectives to which the MBOs for 2018 will be linked for the Executive Director Silvia de' Longhi with reference to her employment relationship as a Key Manager with Strategic Responsibilities; (ix) preparation of the new LTI Cash Incentive plan 2018-2020 reserved for the Group's Top Management (including the remuneration benchmark by the company Mercer Italia).
With reference to the functions attributed to it regarding appointments, the Committee carried out the following activities in the financial year 2018: (i) evaluation of the recommendations on appointments formulated by the Chairman of the Corporate Governance Committee promoted by Borsa Italiana S.p.A. in the letter dated 13 December 2017; (ii) examination of Massimiliano Benedetti's CV, for the purposes of the proposed enlargement of the Board of Directors, submitted to the Shareholders' Meeting on 19 April 2018.
In the first months of the financial year, the Committee met 3 (three) times (more specifically on: 4 and 21 February and 8 March 2019).
With reference to the functions attributed to it regarding remuneration, during the above meetings, the Committee carried out the following activities: (i) preparation of the Company's remuneration policy for 2019, under Art. 123-ter of the TUF, to be submitted for the approval of the Board of Directors and, then, to the non-binding vote of the Shareholders' Meeting; (ii) evaluation of the recommendations regarding the variable remuneration of executive directors formulated by the Chairman of the Corporate Governance Committee promoted by Borsa Italiana S.p.A. in the letter dated 21 December 2018; (iii) assessment of the adequacy, overall consistency and practical application of the remuneration policy to directors and Key Managers with Strategic Responsibilities adopted for the year 2018; (iv) verification of the degree to which the performance objectives defined for the year 2018 and correlated to the MBO have been achieved (related to the employment relationship as the Company's Key Manager with Strategic Responsibilities and to the term of office as the Chief Executive Officer) for the Vice Chairman and Chief Executive Officer and Key Manager with Strategic Responsibilities and preparation of the proposed payment of bonuses to the Board of Directors; (v) verification of the degree of actual achievement of the performance objectives defined for 2018 correlated with the MBO of Executive Director Silvia de' Longhi with reference to her employment relationship as a Key Manager with Strategic Responsibilities; (vi) definition of the performance objectives for the 2019 MBOs (related to the employment relationship as Key Manager with Strategic Responsibilities and to the term of office as the Chief Executive Officer) for the Vice Chairman and Chief Executive Officer and Key Manager with Strategic Responsibilities; definition of the related claw-back provisions; (vii) definition of the performance objectives for the 2019 MBOs of the Executive Director Silvia de' Longhi with reference to her employment relationship as a Key Manager with Strategic Responsibilities; definition of the related claw back provision.
While, with reference to the functions attributed to it regarding appointments, the Committee carried out the following activities during the above meetings: (i) evaluation of the recommendations in its area of competence formulated by the Chairman of the Corporate Governance Committee promoted by Borsa Italiana S.p.A. in the letter dated 21 December 2018; (ii) evaluation regarding the opportunity to adopt a succession plan for the executive directors as recommended by Criterion 5.C.2 of the Corporate Governance Code; (iii) preparation of the Diversity Policies required by Art. 123-bis, para. 2(d-bis) of the TUF; (iv) arrangement and supervision of the 2018 self-assessment process of the Board of Directors (board review or self-assessment) and consequent analysis of the results of the "Board of Directors selfassessment questionnaire – February 2019" and formulation of an opinion for the Board of Directors on its size and composition, also in terms of the professional profiles, whose presence on the board is considered appropriate, and on the maximum number of significant offices as director and/or auditor in other companies, compatible with discharging the duties of director.
The remuneration structure envisaged by the Policy was defined by the Company also based on market remuneration benchmarks (for companies considered comparable) produced by the consulting firm Mercer Italia S.p.A., which provides methodological support and market benchmarks on Execution Compensation. De' Longhi also monitors market trends and best practices.
The Remuneration Policy is submitted to the approval of the Board of Directors each year upon the proposal of the Remuneration and Appointments Committee. To draft the Policy the Remuneration and Appointments Committee is assisted by the Group's Human Resources & Organisation Department in order to collect market data in terms of practices, policies and benchmarking to be used to better prepare the policy, and, as already specified in section 2.3, also involves, where necessary, independent experts.
De' Longhi's Board of Directors, having examined and approved the Policy, submits it – in compliance with the provisions of Art. 123-ter of the TUF – to the non-binding vote of the Shareholders' Meeting, and makes it available at least 21 days before the Meeting is convened.
In order to the prepare this Policy, the Compensation and Appointments Committee has defined - as part of its duties - the structure and contents of the same in the meetings held on 4 and 21 February 2019 and 8 March 2019.
This Policy was then approved by the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, in the meeting held on 14 March 2019, at the same time as the approval of this Remuneration Report.
The main features of the Remuneration Policy are highlighted below, in terms of the elements of the pay package and their determination, for the various offices identified by the provisions and regulations in force as well as for Other Executives.
Among the members of the Board of Directors it is possible to distinguish between:
The assignment of powers to directors for emergencies only is not sufficient, in itself, for them to be identified as Executive Directors.
In the Board of Directors in office on the date of this Report it is possible to identify as:
Pursuant to Art. 2389 of the Italian Civil Code, the compensation of all the members of the Board of Directors is determined at the time of their appointment: the Shareholders' Meeting sets the gross annual compensation for each director for their term of office.
The Shareholders' Meeting (on 14 April 2016 and, for the director Mr Benedetti, on 19 April 2018) set the annual gross compensation of each member of the Board of Directors appointed for the three-year period 2016-2018 at € 45,000 and authorised the Board of Directors to define any further compensation for directors vested with special duties in accordance with the memorandum of association, pursuant to Art. 2389, third paragraph of the Italian Civil Code.
The members of the Board of Directors are reimbursed for documented expenses incurred in carrying out their duties.
In addition to that described in subsection 3.1 above, the Remuneration Policy for the Company's Non-Executive Directors provides, in compliance with the principles of corporate governance, the allocation of a fixed compensation and/or predetermined fees for attending committees established within the Board of Directors which is set by the Board.
The Board of Directors meeting held on 14 April 2016 set the fees for the three-year period 2016-2018 for participating in the meetings of committees set up within the Board. The following fees were set: (i) € 1,500 for the Chairmen and (ii) € 1,000 for the other members, for each meeting they attend of the committee they belong to.
In line with the best practices, no variable component of the compensation is envisaged for Non-Executive Directors.
The Remuneration Policy for De' Longhi's Executive Directors envisages, in addition to that described in subsection 3.1.1 above, acknowledgement of additional compensation determined according to the office held and the respective responsibilities.
This compensation is set, in accordance with Art. 2389, third paragraph of the Italian Civil Code, by the Board of Directors upon the proposal of the Remuneration and Appointments Committee after having heard the opinion of the Board of Statutory Auditors.
In order to define this compensation, the Remuneration and Appointments Committee assesses the trend of the results achieved and the positioning of the Executive Directors' total compensation package in relation to market values for similar position taken from a representative sample of leading companies (also listed companies) operating in the sector the Company belongs to (or related and/or similar sectors), or in other business contexts.
The compensation of Executive Directors provides for:
In line with the provisions of the Corporate Governance Code which the Company has adopted, clawback clauses will be applied at contract level to the variable component of the Compensation for Executive Directors, which envisage the possible restitution of all or part of the amounts paid, or the non-payment of compensation accrued but not yet paid, if they have been determined based on data that in the following three years prove to be manifestly incorrect or the result of manipulation or unlawful behaviour.
The relationship between the fixed and variable components in the total package is structured in such a way that it focuses management's attention on growth and sustainability of the results over the medium term, reducing the risks of unbalanced trends in the short term.
In the case where the Executive Directors have an existing employment relationship with the Company or with the Group, they enjoy non-monetary benefits similar to those envisaged for the Company's Other Executives.
In application of the guidelines outlined above, the compensation of the Chairman of the Board of Directors in office on the date of this Report is broken down into:
The Chairman's current compensation does not include a variable component, owing to the express waiver of the party concerned.
In application of the guidelines illustrated above and in consideration of the employment relationship with the Company, the compensation of the Chief Executive Officer in office at the date of this report (recently identified by the Company's Board of Directors on 14 March 2019 as a Key Manager with Strategic Responsibilities, in relation to the existing employment relationship with the Company as manager) is broken down into:
• a gross annual fixed component set:
(iii) by the Board of Directors upon the proposal of the Remuneration and Appointments Committee and after having heard the opinion of the Board of Statutory Auditors, in relation to the current employment relationship as a Key Manager with Strategic Responsibilities with the Company;
a gross annual variable component (MBO) set by the Board of Directors, upon the proposal of the Remuneration and Appointments Committee and having heard the opinion of the Board of Statutory Auditors, in relation to:
The amounts accrued for the variable component of the remuneration are subject to a partial deferment which is limited to the medium/long-term variable component deriving from the LTI Cash Plan 2018- 2020 and the Stock Options Plan.
In application of the guidelines illustrated above and in consideration of the employment relationship with the Group, the compensation of the Director and Chief Corporate Services Officer in office at the date of this report (recently identified by the Board of Directors of the Company on 1 March 2018 as a Key Manager with Strategic Responsibilities) is broken down into:
a gross annual variable component (MBO) set by the Board of Directors upon the proposal of the Remuneration and Appointments Committee and after having heard the opinion of the Board of Statutory Auditors, in relation to the employment relationship as a Key Manager with Strategic Responsibilities, awarded upon achievement of set company objectives (30% of GAR in the 2018 financial year);
a medium/long-term variable component set by the Board of Directors upon the proposal of the Remuneration and Appointments Committee and after having heard the opinion of the Board of Statutory Auditors, referred to the employment relationship as a Key Manager with Strategic Responsibilities, through participation in:
The amounts accrued for the variable component of the remuneration are subject to a partial deferment which is limited to the medium/long-term variable component deriving from the LTI Cash Plan 2018- 2020 and the Stock Options Plan.
Remuneration of the Key Managers with Strategic Responsibilities and of the Other Executives of the Company consists of the following elements:
• a gross annual fixed component ("GAR") which is defined according to the chosen positioning compared to the reference market, the levels of responsibilities and complexities managed, as well as the individual's professional skills, experience and development potential.
This compensation component is adjusted over time, in accordance with the market developments, by assessing the abilities and professional skills acquired and mainly the results produced and potential developed;
The amounts accrued for the variable component of the compensation are subject to a partial deferment which is limited to the medium/long-term variable component.
In line with the provisions of the Corporate Governance Code, the variable components of the remuneration of Key Managers with Strategic Responsibilities other than Company Directors attributed starting from 2017 are subject to the application of claw-back clauses at contract level, which envisage the possible restitution of all or part of the amounts paid, or the non-payment of compensation accrued but not yet paid, if they have been determined based on data that in the following three years prove to be manifestly incorrect or the result of manipulation or unlawful behaviour.
As for the Executive Directors, the fixed component of the compensation recompenses the position held in terms of breadth of responsibilities and impact on the business also for the Key Managers with Strategic Responsibilities and for the Other Executives, reflecting the experience, skills and competencies required for each position, as well as the level of excellence demonstrated and the overall quality of the contribution to the business results.
The variable component of the compensation is designed to recognise the results achieved by management, establishing a link between pay and performance. The incentives reward the achievement of objectives, both in terms of quantity and quality, defining the payment of a variable bonus. There are fixed upper limits on the annual variable component of the compensation linked to monetary systems (annual MBO and LTI Cash Plan 2018-2020).
With regard to the importance and critical nature of the position held in the Company, De' Longhi can enter Non-Competition Agreements and/or Stability Agreements with the Key Managers with Strategic Responsibilities and Other Executives which provide for the awarding of a predetermined amount in relation to the duration and extent of the restrictions contained in the agreements.
The compensation of the Financial Reporting Officer is determined, in compliance with the above guidelines, in line with the tasks assigned to him.
The rationale behind the awarding and determination of such compensation corresponds to that regarding the compensation for Key Managers with Strategic Responsibilities and Other Executives.
The compensation of the Internal Audit Manager is defined, in line with the tasks assigned to him, by the Board of Directors, upon the proposal of the Director responsible for the Internal Control and Risk Management System and having heard the opinion of the Control and Risks Committee and the Board of Statutory Auditors.
The rationale behind the awarding and determination of such compensation does not differ from that regarding the compensation for Other Executives.
MBO represents the annual variable component of the compensation paid once short-term predefined (quantitative or qualitative) business objectives are reached.
As a rule the quantitative objectives are linked to an incentive scale which expresses the bonus matured in relation to the degree the objective has been achieved. It envisages minimum values, under which the Company does not pay the incentive, and maximum values above which the Company will always pay the amount, namely the maximum percentage decided.
The MBO objectives set for the Vice Chairman, Chief Executive Officer and Key Manager with Strategic Responsibilities are linked to economic and financial indicators or specific projects, in accordance with the general principles laid down by this Policy (described in section 1.2 above), and in particular:
(i) in relation to the Chief Executive Officer's term of office, these are set as:
(ii) in relation to his employment relationship as a Key Manager with Strategic Responsibilities, these are set as:
The MBO objectives set for the Director and Key Manager with Strategic Responsibilities related to the role of Chief Corporate Services Officer are linked to economic and financial indicators or specific projects, in accordance with the general principles laid down by this Policy (described in section 1.2 above), and in particular, these are set as:
The MBO objectives for Key Managers with Strategic Responsibilities and Other Executives, defined in accordance with the principles laid down in this Remuneration Policy by the Chief Executive Officer (upon the instructions of the Board of Directors), are linked to economic and financial quantities or specific projects; more specifically:
(i) for other Key Managers with Strategic Responsibilities, these are set as:
(ii) for Other Executives, these are set as:
The weight of the MBO (expressed as a percentage) linked to the short-term results with respect to the fixed component:
The medium/long-term incentives are the medium/long-term variable component of compensation.
• In the meeting held on 31 July 2018, the Board of Directors approved, upon the proposal of the Remuneration and Appointments Committee and with the favourable opinion of the Board of Statutory Auditors, an incentive plan for the Vice Chairman and Chief Executive Officer and Key Manager with Strategic Responsibilities of the Company and for some Other Executives of De'Longhi and other companies in the Group, linked to the achievement of objectives of the Group's business plan for the three-year period 2018-2020 approved by the Board of Directors on 22 February 2018.
The above plan:
The Shareholders' Meeting held on 14 April 2016 approved, upon the proposal of the Board of Directors and the Remuneration and Appointments Committee and with the favourable opinion of the Board of Statutory Auditors, the Stock Options Plan for the Company's Chief Executive Officer and the Group's Top Management associated with an increase in the Share value on the Mercato Telematico Azionario. The above plan envisages:
(iii) for an overall duration of 7 years and will in any case end on 31 December 2022.
At the meetings of the Board of Directors held on 28 July 2016 and 16 February 2017, the Board resolved to attribute 300,000 options to the Chief Executive Officer and, upon the proposal of the latter, 1,700,000 options shared between the other Key Managers with Strategic Responsibilities and Other Executives of De' Longhi and other companies in the Group.
During 2018, upon the proposal of the Chief Executive Officer and with the favourable opinion of the Remuneration and Appointments Committee and the Board of Statutory Auditors, in relation to the possible termination of employment of one of the beneficiaries, on 22 February 2018 the Company's Board of Directors resolved to keep his right to exercise all the options attributed to him on the normal expiries laid down in the rules, and the same for all the other participants in the plan.
Again during 2018, a different beneficiary of the Stock Options Plan left the company, with the forfeiture of the right to exercise the options awarded to him.
At the date of the approval of this Report, the number of options that can be exercised on the expiries laid down by the Stock Options Plan rules is 1,945,000.
Exercise of the Options is not subject to the achievement of performance objectives by the beneficiaries. Considering that (i) the general long-term variable remuneration structure of the Chief Executive Officer, the executives and Key Resources of the De' Longhi Group - the potential beneficiaries of the Stock Options Plan - already envisages a long-term monetary incentive plan, conditional upon achieving the performance objectives linked to the De' Longhi Group's business plan; (ii) the nature of the Stock Option Plan encompasses the concept of the share's performance, the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, has decided not to subject the Options' vesting and their exercise to further and/or different performance conditions other than the increase of De' Longhi share prices on the stock exchange, and therefore not applying the recommendation referred to in Criterion 6.C.2 (b) of the Corporate Governance Code to the Stock Options Plan.
At the meeting held on 31 July 2018, upon the request of the Chief Executive Officer, having heard the favourable opinion of the Remuneration and Appointments Committee, considering that the administrative management of a Stock Options Plan requires specialist skills and that it would not be cost-effective to develop this in-house to manage just one plan, the Company's Board of Directors authorised the Chief Executive Officer to prepare, with the support of the internal structures all that is necessary to ensure the effective and professional administrative management of the Stock Options Plan 2016-2022 by making use of a qualified and specialised company.
Shares issued to the beneficiary under the exercise of the Options will be freely available and therefore freely transferable by the same. The Stock Options Plan does not envisage for the Chief Executive Officer or the Key Managers with strategic responsibilities who may be the beneficiaries of the Plan any restrictions to retain, until the end of the mandate or for an appropriate set time respectively, a portion of the Shares purchased by exercising the Options (lock-up restriction recommended by Criterion 6.C.2 (c) of the Corporate Governance Code).
On this point the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, has decided not to apply the recommendation under Criterion 6.C.2 (c) of the Corporate Governance Code to the Stock Options Plan, given the long-standing relationship between the Company and the Top Management, beneficiary of said plan, and the Board having already arranged a vesting schedule for the exercise of the Options over intervals of time.
With regard to the application of the lock-up restriction to the Chief Executive Officer, the Board of Directors has determined that, even in this case, there is no need to envisage this restriction, considering that Fabio de' Longhi has undoubtedly a well-established and long-standing relationship with the Company and the De' Longhi Group, such that he needs no motivation to remain in his position owing to the obligation to retain (in part) a portion of any Company Shares purchased by exercising the Options. It has also been noted that the Chief Executive Officer already directly holds his own share in De' Longhi S.p.A's share capital (and has done for some time) which is known to the market.
For the description of the Stock Options Plan, please refer to the "Directors' report on the fifth item on the agenda for the ordinary part of the Meeting of Shareholders of De' Longhi S.p.A. convened in ordinary and extraordinary sessions for 14 April 2016, in a single call" and to the Information Document prepared pursuant to Art. 114-bis of the TUF and Art. 84-ter of the Issuers' Regulation, attached thereto, available on the Company's website www.delonghigroup.com, "Governance" – "Shareholders' Meeting" – "2016".
During 2018, the Chief Executive Officer did not submit proposals for new share-based medium/longterm incentive plans to the Remuneration and Appointments Committee.
Considering that the first vesting period for the Stock Options Plan 2018-2022 expires at the end of April 2019, during the 2019 financial year the RAC will assess any proposals of the Chief Executive Officer on the adoption of a new incentive system for the Executive Directors, Key Managers with Strategic Responsibilities and/or some Other Executives of De' Longhi and of the other companies in the Group, to submit for the approval of the Board of Directors or the Shareholders' Meeting depending on the type of plan adopted.
The compensation for the Chairman and Vice Chairman and Chief Executive Officer and Key Manager with Strategic Responsibilities, the Director and Key Manager with Strategic Responsibilities in relation to the role as Chief Corporate Services Officer, other Key Managers with Strategic Responsibilities and Other Executives of the Company includes various types of non-monetary benefits.
For managers of the Company the policy with regard to non-monetary benefits not arising from legal obligations or the national collective agreement (CCNL), envisages:
In view of specific personal circumstances, the compensation package for some of the other Key Managers with Strategic Responsibilities and Other Executives includes the provision of accommodation at the expense of the Company (which, as a benefit, is duly subject to taxation and social security contributions), and the reimbursement of children's school fees abroad if part of the conditions agreed upon employment.
Lastly, the compensation package for Key Managers with Strategic Responsibilities may envisage the payment of amounts or the use of services provided by the company pursuant to Art. 51 of Decree of the President of the Republic No. 917/86, as subsequently amended, in relation to the results of investigations conducted by the Remuneration and Appointments Committee and by the Board of Directors during the financial year.
For Non-Executive Directors and for the Chairman, Vice Chairman and Chief Executive Officer and for the Chief Corporate Services Officer (also with regard to the existing employment relationships as Key Managers with Strategic Responsibilities) no indemnity is envisaged in the event of termination of office for any reason.
For the other Key Managers with Strategic Responsibilities and Other Executives individual agreements may be envisaged which regulate ex ante the economic aspects arising from early termination of employment by the Company or for any other cause, except as provided for in any non-competition agreements.
At the date of this Report no indemnities have been formalised in the event of termination of office for any reason for the non-Executive Directors, the Chairman, the Vice Chairman and Chief Executive Officer (also with regard to the existing employment relationship as a Key Manager with Strategic Responsibilities) in office or for the Other Executives.
At the date this Report is drafted, the Board of Statutory Auditors of De' Longhi S.p.A. is composed as follows:
| - Cesare Conti | (Chairman) |
|---|---|
| - Paola Mignani | (Standing Auditor) |
| - PIERA TULA* | (Standing Auditor) |
on 23 April 2013.
* Ms Tula, alternate auditor appointed by the Shareholders' Meeting held on 14 April 2016, took over the position of standing auditor from Gianluca Ponzellini on 01.06.2018, following the death of the latter.
The compensation of the standing members of the Board of Statutory Auditors is determined by the Shareholders' Meeting following the proposal of the Board of Directors or by the same shareholders and consists of a gross annual fixed component.
On 14 April 2016 the Shareholders' Meeting set, for the three-year period 2016-2018, the annual compensation of the Chairman of the Board of Statutory Auditors at € 61,900.00 gross per annum and the compensation of each of the two standing members at € 41,300.00 gross per annum. The same remuneration was set for the three-year period 2013-2015 by the Shareholders' Meeting held
Information on the compensation paid during the year ending on 31 December 2018 is given below. Explanation of the items and further information can be found in Section I of this Report.
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period during | Compensation | Non-equity variable compensation | Fair value | Indemnity at | |||||||||||
| Name and surname |
Office | which the position was held |
Expiry of office | Fixed compensation |
for participation in committees |
Bonuses & other incentives |
Share in profits | Non-monetary benefits |
Other compensation |
Total | of equity compensation |
end of office or termination of employment |
|||
| Giuseppe de' Longhi |
Chairman of the Board of Directors |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||||
| (I) Compensation in the company preparing | € 45,000 | (a) | |||||||||||||
| the financial statements | € 1,255,000 | (b) | € 1,300,000 | ||||||||||||
| (II) Compensation from subsidiaries and associates | € 300,000 | (a) | € 300,000 | ||||||||||||
| (III) Total | € 1,600,000 | € 0 | € 0 | € 0 | € 0 | € 0 | € 1,600,000 | € 0 | € 0 | ||||||
| Fabio de' Longhi |
Vice Chairman, CEO and KMSR |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||||
| € 45,000 | (a) | € 114,075 | (d) | € 20,144 | (f) | ||||||||||
| the financial statements | (I) Compensation in the company preparing | € 585,000 | (b) | € 200,000 | (e) | € 2,001,019 | € 547,170 | ||||||||
| € 320,000 | (c) | € 716,800 | (g) | ||||||||||||
| (II) Compensation from subsidiaries and associates | € 150,000 | (a) | € 150,000 | ||||||||||||
| (III) Total | € 1,100,000 | € 0 | € 1,030,875 | € 0 | € 20,144 | € 0 | € 2,151,019 | € 547,170 | € 0 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and | Period during which the |
Fixed | Compensation for | Non-equity variable compensation |
Non | Other | Fair value | Indemnity at end of office or |
|||||
| surname | Office | position was held |
Expiry of office | compensation | participation in committees |
Bonuses & other incentives |
Share in profits | monetary benefits |
compensation | Total | of equity compensation |
termination of employment |
|
| Massimiliano Benedetti |
Director | 19/04/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||
| the financial statements | (I) Compensation in the company preparing | € 45,000 | (a) | € 1,000 | € 46,000 | ||||||||
| (II) Compensation from subsidiaries and associates | € 0 | ||||||||||||
| (III) Total | € 45,000 | € 1,000 | € 0 | € 0 | € 0 | € 0 | € 46,000 | € 0 | € 0 | ||||
| Alberto Clo' | Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||
| the financial statements | (I) Compensation in the company preparing | € 45,000 | (a) | € 9,000 | € 54,000 | ||||||||
| (II) Compensation from subsidiaries and associates | € 0 | ||||||||||||
| (III) Total | € 45,000 | € 9,000 | € 0 | € 0 | € 0 | € 0 | € 54,000 | € 0 | € 0 | ||||
| Luisa Maria Virginia Collina |
Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||
| the financial statements | (I) Compensation in the company preparing | € 45,000 | (a) | € 1,000 | € 46,000 | ||||||||
| (II) Compensation from subsidiaries and associates | € 0 | ||||||||||||
| (III) Total | € 45,000 | € 1,000 | € 0 | € 0 | € 0 | € 0 | € 46,000 | € 0 | € 0 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and | Period during which |
Fixed | Compensation for | Non-equity variable compensation |
Non | Other | Fair value | Indemnity at end of office or |
|||||
| surname | Office | the position was held |
Expiry of office | compensation | participation in committees |
Bonuses & other incentives |
Share in profits | monetary benefits |
compensation | Total | of equity compensation |
termination of employment |
|
| Renato Corrada |
Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||
| (I) Compensation in the company preparing the financial statements | € 45,000 | (a) | € 10,000 | € 55,000 | |||||||||
| (II) Compensation from subsidiaries and associates | € 0 | ||||||||||||
| (III) Total | € 45,000 | € 10,000 | € 0 | € 0 | € 0 | € 0 | € 55,000 | € 0 | € 0 | ||||
| Silvia de' Longhi |
Director and Key Manager w/ Strategic Responsibilities |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||
| (I) Compensation in the company preparing the financial statements | € 45,000 | (a) | € 45,000 | € 310,063 | |||||||||
| (II) Compensation from subsidiaries and associates | € 30,000 € 240,000 |
(a) (c ) |
€ 72,000 | (e) | € 7,449 (f) |
€ 349,449 | |||||||
| (III) Total | € 315,000 | € 0 | € 72,000 | € 0 | € 7,449 | € 0 | € 394,449 | € 310,063 | € 0 | ||||
| Carlo Garavaglia |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
|||||||||||
| (I) Compensation in the company preparing the financial statements | € 45,000 | (a) | € 5,000 | € 50,000 | |||||||||
| (II) Compensation from subsidiaries and associates | € 0 | ||||||||||||
| (III) Total | € 45,000 | € 5,000 | € 0 | € 0 | € 0 | € 0 | € 50,000 | € 0 | € 0 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period during | Compensation for | Non-equity variable compensation | Fair value | Indemnity at end of | ||||||||
| Name and surname |
Office | which the position was held |
Expiry of office | Fixed compensation |
participation in committees |
Bonuses & other incentives |
Share in profits | Non-monetary benefits |
Other compensation |
Total | of equity compensation |
office or termination of employment |
| Cristina Pagni | Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
|||||||||
| (I) Compensation in the company preparing the financial statements |
€ 45,000 (a) |
€ 6,000 | € 51,000 | |||||||||
| (II) Compensation from subsidiaries and associates | € 0 | |||||||||||
| (III) Total | € 45,000 | € 6,000 | € 0 | € 0 | € 0 | € 0 | € 51,000 | € 0 | € 0 | |||
| Stefania Petruccioli |
Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
|||||||||
| (I) Compensation in the company preparing the financial statements |
€ 45,000 (a) |
€ 6,000 | € 51,000 | |||||||||
| (II) Compensation from subsidiaries and associates | € 0 | |||||||||||
| (III) Total | € 45,000 | € 6,000 | € 0 | € 0 | € 0 | € 0 | € 51,000 | € 0 | € 0 | |||
| Giorgio Sandri | Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
|||||||||
| (I) Compensation in the company preparing the financial statements |
€ 45,000 (a) |
€ 45,000 | ||||||||||
| (II) Compensation from subsidiaries and associates | € 0 | |||||||||||
| (III) Total | € 45,000 | € 0 | € 0 | € 0 | € 0 | € 0 | € 45,000 | € 0 | € 0 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period during | Compensation | Non-equity variable compensation |
Fair value | Indemnity at end of | ||||||||
| Name and surname |
Office | which the position was held |
Expiry of office | Fixed compensation |
for participation in committees |
Bonuses & other incentives |
Share in profits | Non-monetary benefits |
Other compensation |
Total | of equity compensation |
office or termination of employment |
| Silvio Sartori |
Director | 01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
|||||||||
| the financial statements | (I) Compensation in the company preparing | € 45,000 (a) |
€ 6,000 | € 51,000 | ||||||||
| (II) Compensation from subsidiaries and associates | € 0 | |||||||||||
| (III) Total | € 45,000 | € 6,000 | € 0 | € 0 | € 0 | € 0 | € 51,000 | € 0 | € 0 | |||
| Cesare Conti |
Chairman Board of Statutory Auditors |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
|||||||||
| the financial statements | (I) Compensation in the company preparing | € 61,900 (a) |
€ 61,900 | |||||||||
| (II) Compensation from subsidiaries and associates | € 0 | |||||||||||
| (III) Total | € 61,900 | € 0 | € 0 | € 0 | € 0 | € 0 | € 61,900 | € 0 | € 0 | |||
| Gianluca Ponzellini |
Standing Auditor |
01/01/2018 01/06/2018 |
Approval 2018 fin. statements |
|||||||||
| the financial statements | (I) Compensation in the company preparing | € 17,208 (a) |
€ 17,208 | |||||||||
| (II) Compensation from subsidiaries and associates | € 26,458 | € 26,458 | ||||||||||
| (III) Total | € 43,666 | € 0 | € 0 | € 0 | € 0 | € 0 | € 43,666 | € 0 | € 0 |
Compensation paid during 2017 to members of the board of directors and board of statutory auditors, general managers and other key managers with strategic responsibilities (in office at 31 December 2018)
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period | Compensation | Non-equity variable compensation | Fair value | Indemnity at | |||||||||||
| Name and surname |
Office | during which the position was held |
Expiry of office | compensation | Fixed | for participation in committees |
Bonuses & other incentives |
Share in profits | Non-monetary benefits |
Other compensation |
Total | of equity compensation |
end of office or termination of employment |
||
| Paola Mignani |
Standing Auditor |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||||
| (I) Compensation in the company preparing the financial statements |
€ 41,300 | (a) | € 41,300 | ||||||||||||
| (II) Compensation from subsidiaries and associates | € 43,000 | € 43,000 | |||||||||||||
| (III) Total | € 84,300 | € 0 | € 0 | € 0 | € 0 | € 0 | € 84,300 | € 0 | € 0 | ||||||
| Piera Tula | Standing Auditor |
01/06/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||||
| (I) Compensation in the company preparing the financial statements |
€ 24,092 | (a) | € 24,092 | ||||||||||||
| (II) Compensation from subsidiaries and associates | € 19,833 | € 19,833 | |||||||||||||
| (III) Total | € 43,925 | € 0 | € 0 | € 0 | € 0 | € 0 | € 43,925 | € 0 | € 0 | ||||||
| N. 5 (i) | Key Managers with Strategic Responsibilities |
01/01/2018 31/12/2018 |
Approval 2018 fin. statements |
||||||||||||
| (I) Compensation in the company preparing | € 1,099,771 | (c ) | € 404,400 | (e) | € 73,128 | (f) | |||||||||
| the financial statements | € 1,492,400 | (g) | € 3,069,699 | € 1,294,969 | € 1,200,000 | ||||||||||
| € 299,910 | (c ) | € 30,900 | (e) | € 166,215 | (f) | ||||||||||
| (II) Compensation from subsidiaries and associates | € 2,120 | (h) | € 457,313 | (g) | € 956,458 | ||||||||||
| (III) Total | € 1,401,801 | € 0 | € 2,385,013 | € 0 | € 239,343 | € 0 | € 4,026,157 | € 1,294,969 | € 1,200,000 |
(a) emoluments approved by the Shareholders' Meeting, even if they have not been paid. It is specified that it is company practice for the company to pay the emolument to members of the Board of Directors in December each year for the entire financial year, while the members of the Board of Statutory Auditors are paid on a pro rata temporis basis;
(b) compensation received for the performance of special duties, pursuant to Art. 2389, paragraph 3, of the Italian Civil Code (e.g. by the Chairman and Vice Chairman). It is specified that it is company practice for the company to pay the emolument in December each year for the entire financial year;
(c) fixed compensation from employment gross of income tax and social security contributions payable by the employee, excluding obligatory collective social security costs payable by the Company and provision for severance indemnities;
(d) The 2018 MBO related to the CEO's term of office, even if not yet paid;
(e) The 2018 MBO related to the employment relationship, even if not yet paid;
(f) non-monetary benefits related to the employment relationship;
(g) LTI Cash 2015-2017 related to the employment relationship;
(h) reimbursement of fixed-rate car allowance;
(i) in mid March 2018, a Key Manager mutually agreed with the Company to terminate the thirty-year employment relationship and was substituted by another employee in the Group. In the same period another Key Manager was substituted by another Group employee.
The table below shows the stock options assigned to members of the Board of Directors and Key Managers with Strategic Responsibilities.
Tabella 2 - Stock-option assegnate ai componenti dell'organo di amministrazione, ai direttori generali e agli altri dirigenti con responsabilità strategica
| Options held at the beginning Options awarded during the financial of the financial year year (3) (4) (5) (6) (7) (8) (9) |
year | Options exercised during the financial |
Options exercised during the financial year |
Options held at the end of the financial year |
Options pertaining to the financial year |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | (1) | (2) | (10) | (11) | (12) | (13) | (14) | (15)=(2)+(5)- (11)-(14) |
(16) | |||||||
| me me and surna Na |
Office | Plan | mber options Nu |
Exercise price | Possible exercise period (from - to) |
mber options Nu |
Exercise price | Possible exercise period (from - to) |
Fair value at award date |
Date of award | underlying shares at the award of options Market price of |
mber of options Nu |
Exercise price | underlying shares at the exercise date Market price of |
mber options Nu |
mber options Nu |
Fair Value (*) |
| Fabio de' Longhi | Vice Chairman, Chief Executive Officer and Key Manager with Strategic Responsibilities |
||||||||||||||||
| (I) Compensation in the company preparing the financial statements |
Stock Options Plan 2016-2022 |
150,000 | € 20,4588 | from May 2019 to December 2022 |
150,000 | 321,071 | |||||||||||
| (Board Resolution 28 July 2016) |
150,000 | € 20,4588 | from May 2020 to December 2022 |
150,000 | 226,099 | ||||||||||||
| (II) Total | 300,000 | 300,000 | 547,170 | ||||||||||||||
| Silvia de' Longhi | Director and Key Manager with Strategic Responsibilities |
||||||||||||||||
| (I) Compensation in the company | Stock Options Plan 2016-2022 |
85,000 | € 20,4588 | from May 2019 to December 2022 |
85,000,00 | 181,940 | |||||||||||
| preparing the financial statements | (Board Resolution 28 July 2016) |
85,000 | € 20,4588 | from May 2020 to December 2022 |
85,000,00 | 128,123 | |||||||||||
| (II) Total | 170,000 | 170,000 | 310,063 | ||||||||||||||
| Number 5 (a) |
Key Managers with Strategic Responsibilities |
||||||||||||||||
| (I) Compensation in the company | Stock Options Plan 2016-2022 |
355,000 | € 20,4588 | from May 2019 to December 2022 |
355,000 | 759,868 | |||||||||||
| preparing the financial statements | (Board Resolution 28 July 2016) |
355,000 | € 20,4588 | from May 2020 to December 2022 |
355,000 | 535,101 | |||||||||||
| (II) Total | 710,000 | 710,000 | 1,294,969 |
(a) In mid March 2018, a Key Manager mutually agreed with the Company to terminate the thirty-year employment relationship and was substituted by another employee in the Group. In the same period another Key Manager was substituted by another Group employee.
The Table below contains the monetary incentive plans awarded during the year ending 31 December 2018 to the Board of Directors and Key Managers with Strategic Responsibilities.
Table 3b: Monetary incentive plans for Members of the board of Directors, General Managers and other Key Managers with Strategic Responsibilities.
| (A) | (B) | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Bonus for the year | Bonus for previous years | Other Bonuses |
|||||||
| Name and surname | Office | Plan | (A) | (B) | (C) | (A) | (B) | (C) | |
| Payable / Paid |
Deferred | Deferment period |
No longer payable |
Payable / Paid |
Still Deferred (2019) |
||||
| Fabio de' Longhi | Vice Chairman, CEO and KMSR | ||||||||
| (I) Compensation in the company preparing the financial statements | 2018 MBO Plan relating to the CEO's term of office (BoD's award resolution on 1 March 2018 and BoD's maturation resolution on 14 March 2019) |
€ 114,075 | |||||||
| 2018 MBO Plan relating to employment relationship as KMSR (BoD's award resolution on 1 March 2018 and BoD's maturation resolution on 14 March 2019) |
€ 200,000 | ||||||||
| LTI Cash Plan 2015-2017 (BoD's award resolution on 11 November 2015 and BoD's maturation resolution on 1 March 2018) |
€ 716,800 | ||||||||
| LTI Cash Plan 2018-2020 (a) (BoD's award resolution on 31 July 2018) |
€ 153,600 | 2021 | |||||||
| (II) Compensation from subsidiaries and associates | |||||||||
| (III) Total | € 314,075 | € 153,600 | € 716,800 |
(a) variable component deferred and subject to the achievement of expressly predetermined performance objectives.
| (A) | (B) | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Bonus for the year | Bonus for previous years | Other Bonuses |
|||||||
| Name and surname | Office | Plan | (A) | (B) | (C) | (A) | (B) | (C) | |
| Payable / Paid |
Deferred | Deferment period |
No longer payable |
Payable / Paid | Still Deferred (2019) |
||||
| Silvia de' Longhi | Director and Key Manager with Strategic Responsibilities |
||||||||
| (I) Compensation in the company preparing the financial statements | |||||||||
| (II) Compensation from subsidiaries and associates | 2018 MBO Plan relating to employment relationship as KMSR (BoD's award resolution on 1 March 2018 and BoD's maturation resolution on 14 March 2019) |
€ 72,000 | |||||||
| LTI Cash Plan 2018-2020 (a) (BoD's award resolution on 31 July 2018) |
€ 115,200 | 2021 | |||||||
| (III) Total | € 72,000 | € 115,200 |
(a) Variable component deferred and subject to the achievement of expressly predetermined performance objectives
| (A) | (B) | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Bonus for the year | Bonus for previous years | Other Bonuses |
|||||||
| Name and surname | Office | Plan | (A) | (B) | (C) | (A) | (B) | (C) | |
| Payable / Paid | Deferred | Deferment period |
No longer payable | Payable / Paid | Still Deferred (2019) |
||||
| No. 5 Key Managers (b) | Key Managers with Strategic Responsibilities |
||||||||
| (I) Compensation in the company preparing the financial statements |
2018 MBO Plan relating to employment relationship as KMSR |
€ 404,400 | |||||||
| LTI Cash Plan 2015-2017 (BoD's award resolution on 11 November 2015 and BoD's maturation resolution on 1 March 2018) |
€ 582,400 | € 1,492,400 | |||||||
| LTI Cash Plan 2018-2020 (a) (BoD's award resolution on 31 July 2018) |
€ 762,420 | 2021 | |||||||
| (II) Compensation from subsidiaries and associates | 2018 MBO Plan relating to employment relationship as KMSR |
€ 30,900 | |||||||
| LTI Cash Plan 2015-2017 (BoD's award resolution on 11 November 2015 and BoD's maturation resolution on 1 March 2018) |
€ 457,313 | ||||||||
| (III) Total | € 435,300 | € 762,420 | € 582,400 | € 1,949,713 |
(a) variable component deferred and subject to the achievement of expressly predetermined performance objectives
(b) in mid March 2018, a Key Manager mutually agreed with the Company to terminate the thirty-year employment relationship and was substituted by another employee in the Group. In the same period another Key Manager was substituted by another Group employee.
The Table below shows the interests held during the period from 31 December 2017 to 31 December 2018 in De' Longhi S.p.A. and in the companies it controls as at 31 December 2018, by the Company's directors, statutory auditors and key managers with strategic responsibilities as well as by their spouses, unless legally separated, and minor children, whether directly or by means of subsidiaries, trust companies or via a third party, resulting from the Shareholders' Register, from the communications received and from other information acquired.
Table 1 – Annex 3A, Scheme 7-ter of the Issuers' Regulation Interests held by the members of the Board of Directors, Board of Statutory Auditors and the General Managers.
| Name and surname | Office | Investee company | Number of shares held at the end of the previous financial year |
Number of shares acquired |
Number of shares sold | Number of shares held at the end of the current financial year |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Giuseppe de' Longhi | Chairman of the Board of Directors | De'Longhi S.p.A. | 1,790,000 | 1,790,000 | ||||||
| Fabio de' Longhi | Vice Chairman, Chief Executive Officer and Key Manager with Strategic Responsibilities |
De'Longhi S.p.A. | 321,855 | (a) | 321,855 | (a) | ||||
| Giorgio Sandri | Director | De'Longhi S.p.A. | 20,750 | (b) | 20,750 | (b) | ||||
| Silvio Sartori | Director | De'Longhi S.p.A. | 14,500 | (c ) | 9,000 | (c ) | 9,500 | (c ) | 14,000 | (c ) |
Notes:
(a) of which 100,000 owned by spouse;
(b) of which 5,750 owned by spouse;
(c) owned by spouse.
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