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Diasorin Remuneration Information 2019
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Remuneration Information
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COMPENSATION REPORT OF DIASORIN S.p.A Reporting year 2018
(prepared pursuant to Article 123-ter of the Consolidated Law on Financial Intermediation and Article 84-quater of the Issuers' Regulations)
GLOSSARY
Board or Board of Directors: the Board of Directors of the Issuer.
Civil Code: the Italian Civil Code.
Code of Conduct: the Code of Conduct of listed companies approved in July 2018 by the Committee for Corporate Governance and promoted by Borsa Italiana S.p.A. The Code of Conduct is available at www.borsaitaliana.it, in the section "Borsa Italiana - Rules - Corporate Governance".
Compensation Report: the Compensation Report that company is required to prepare pursuant to Article 123-ter of the TUF.
DiaSorin, Issuer or Company: the company issuer of the shares to which the Report refers.
Group: The DiaSorin Group.
Issuers' Regulations: The Regulations issued by Consob with resolution no. 11971 of 14 May 1999 on issuers, as later amended.
LTI Plan: the four-year incentive plan for seven key executives of DiaSorin Group, including the Strategic Executives, envisaging a stock options plan used for retention (2018 Plan) and a cash bonus.
Related Parties Regulations: The Regulations issued by Consob with resolution no. 17221 of March 12, 2010 on related-party transactions, as later amended.
Reporting year: 2018 financial year to which this Compensation Report refers, as defined below.
Stock Exchange Regulations: the Regulations for Markets organized and managed by Borsa Italiana S.p.A.
TUF/ Testo Unico della Finanza - Consolidated Law on Financial Intermediation: Legislative Decree No.58 of February 24, 1998, as later amended.
2014 Plan: the "DiaSorin S.p.A. 2014 Stock Options Plan" approved by the ordinary Shareholders' Meeting on April 23, 2014.
2016 Plan: the "DiaSorin S.p.A. 2016 Stock Options Plan" approved by the ordinary Shareholders' Meeting on April 28, 2016.
2017 Plan: the "DiaSorin S.p.A. 2017 Stock Options Plan" approved by the ordinary Shareholders' Meeting on April 27, 2017.
2018 Plan: the "DiaSorin S.p.A. 2018 Stock Options Plan" approved by the ordinary Shareholders' Meeting on April 23, 2018.
This Compensation Report (the "Compensation Report" or the" Report") was prepared pursuant to article 123-ter of the TUF (Testo Unico Finanza "TUF") and article 84-quater Issuers' Regulation and was prepared in compliance with Attachment 3A, Schedules 7-bis and 7-ter of the same Regulations.
The Compensation Report comprises the following sections:
- Section I illustrates the policy adopted by DiaSorin S.p.A. (the "Company", "Issuer" or "DiaSorin") for the compensation of Directors and Executives with strategic responsibilities applicable with reference to at least the following financial year, and the procedures followed in the adoption and implementation of such policy;
- Section II, with regard to the compensation of Company Directors and Statutory Auditors and, in aggregate form, to the compensation of DiaSorin Executives with strategic responsibilities:
- (a) Provides an adequate representation of each components of the compensation, including payments on leaving office or termination of employment relationship;
- (b) Illustrates analytically compensation paid in the year for any reason or in any form by the Company and its subsidiaries, highlighting components of such compensation that relate to work carried out in previous years and showing also compensation to be paid in one or several subsequent years for activities carried out in the year, indicating where appropriate an estimate for components that may not be quantified in the year to which the report refers.
Section II also contains information relating to interests held in Company and its subsidiaries by members of corporate boards and other Executives with strategic responsibilities, as well as by their spouses (unless legally separated) and minor children, in compliance with article 84-quater, paragraph 4, of the Issuers' Regulations.
SECTION I
Compensation policy adopted by the Issuer and procedures applied.
DiaSorin's compensation policy illustrated in this Report is implemented with the support of the Compensation Committee and is based on the principles of meritocracy and fairness. Accordingly, the policy, methods and compensation tools adopted are clear, fair, easy to communicate and consistent with DiaSorin's organizational culture. Periodically, or in response to Company dynamics, the Group's compensation policy is benchmarked against the outside market, using comparative analysis.
DiaSorin's current compensation policy is structured by category. Specifically, a different compensation policy is used for members of the Board of Directors and Strategic Executives.
DiaSorin adopted a compensation policy for Strategic Executives that calls for incentives tied to the Company's profitability, together with management retention, and may include corporate incentive plans that entail stock option grants and/or other Long Term Incentive plans.
As provided by Related Parties Regulations and ratified in the DiaSorin Related Parties Transactions Procedure – available on the Company's website at www.diasoringroup.com, in the section "Governance/Governance Documents" – the approval of the Compensation Policy by the Shareholders' Meeting exonerates the Company from applying such procedure in resolutions of the Board of Directors regarding the remuneration of Directors and Strategic Executives, provided that these resolutions are consistent with the Compensation Policy.
Corporate bodies or individuals involved in the drafting and approval of the compensation policy, specifying the respective roles, corporate bodies and individuals responsible for the correct application of the policy
Main individuals and corporate bodies involved in the drafting and approval of the Compensation Policy are Board of Directors, the Compensation Committee and the Shareholders' Meeting.
Board of Directors
The Board of Directors:
- appoints among its members a Compensation Committee;
- defines the Remuneration Policy upon proposal of the Compensation Committee and approves the Report on Remuneration, pursuant to article 123-ter, TUF, and article 84 quater of the Issuers' Regulation;
- consistent with the Compensation Policy, it determines the remuneration of Directors holding particular proxies, after receiving the opinion of the Board of Statutory Auditors and upon proposal of the Remuneration Committee, within the total amount resolved by the Meeting pursuant to article 2389, comma 3, second paragraph of the Italian Civil Code, and article 21 of the By-laws;
- drafts possible stock option plans and share-based benefit plans for Directors, employees and associates, including Executive with strategic responsibilities, submits them to the approval of the Shareholders' Meeting pursuant to article 114-bis, TUF, and oversees their implementation.
Compensation Committee
The Issuer's Board of Directors, consistent with the provision of the Stock Exchange Regulations and the Corporate Governance Code, established an internal Compensation Committee comprised of non-executive Directors, the majority of whom are independent Directors. The Compensation Committee is responsible for:
- submitting to the Board of Directors proposals, concerning the compensation of the Chief Executive Officer and all other Directors who perform special tasks, and monitoring the proper implementation of approved resolutions;
- submitting to the Board of Directors general recommendations concerning the compensation of DiaSorin Group Executives with Strategic Responsibilities, taking into account the information and indications provided by the Chief Executive Officer, and assessing on a regular basis the criteria adopted to determine the compensation of the abovementioned executives.
The Compensation Committee will also be expected to participate in defining any future stock option plans or other Long Term Incentive plans that may be later approved by the Issuer's relevant corporate governance bodies.
The Compensation Committee submits proposals to the Board of Directors as to the remuneration of Executive Directors and of other Directors holding particular positions, Executive with strategic responsibilities in addition to the setting of performance objectives related to the possible variable component of remuneration, monitoring the application of decisions adopted by the Board and verifying in particular the actual achievement of performance objectives;
The Compensation Committee assesses periodically the adequacy, overall consistency and application of the Compensation Policy for Executive Directors and other Directors holding particular positions and Executives with strategic responsibilities.
Finally, the Compensation Committee exercises the powers and the functions described in the following Sections of this Report.
The Compensation Committee elected on April 28, 2016 is comprised of the following Directors: Giuseppe Alessandria (Independent Director) who serves as Chairman, Roberta Somati (Independent Director) and Michele Denegri (non-executive Director). Further details about members and functions of the Compensation Committee are provided in the "Report on Corporate Governance and the Company's Ownership Structure" pursuant to Article 123-bis TUF and yearly published by the Company on the website www.diasoringroup.com (Section "Governance/Governance Documents").
Shareholders' Meeting
With regard to remuneration, the Shareholders' Meeting:
- determines the overall compensation of the members of the Board of Directors and the Board of Statutory Auditors pursuant to article 2364, paragraph 1, n. 3, and where appropriate of article 2389, paragraph 3, of the Italian Civil Code, and of article 21 of the By-laws;
- votes to approve Section I of the Compensation Report drafted by the Board of Directors.
Compensation of the members of governance bodies
Pursuant to Article 16 of the Bylaws, Directors are entitled to be reimbursed for expenses incurred in connection with their office. In addition, they are provided with an annual compensation approved by the Ordinary Shareholders' Meeting that elects them. The Shareholders' Meeting may set a total amount as compensation for all of the Directors, except for those who have been delegated to perform operational functions, whose compensation is determined by the Board of Directors with the input of the Board of Statutory Auditor. Alternatively, the Shareholders' Meeting may exercise its right to set a total amount as compensation for all of the Directors, including those entrusted with special tasks.
The fee awarded by the Shareholders' Meeting to the Board of Directors for its term of office as a cumulative amount is allocated by the Board of Directors, based on the input of the relevant internal consultative bodies, taking into accounts the functions performed, the posts held and they key roles played by the Chairman and Deputy Chairman, and covers only the fixed compensation component for the different posts held during the term of office.
These amounts do not apply to any special tasks assigned pursuant to Article 2389, Section 2, of the Italian Civil Code.
The Deputy Chairman receives a specific compensation based on the position held. Please note that no compensation is provided for members of the Board of Directors who already receive compensation for their managerial employment relationship with the Issuer. The compensation of Independent Directors is the same for all them. Independent Directors who serve as Chairman of Nominating Committee, Control and Risks Committee, Compensation Committee and Committee for Transactions with Related Parties receive a further ad hoc compensation in addition to the Director compensation.
There is no variable bonus system or stock option plan for Director. Moreover, when a Director is also a Company executive, DiaSorin will pay no fee for serving on the Board of Directors and such post will be granted and accepted without compensation.
Compensation of General Managers and other Executives with strategic responsibilities
The compensation policy of the General Manager and Strategic Executives develops the "pay for performance" principle and it is aimed at achieving an optimum convergence of the value received by Executives and the market value with the interests of the Company and its Shareholders. This policy is based on an in-depth assessment performed by the Compensation Committee, based on a constant benchmarking analysis on the remuneration of Strategic Executive.
The gross annual compensation includes a fixed portion, based on the post held, the level of personal competencies and the assigned responsibilities, and an important variable portion (Variable Incentive or Target Bonus) tied to operating performance, which is a key objective in terms of the value creation task assigned to Strategic Executives.
The Target Bonus representing the variable portion of the annual compensation is paid in a lump sum, usually in March, after the Board of Directors has approved the actual operating results for the previous year, as certified and approved by the relevant corporate and auditing functions.
During the Reporting Year, following a market analysis concerning Long Term Incentive systems, a four-year plan ("LTI Plan") was implemented in favor of seven key executives of DiaSorin Group, including the Strategic Executives. The LTI Plan was adopted, consistently with the guiding principles of the Company's compensation policy (as described in this Section of the Report) defining incentive plans for the DiaSorin Group's key executives, with the aim of their retention, as well as rewarding the achievement of important medium/longterm business targets in accordance with the DiaSorin Group growth strategy.
The LTI Plan envisages a stock option plan used for retention (the 2018 Plan, as below described) and a target cash bonus (totaling Euro 7.000.000,00 gross) tied to the achievement of a specific objective, which is determined as the sum of the Group's EBIT for the years 2019-2020-2021-2022 in relation to the sum of the Group's target EBIT for each of said years.
In line with the Company policy concerning variable compensation of its Manager, the cash bonus may vary based on the level of achievement of the target objective, up to a maximum of + 30% and with a minimum access threshold set at 95% of the target objective. If at least 95% of the target objective is met, the Target Bonus is cut in half; below 95% of the target objective, the target bonus shall not be paid out and between 95% and 100% the target bonus shall be adjusted proportionally. Between 100% and 115% the target bonus is increased by twice the percentage corresponding to the growth in the target objective.
Upon achieving the target objective, the cash bonus shall be paid to each beneficiary by the end of April 2023, following the approval of the 2022 consolidated financial statements by the Board of Directors of the Company. The LTI Plan is governed by a specific regulation, which provides, among others, conditions for the loss of beneficiary status, similar to those of the stock option plans regulations, in cases of termination of employment relationship, which could lead to the loss of the right to the payment of the cash bonus or to receive a pro-rated target bonus.
As anticipated, Strategic Executives are beneficiaries of the Company's stock option plans, which are designed to retain these Executives and reward them based on the increase in the Company's value (in terms of value of DiaSorin stock price on the market), defining a vesting period for the options granted.
Currently available Stock Option Plans are: 2014 Plan, 2016 Plan, 2017 Plan and 2018 Plan, disclosed in Section II, Part III of this Report and in the Information Memoranda posted on the Company website www.diasoringroup.com (Section "Governance/Information for Shareholders/Stock Options Plans").
Exercise of options does not require the attainment of performance targets, therefore, no procedure is envisaged for the review of the plans in relation to possible variations in the basic target.
The principles steering the above described compensation policy for the Strategic Executives shall apply both to the Company and, if necessary, to similar key figures of major companies belonging to DiaSorin Group.
Benchmarking against the reference market for the compensation of the General Manager and Director with Executive Duties
In addition to the abovementioned principles of fairness and meritocracy, DiaSorin uses a market compensation analysis, with the aim of verifying the standing of its General Manager and Strategic Executives vis-à-vis a panel of other companies operating in the European market.
Lastly, the Company provided the General Manager and the Chief Commercial Officer with a stability commitment aimed at extending the protection available to Executives under the National Collective Bargaining Agreement for Executives in the event that, for reasons other than just cause, the employment relationship is terminated due to serious fault by the Company or objective hardship caused by major organizational changes, with or without change in the Company's reference shareholder (see Section II of this Report).
Procedure to manage the variable portion of the annual compensation of the General Manager and Strategic Executives
In 2018, the objective parameter used to determine the variable portion of the compensation (Target Bonus) of the General Manager and the Chief Commercial Officer, who serve also as Directors, as well as of the other Strategic Executives, was the EBIT amount in the budget approved by the Board of Directors.
The amount of the variable bonus for achieving 100% of budgeted EBIT is equal to 50% of the fixed portion of the annual compensation.
The variable bonus can vary based on how actual results diverge from the budget: up to a maximum of 30% for actual results that are equal to or exceed the EBIT budget target by 15% or more (the percentage increase of the bonus is directly related to EBIT-multiple two compared to any exceeding of target parameter).
If actual EBIT are lower than the budgeted target, the target bonus is cut in half if actual EBIT are equal to 95% of budgeted EBIT and is completely eliminated if the actual EBIT amount is less than 95% of budgeted EBIT.
For actual amounts that fall between 95% and 100% of budgeted EBIT, the target bonus is reduced proportionately.
The variable bonus is paid to the General Manager and Strategic Executives in a lump sum, also on the basis of the final results certified by the competent corporate and audit functions and approved by the Board of Directors.
The variable bonus paid to the General Manager and Strategic Executives is submitted to the Compensation Committee, which, annually, adjusts the EBIT result from (active or passive) extraordinary items, assuming the total amount of Euro 500,000.00 as significant threshold.
The procedure for the management of the variable portion of the annual compensation allows the Company and its subsidiaries to reclaim, in whole or in part, the variable components of the remuneration that was paid (or to hold deferred payments), as determined on the basis of data which subsequently proved to be manifestly misstated.
Revision of compensation of Directors who perform executive functions and Executives with Strategic Responsibilities as of January 2018
The Chairman of the Board of Directors and the Lead Independent Director, following the input of the Compensation Committee, adjusted the compensation of the General Manager as of January 2018 as follows:
Gross annual compensation: 882,000.00 Euros (+10% compared with the previous year); Target Bonus (Variable): 441,000.00 Euros (+10% compared with the previous year).
With regard to 2018, the ratio of the annual gross compensation of the General Manager and the average of the compensation of all other employees of the Issuer is 20.09; in 2017, this ratio was equal to 18.52.
Furthermore, again following the input of the Compensation Committee, competent corporate functions adjusted the compensation of the Chief Commercial Officer as of January 2018 as follows:
Gross annual compensation: 425,000.00 Euros (+10% compared with the previous year); Target Bonus (Variable): 212,500.00 Euros (+10% compared with the previous year).
With regard Executives with Strategic Responsibilities, competent corporate functions following the input of the Compensation Committee revised upwards the Gross Annual Compensation between 10% and 20%, always as of January 2018, with consequent adjustment of Target Bonus which accounts for 50% of the revised Gross Annual Compensation.
At the date of this Report no compensation adjustments for 2019 for the Strategic Executives have been made or planned.
Fringe benefits
Pursuant to the policy adopted by the Issuer for fringe benefits 1 , the award of such benefits to Strategic Executives, including the two Executives who serve on the Board of Directors, is consistent with the relevant Company procedure or the reference national collective bargaining agreement. Specifically, regarding the company car, the policy currently in effect at DiaSorin calls for the use of a company car of the "Direttori" class.
No insurance, retirement or pension benefits, other than those required pursuant to law, collective and supplementary agreements, are provided to any Strategic Executive.
Severance indemnity
The Remuneration Policy makes provision that payments made on leaving office or termination of the employment relationship are regulated under the existing contractual relations with Executive Directors and Executives with strategic responsibilities.
1 Excluding Stock Options.
SECTION II
With regard to the remuneration of Directors and Statutory Auditors, and, in aggregate form, to the compensation of managers with strategic responsibilities, the present Section:
- in the first part supplies an adequate representation of each components of the remuneration, including payments on leaving office or termination of employment relationship, highlighting the consistency of the same with the remuneration policy followed by the Company as approved in the previous year; amounts and composition of remunerations paid in the Reporting Year (2017) are in line with Compensation Policy adopted by the Company;
- in the second part illustrates analytically compensation paid in the Reporting Year (2017) for any reason and in any form by the Company and its subsidiaries, highlighting components of such compensation that relate to activities carried out in previous years and showing also compensation to be paid in one or several subsequent years for activities carried out in the year, indicating where appropriate an estimate for components that may not be quantified in the year to which the report refers.
- in the third part provides information on the grant of financial instruments to directors, executives and other employees of DiaSorin and its subsidiaries;
- in the fourth part indicates also (applying criteria established in Attachment 3A, Schedule 7 ter of the Issuers Regulations), investments held in the Company and its subsidiaries by members of the Company's boards, by its General Manager and by executives with strategic responsibilities, or by their spouses (unless legally separated) and minor children, either directly or through companies controlled by the same, through trust companies or fiduciaries, as resulting from the Shareholders Register, by communications received and other information acquired by the same components of the corporate boards, the General Manager and executive with strategic responsibilities.
It should be noted that following the approval of the consolidated financial statements related to the reporting year 2017, DiaSorin is no longer "a small size company" pursuant to Article 3, paragraph 1, lett. f) of the Related Parties Regulation.
Pursuant to Annex 3A, Scheme7-bis of the Issuers' Regulations, the Company supplies in aggregate form information on compensation received by executives with strategic responsibilities, other than the General Manager and Chief Executive Officer, since there are no Executives with strategic Responsibilities who have, during the year, received total compensation (obtained by adding the monetary compensation to the financial instrument -based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or management board, or to the General Manager.
As regards information on existing agreements providing for indemnities to be paid in case of early termination of office, again pursuant to Annex 3A, Scheme7-bis of the Issuers' Regulations, the Company provides, relevant information also as to Executive with Strategic responsibilities, other than the General Manager and the Chief Commercial Officer.
SECTION II - PART ONE ITEMS THAT MAKE UP REMUNERATION
The Board of Directors receives an annual fee for the length of its term of office, as approved by the Issuer's Shareholders' Meeting upon election, the latest having occurred on April 28, 2016, based on motions submitted by shareholders. In particular, the Meeting resolved to set the annual gross compensation for the Board of Directors at an amount not exceeding 1,200,000.00 euros giving mandate to the Board of Directors to assign individual compensations to individual directors.
The Board of Directors during the meeting held on April 28, 2016 assigned individual compensations from the total set by the Shareholders' Meeting, as follows:
-
to the Chairman of the Board of Directors: annual compensation of 400,000.00 euros;
-
to the Deputy Chairman of the Board of Directors: annual compensation of 150,000.00 euros;
-
to Non- executive directors: annual compensation of Euro 35,000.00 euros each.
Please note that no compensation is provided for members of the Board of Directors who already receive compensation for their managerial employment relationship with the Issuer. The parties in question include Carlo Rosa, the current Chief Executive Officer, who is compensated as General Manager of the Company, and Chen M. Even, the Chief Commercial Officer, who is an Executive Director.
The compensation of the Chairman of the Board of Statutory Auditors and the individual Statutory Auditors was determined by the Shareholders' Meeting of April 28, 2016. The Meeting attributed an annual compensation of 40,000 euros for the Chairman and an annual compensation of 30,000 euros for Statutory Auditors.
Compensation of the General Manager and Director with Executive Duties.
The compensation earned in 2018 by the General Manager, who also serves on the Company's Board of Directors, was as follows:
| AMOUNT EARNED IN 20176 | AMOUNT EARNED IN 20187 | ||
|---|---|---|---|
| GROSS ANNUAL | GROSS ANNUAL | ||
| COMPENSATION | 801,678.54 EUROS | COMPENSATION | |
| VARIABLE BONUS | 447,200.00 EUROS | VARIABLE BONUS | EUROS |
| TOTAL | 1,248,878.54 EUROS | TOTAL | EUROS 1,258,141.18 |
| AMOUNT EARNED IN 20176 | AMOUNT EARNED IN 20187 | ||||
|---|---|---|---|---|---|
| GROSS ANNUAL | GROSS ANNUAL | ||||
| COMPENSATION | 801,678.54 EUROS | COMPENSATION | EUROS 883,291.18 | ||
| VARIABLE BONUS | 447,200.00 EUROS | VARIABLE BONUS | 2 374,850.00 EUROS |
||
| TOTAL | 1,248,878.54 EUROS | TOTAL | EUROS 1,258,141.18 |
To complete the above, the L.T.I value (Long-Term Incentive) which is the value of the stock option plan, pursuant to 2018 Plan (as below described) and based on the March 2018 grant of 140,000 Stock Options, with a price of 76.2368 euros each, exercisable from January 2, 2023 and January 2, 2024 must be taken into account. The plan monetization is equal to 2,095,884 Euros, out of which 292,191 Euros pertaining to the Reporting Year.
2 Payment expected in March 2019 for the 2018 reporting year
The compensation earned in 2017 by the Chief Commercial Officer, who also serves on the Company's Board of Directors, was as follows:
| GROSS ANNUAL | 386,678.50 | ||
|---|---|---|---|
| COMPENSATION | EUROS | ||
| 215,215.00 | |||
| VARIABLE BONUS | EUROS | ||
| 601,893.50 | |||
| TOTAL | EUROS |
| AMOUNT EARNED IN 2016 | AMOUNT EARNED IN 2017 | ||||
|---|---|---|---|---|---|
| 386,678.50 | GROSS ANNUAL | ||||
| EUROS | COMPENSATION | 425,645.58 EUROS | |||
| 215,215.00 | VARIABLE BONUS | ||||
| EUROS | 180,625.00 EUROS3 | ||||
| 601,893.50 | 606,270.58 EUROS | ||||
| EUROS | TOTAL |
To complete the above, the L.T.I value (Long-Term Incentive) which is the value of the stock option plan, pursuant to 2018 Plan (as below described) and based on the March 2018 grant of 120,000 Stock Options, with a price of 76.2368 euros each, exercisable from January 2, 2023 and January 2, 2024 must be taken into account. The plan monetization is equal to 1,796,472 Euros, out of which 250,449 Euros pertaining to the Reporting Year.
The table below shows the amount of fringe benefits provided in 2018 to the General Manager and the Chief Commercial Officer:
| GENERAL MANAGER | CHIEF COMMERCIAL OFFICER | ||
|---|---|---|---|
| CAR FRINGE BENEFIT | 3,305.52 EUROS | CAR FRINGE BENEFIT | 3,453.96 EUROS |
| TOTAL | 3,305.52 EUROS | TOTAL | 3,453.96 EUROS |
No insurance, retirement or pension benefits, other than those required pursuant to law, collective and supplementary agreements, are provided to any Strategic Executive.
Severance indemnities
The Issuer executed agreements pursuant to Article 123-bis, Section 1, Letter i), of the TUF with (i) its General Manager, Carlo Rosa (who is a Company employee and serves also as its Chief Executive Officer), (ii) Chen M. Even, who serves as a Director and qualifies as an Executive with Strategic Responsibilities pursuant to Annex 1 of the Related Parties Regulations and (iii) Piergiorgio Pedron, who serves as Executive with Strategic Responsibilities pursuant to Annex 1 of the Related Parties Regulations and as Senior Corporate V.P. & Chief Financial Officer.
Specifically, these three above mentioned agreements provide for the payment of a predetermined termination benefit to the abovementioned Executives with Strategic Responsibilities.
The criteria for determining the benefit payable to Mr Carlo Rosa, in his capacity as General Manager, was defined by the Board of Directors, upon a recommendation by the Compensation Committee, as an amount variable between wages for 24 months, in the event of termination without cause by the Company of the employment contract executed in accordance with the applicable national collective bargaining agreement, and wages for up to
3 Payment expected in March 2019 for the 2018 reporting year.
36 months, in the event of a split in the post of General Manager from Chief Executive Officer, or a change in the Company's share capital ownership (as per Article 93 of the TUF), repeated violations of the employment contract by the Company or if the employment contract is terminated due a material change in the employee's job description, absent the consent of both parties.
For Mr Chen M. Even the benefit of wages for 24 months will be due in the event of Mr. Even's resignation or firing without cause, in the event of repeated violations of the employment contract by the Company or a material change in the employee's job description, absent the consent of both parties, or if the employment contract is terminated in the event of a change in the Company's reference shareholders, pursuant to Article 93 of the TUF.
For Mr Piergiorgio Pedron the benefit of wages for 24 months will be due, except for just cause of termination, in case of termination of the employment contract in the event a change in the Company's reference shareholders, pursuant to Article 93 of the TUF.
***
As required by Article 84-quarter of the Issuers' Regulations and consistent with the requirements of Schedule 7-bis of Annex 3A to the abovementioned Regulations, the tables that follow list the compensation paid in the 2017 reporting year to members of Company's corporate governance bodies and General Manager, and the aggregate amount of the compensation of Executives with Strategic Responsibilities.
SECTION II - PART TWO - COMPENSATION PAID TO DIRECTORS, STATUTORY AUDITORS AND TOP MANAGEMENT IN THE YEAR
| Table 1 | |
|---|---|
| Compensation of the Board of Directors |
| First and last name |
Post held | Length of term of office |
Expiration of term of office |
Fixed compen |
Compensation for | Non-equity variable compensation |
Other | Total | Fair value of | End of service or termination of |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| sation (Euros) |
serving on Committees (Euros) |
Bonus and other incentives |
Profit sharing2 |
Fringe benefits | compen sation |
(Euros) | equity compen sation |
employment indemnity |
||||
| Gustavo Denegri |
Chairman | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
400,000 | - | - | - | - | - | 400,000 | - | - |
| Carlo Rosa1 | Chief Executive Officer |
01/01/2018 31/12/2018 |
Approval 2018 financial statements |
- | - | - | - | - | - | - | - | - |
| Michele Denegri |
Deputy Chairman | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
150,000 | - | - | - | - | - | 150,000 | - | - |
| Even1 Chen M, |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
- | - | - | - | - | - | - | - | - |
| Enrico Mario Amo |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Franco Moscetti3 |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | 20,000 | - | - | - | - | 55,000 | - | - |
| Giuseppe Alessandria4 |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | 20,000 | - | - | - | - | 55,000 | - | - |
| Stefano Altara | Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Roberta Somati | Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Giancarlo Boschetti |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Francesca Pasinelli |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Monica Tardivo | Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Tullia Todros | Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Vittorio Squarotti |
Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
| Fiorella Altruda | Director | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
35,000 | - | - | - | - | - | 35,000 | - | - |
All of the items in this table refer to compensation provided by the company that prepares the financial statements
1 Receives compensation exclusively as a Company Executive. No compensation is provided for service on the Board of Directors.
2No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends.
3 Chairman of Control and Risks Committee and Chairman of the Committee for with Transactions Related Party receiving a compensation equal to 10,000.00 for the posts held.
4 Chairman of the Compensation Committee and Chairman of the Nominating Committee receiving a compensation equal to 10,000.00 for the posts held
Compensation of the Board of Statutory Auditors
| First and last name |
Post held | Length of term of office |
Expiration of term of office |
Fixed compen sation (Euros) |
Compensation for serving on Committees (Euros) |
Non-equity variable compensation |
Other | Fair value of | End of service or | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives |
Profit sharing2 |
Fringe benefits | compen sation |
Total (Euros) |
equity compen sation |
termination of employment indemnity |
||||||
| Monica Mannino |
Chairman | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
40,000 | - | - | - | - | - | 40,000 | - | - |
| Roberto Bracchetti |
Statutory Auditor | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
30,000 | - | - | - | - | 15,0001 | 45,000 | - | - |
| Ottavia Alfano | Statutory Auditor | 01/01/2018 31/12/2018 |
Approval 2018 financial statements |
30,000 | - | - | - | - | - | 30,000 | - | - |
| All of the items in this table refer to compensation provided by the company that prepares the financial statements |
1 Compensation received as Chairman of the Supervisory Body.
Compensation of General Managers and Executives with Strategic Responsibilities *
| First and last name |
Post held | Length of term of office |
Expiration of term of office |
Fixed compen sation (Euros) |
Compensation for serving on Committees (Euros) |
Non-equity variable compensation |
Other | Fair value of | End of service or | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonus and other incentives4 |
Profit sharing** |
Fringe benefits2 |
compen sation |
Total (Euros) |
equity compen sation |
termination of employment 3 indemnity |
||||||
| Carlo Rosa | General Manager | 2018 reporting year |
- | € 883,291.18 |
- | € 374,850.00 | - | € 3,305.52 | - | € 1,261,446.7 | € 292,191 | € 3,982,790.10 |
| Chen M. Even | Strategic Executive |
2018 reporting year |
- | € 425,645.58 |
- | € 180,625.00 | - | € 3,453.96 | - | € 609,724.54 |
€ 250,449 | € 1,283,199.08 |
| Other Executives |
- | 2018 reporting year |
- | € 638,800.24 |
- | € 271,490.00 | - | € 6,572.28 | - | € 916,862.52 | € 482,860 | € 906,831.78 |
All of the items in this table refer to compensation provided by the company that prepares the financial statements
* In addition to Mr. Rosa and Mr. Even, Strategic Executives include Mr. Ronchi and Mr. Pedron; the compensation of these last two is shown as an aggregate amount under "Other Strategic Executives"). ** No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends.
1 Fixed compensation for work performed as an employee, including social security contributions and taxes payable by employees, but excluding collective social security contributions payable by the Company and the addition to the provision for severance benefits. The fixed compensation includes the gross annual compensation, without bonus, actually disbursed as of December 31, 2018 (therefore, if a Strategic Executive is hired or appointed during the year, the amount actually disbursed is shown, i.e., the amount from that date of hire or appointment plus the one-month year-end bonus).
2 It is the value of the fringe benefits (consistent with a taxable amount approach). Consequently, fringe benefits refer to the Company car benefit. 3It is an indemnity for termination of the employment relationship paid if certain conditions are met (Stability Agreement). The table above shows the gross amounts provided under the "stability agreement" executed with Messrs Rosa and Even and Pedron.
These amounts should be viewed as hypothetical payments for 2018 reporting year and that would be due if the employment relationship with either Mr Rosa, Mr Even or Mr. Pedron should be terminated unilaterally by the Company or if either executive should resign.
These amounts have been calculated on the basis of gross annual compensation used to compute the provisions for severance benefits (fixed compensation), hypothesis of 2018 Bonus payment (Bonus and other incentives) and fringe benefits, as previously shown. Specifically, the indemnity hypotheses used were 36 months of the gross annual compensation used to compute the provisions for severance benefits for Mr Rosa and 24 months of the gross annual compensation used to compute the provisions for severance benefits for Mr Even and Mr. Pedron. These amounts could be subject to change, as they refer to the risk of economic exposure in the reference year (here 2018).
4 Compensation amounts that vested, but were not disbursed, during the year for targets achieved during the year under monetary incentive plans. The amounts shown above refer to the hypothetical disbursement of bonuses (gross amounts) in March 2019 for the 2018 reporting year, which is when the bonuses accrued. In 2018, if the cost is computed on a cash basis instead of an accrual basis, the following bonuses were paid for targets achieved in 2017: C. Rosa: 447,200 euros; C. Even 215,215 euros; Other executives: 290,286 euros (the Other Executive cluster includes: Mr Ronchi and Mr Pedron).
*** *** ***
SECTION II – PART THREE
INFORMATION ABOUT AWARDS OF FINANCIAL INSTRUMENTS TO DIRECTORS, EXECUTIVES AND OTHER EMPLOYEES OF DIASORIN S.P.A. AND ITS SUBSIDIARIES
DiaSorin S.p.A. 2014 Stock Option Plan
1. Plan beneficiaries
Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations, including Carlo Rosa (Chief Executive Officer and General Manager), Chen M. Even (Director and Strategic Executive), Pier Luigi De Angelis, Piergiorgio Pedron, and Francesco Colotta, who serve as Strategic Executives, and other key employees of DiaSorin S.p.A. and its subsidiaries ("Beneficiary/ies")
2. Characteristics of the financial instruments
The 2014 Plan is a stock option plan.
By resolution adopted on August 1, 2014 the Board of Directors approved the options to be awarded to the Chief Executive Officer Mr. Carlo Rosa, and to Director Mr. Chen M. Even, who serve also as General Manager and Senior Corporate Vice President Commercial Operations (now Chief Commercial Officer) of the Company. During the resolution above, the Chief Executive Officer Mr Carlo Rosa and Director Mr. Chen M. Even abstained from voting since they are listed as 2014 Plan Beneficiaries.
The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries as follows:
| Tranche | First and last name |
Post held | Resolution date |
Options awarded |
Exercise price |
Market price of the shares at the grant date |
Exercise period |
|---|---|---|---|---|---|---|---|
| Carlo Rosa | General Manager |
80,000 | |||||
| I | Chen M. Even |
Strategic Executive |
60,000 | € 30.7396 | € 29.50 | 8.2.2017- 8.2.2018 |
|
| Other strategic executives | 8.1.2014 | 159,098* | |||||
| Other key employees | 359,845* | ||||||
| II | Other key employees | 11.14.2014 | 5,000 | € 29.670 | € 31.20 | 11.14.2017- 11.14.2018 |
|
| III | Other key employees | 12.18.2014 | * 0 |
€ 32.940 | € 33.40 | 12.18.2017- 12.18.2018 |
|
| IV | Other key employees | 7.30.2015 | 10,000 | € 41.43 | € 41.56 | 07.30.2018- 07.30.2019 |
|
| V | Other key employees | 3.9.2016 | 5,000* | € 46.864 | € 46.21 | 03.11.2019- 03.11.2020 |
|
| Other strategic executives | 20,000 | € | 05.10.2019- | ||||
| VI | Other key employees | 5.9.2016 | * 14,188 |
51.29183 | € 52.50 | 05.10.2020 | |
| VII | Other key employees | 11.10.2016 | 5,000 | € 56.19814 |
€ 50.75 | 11.10.2019- 11.10.2020 |
|
| VIII | Other key employees | 3.8.2017 | * 0 |
€ 58.34958 |
€ 58.80 | 3.9.2020- 3.9.2021 |
* Net of options lapsed for Bad Leaving and Good Leaving hypothesis pursuant to 2014 Plan.
The Company will not provide financing or other facilities to help Beneficiaries acquire shares through subscription.
If a Beneficiary's employment relationship is ended, the following rules shall apply:
- i) If the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company from any obligation or liability toward the Beneficiary;
- ii) If the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment relationship after the date of award as against the length of time running between the date of award and the initial exercise date4 . Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.
The overall cost of the 2014 Plan, equal to 152,172.00 for the Reporting year, was recognized in the income statement as part of labor costs and general and administrative expenses, with the offsetting entries posted to shareholder's equity.
*** *** ***
DiaSorin S.p.A. 2016 Stock Option Plan
1. Plan beneficiaries
Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations and other key employees of DiaSorin S.p.A. and its subsidiaries ("Beneficiary/ies")
2. Characteristics of the financial instruments
The 2016 Plan is a stock option plan.
The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries.
| Tranche | First and last name |
Post held | Resolution date |
Options awarded |
Exercise price |
Market price of the shares at the grant date |
Exercise period |
|---|---|---|---|---|---|---|---|
| I | Other key employees | 5.15.2016 | 46,218* | € 52.5431 | € 52.25 | 5.16.2019- 5.16.2022 |
|
| II | Other key employees | 8.4.2016 | 20,000 | € 56.3108 | € 57.80 | 8.5.2019- 8.5.2022 |
|
| III | Other key employees | 12.19.2016 | 25,000* | € 51.83923 |
€ 53.65 | 12.20.2019- 12.20.2022 |
|
| IV | Other key employees | 8.3.2017 | 40,000 | € 69.6334 | € 73.05 | 8.4.2020- 8.4.2023 |
|
| V | Other key employees | 7.3.2018 | 25,000 | € 70.0517 | € 68.85 | 8.3.2021- 8.3.2024 |
|
| VI | Other key employees | 7.11.2018 | 20,000 | € 82.4239 | € 79.57 | 8.11.2021- 811.2024 |
* Net of options lapsed for Bad Leaving and Good Leaving hypothesis pursuant to 2016 Plan.
The Company will not provide financing or other facilities to help Beneficiaries acquire shares through subscription.
4 For reason of clarity the following example is provided: if the Good Leaver hypothesis occurs after 12 months from the grant date and the initial exercise date is 36 months of the grant date, the Beneficiary will have the right to exercise a third of the options granted.
If a Beneficiary's employment relationship is ended, the following rules shall apply:
- (i) If the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company from any obligation or liability toward the Beneficiary;
- (ii) If the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment after the date of award as against the length of time running between the date of award and the initial exercise date. Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.
The overall cost of the 2016 Plan, equal to Euros 551,189.00 for the Reporting year, was recognized in the income statement as part of labor costs and general and administrative expenses, with the offsetting entries posted to shareholder's equity.
*** *** ***
DiaSorin S.p.A. 2017 Stock Option Plan
1. Plan beneficiaries
Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations and other key employees of DiaSorin S.p.A. and its subsidiaries (the "Beneficiaries").
2. Characteristics of the financial instruments
The 2017 Plan is a stock option plan.
The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries.
| Tranche | First and last name |
Post held | Resolution date |
Options awarded |
Exercise price |
Market price of the shares at the grant date |
Exercise period |
|---|---|---|---|---|---|---|---|
| I | Other key employees | 11.9.2017 | 170,000 | € 78.4724 | € 72.05 | 11.10.2020- 11.10.2021 |
|
| II | Other key employees | 7.3.2018 | 10,000 | € 70.0517 | € 68.85 | 8.3.2021- 8.3.2022 |
|
| III | Other key employees | 8.5.2018 | 40,000 | € 76.2368 | € 76.35 | 10.5.2021- 10.5.2022 |
|
| IV | Other key employees | 7.11.2018 | 15,000 | € 82.4239 | € 79.57 | 8.11.2021- 8.11.2022 |
The Company will not provide financing or other facilities to help Beneficiaries acquire shares through subscription.
If a Beneficiary's employment relationship is ended, the following rules shall apply:
- (i) If the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company from any obligation or liability toward the Beneficiary;
- (ii) If the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment after the
date of award as against the length of time running between the date of award and the initial exercise. Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.
The overall cost of the 2017 Plan, equal to Euro 650.361,00 for the Reporting year, was recognized in the income statement as part of labor costs and general and administrative expenses, with the offsetting entries posted to shareholder's equity.
*** *** ***
DiaSorin S.p.A. 2018 Stock Option Plan
2. Plan beneficiaries
Top executives who perform the management functions referred to in Annex 1 of the Related Parties Regulations, including Mr Carlo Rosa, Managing Director and General Manager, Chen M. Even (Director and Strategic Executive), Mr Piergiorgio Pedron and Mr Stefano Ronchi, Strategic Executives, as well as other key employees of DiaSorin S.p.A. and its subsidiaries (the "Beneficiaries").
2. Characteristics of the financial instruments
The 2018 Plan is a stock option plan.
By resolution adopted on May 8, 2018, the Board of Directors approved the options to be awarded to the Chief Executive Officer Mr Carlo Rosa, and to Director Mr Chen M. Even, who serves as General Manager and Chief Commercial Officer of the Company. During the resolution above, the Chief Executive Officer Mr Carlo Rosa and Director Mr Chen M. Even abstained from voting since they are listed as 2018 Plan Beneficiaries
The Board of Directors approved the award following tranches of Options to be awarded to the Beneficiaries.
| Tranche | First and last name |
Post held | Resolution date |
Options awarded |
Exercise price |
Market price of the shares at the grant date |
Exercise period |
|---|---|---|---|---|---|---|---|
| I | Carlo Rosa | General Manager |
140.000 | € 76,2368 | € 76,35 | 2.1.2023- 2.1.2024 |
|
| Chen Even | Strategic Executive |
8.5.2018 | 120.000 | ||||
| Other Strategic Executives | 200.000 | ||||||
| Other Executives | 215.000 |
The Company will not provide financing or other facilities to help Beneficiaries acquire shares through subscription.
If a Beneficiary's employment relationship is ended, the following rules shall apply:
- (i) If the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing the Company from any obligation or liability toward the Beneficiary;
- (ii) If the employment relationship is ended before the options are exercised as a result of a Good Leaver situation, the Beneficiary (or, in the case of death, his/her successors) shall retain the right to exercise his/her awarded options proportionately to the length of his/her employment after the date of award as against the length of time running between the date of award and the initial
exercise. Options that may not be exercised shall become void automatically, thereby releasing the Company from any obligation or liability.
The overall cost of the 2018 Plan, equal to Euro 1,408,777.00 for the Reporting year, was recognized in the income statement as part of labor costs and general and administrative expenses, with the offsetting entries posted to shareholder's equity.
*** *** ***
For additional information about stock option plans benefiting member of the Board of Directors, General Managers, Executives with Strategic Responsibilities and other executives and employees of DiaSorin S.p.A. and its subsidiaries, pursuant to Article 84 bis of Issuers' Regulation, as amended, please consult the relevant documents, which are available on the company website www.diasoringroup.com Section "Governance/Information for Shareholders/Stock Options Plans".
| Options held at the beginning of the year | Options assigned during the year | Options exercised during the year | Options expire in 2017 *** |
Options held at the end of 2017 |
Options vested in 2017 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First and last name |
Post held | Plan | Number of options |
Exercise price |
Potential exercise period (from-to) |
Number of options |
Exercise price |
Potential exercise period (from-to) |
Fair value on grant date |
Grant date | Market value of underlying shares on the grant date* |
Number of options |
Exercise price |
Market price of underlying shares on the exercise date ** |
Number of options |
Number of options |
Fair value (€) |
| Carlo Rosa |
General Manager |
Plan 2018 |
--- | --- | --- | 140.000 | € 76,2368 |
02/01/2023- 02/01/2024 |
0 | 08/05/2018 | € 76,35 | --- | --- | --- | --- | 140.000 | 292.191 |
| Chen Even |
Strategic Executive |
Plan 2018 |
--- | --- | --- | 120.000 | € 76,2368 |
02/01/2023- 02/01/2024 |
0 | 08/05/2018 | € 76,35 | --- | --- | --- | --- | 120.000 | 250.449 |
| Other Strategic Executives1 |
Plan 2014 (1) |
20.000 | € 51,29183 |
10/05/2019- 10/05/2020 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 20.000 | 65.444 | |
| Other Executives | Plan 2018 (2) |
--- | --- | --- | 200.000 | € 76,2368 |
02/01/2023- 02/01/2024 |
0 | 08/05/2018 | € 76,35 | --- | --- | --- | --- | 200.000 | 417.416 | |
| 22.850 | € 30,7396 | 02/08/2017- 02/08/2018 |
--- | --- | --- | --- | --- | 22.850 | € 30,7396 | € 79,53 | --- | --- | 0 | ||||
| 10.000 | € 41,43 | 30/07/2018- 30/07/2019 |
--- | --- | --- | --- | --- | --- | 10.000 | € 41,43 | € 90,69 | --- | --- | 14.804 | |||
| Plan 2014 |
5.000 | € 46,864 | 11/03/2019- 11/03/2020 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 5.000 | 13.450 | ||
| (9) | 14.188 | € 51,29183 |
10/05/2019- 10/05/2020 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 14.188 | 46.426 | ||
| 5.000 | € 56,19814 |
10/11/2019- 10/11/2020 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 5.000 | 12.048 | |||
| 46.218 | € 52,5431 | 16/05/2019- 16/05/2022 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 46.218 | 144.511 | |||
| Plan 2016 (18) |
20.000 | € 56,3108 | 05/08/2019- 05/08/2022 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 20.000 | 72.460 | ||
| Other Executives | 40.000 | € 51,83923 |
20/12/2019- 20/12/2022 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | 15.000 | 25.000 | 32.973 | ||
| 40.000 | € 69,6334 | 04/08/2020- 04/08/2023 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 40.000 | 194.517 | |||
| --- | --- | --- | 25.000 | € 70,0517 |
08/3/2021- 08/03/2024 |
0 | 07/03/2018 | € 68,85 | --- | --- | --- | --- | 25.000 | 90.636 | |||
| --- | --- | --- | 20.000 | € 82,4239 |
08/11/2021- 08/11/2024 |
0 | 07/11/2018 | € 79,57 | --- | --- | --- | --- | 20.000 | 16.092 | |||
| 170.000 | € 78,4724 | 10/11/2020- 10/11/2021 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 170.000 | 497.746 | |||
| Plan 2017 |
--- | --- | --- | 10.000 | € 70,0517 |
08/03/2021- 08/03/2022 |
0 | 07/03/2018 | € 68,85 | --- | --- | --- | --- | 10.000 | 30.327 | ||
| (19) | --- | --- | --- | 40.000 | € 76,2368 |
10/05/2021- 10/05/2022 |
0 | 08/05/2018 | € 76,35 | --- | --- | --- | --- | 40.000 | 111.745 | ||
| --- | --- | --- | 15.000 | 82,4239 | 08/11/2021- 08/11/2022 |
0 | 07/11/2018 | € 79,57 | --- | --- | --- | --- | 15.000 | 10.543 | |||
| Other Executives | Plan 2018 (3) |
--- | --- | --- | 215.000 | € 76,2368 |
02/01/2023- 02/01/2024 |
0 | 08/05/2018 | € 76,35 | --- | --- | --- | --- | 215.000 | 448.722 | |
| Compensation at the company preparing the financial statements |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Compensation from subsidiaries and affiliates |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Total | 393.256 | --- | --- | 785.000 | --- | --- | --- | --- | --- | 32.850 | --- | --- | 15.000 | 1.130.406 | 2.762.500 |
TABLE 2: Stock options awarded to members of the Board of Directors, General Managers and Executives with strategic responsibilities
* Last official closing price at the grant date
** Weighted average of official closing prices at each exercise date
*** Options not exercised or lapsed for Bad Leaving and Good Leaving hypothesis pursuant to the Stock option Plan
TABLE 3 B
Cash incentive plans benefiting members of the Board of Directors, General Managers and Executives with Strategic Responsibilities
| A | B | (1) | (3) | |||||
|---|---|---|---|---|---|---|---|---|
| First and last name |
Post held | Bonus for the year * | Bonuses for previous years | Other bonuses |
||||
| Payable/paid5 | Deferr ed |
Deferral period |
No longer payable |
Payable/ Paid |
Still Deferred |
|||
| Carlo Rosa | General Manager |
€ 374,850.00 | - | - | - | - | - | - |
| Chen M. Even | Director, Strategic Executive |
€ 180,625.00 | - | - | - | - | - | - |
| Other Strategic Executives |
Strategic executives6 |
€ 271,490.00 | - | - | - | - | - | - |
| Total | € 826,965.00 | - | - | - | - | - | - |
* All compensations listed will be disbursed by the company preparing the financial statements. No compensation is due by subsidiaries or affiliated companies.
Note: Please note that the table above reflects all types of cash incentive plans, including both short-term and medium/long-term plans.
5 Payment hypothesis at March 2019 for 2018 targets.
6 The aggregate amount refers to the following Strategic Executives: Mr. Ronchi and Mr. Pedron.
SECTION II – PART FOUR
INTERESTS HELD BY MEMBERS OF THE BOARD OF DIRECTORS, THE BOARD OF STATUTORY AUDITORS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES
Schedule 7–ter
Schedule with information about the equity interests held by members of corporate governance bodies, General Managers and Executives with Strategic Responsibilities
| FIRST AND LAST NAME |
INVESTEE COMPANY |
NUMBER OF SHARES HELD AT 31/12/2017 |
NUMBER OF SHARES BOUGHT IN 2018 |
NUMBER OF SHARES SOLD IN 2018 |
NUMBER OF SHARES HELD AT 31/12/2018 |
|---|---|---|---|---|---|
| Gustavo Denegri |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Carlo Rosa | DiaSorin S.p.A. | 4.729.214 | 0 | 0 | 4.729.214 |
| Michele Denegri |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Chen M. Even |
DiaSorin S.p.A. | 2.400.000 | 0 | 0 | 2.400.000 |
| Giancarlo Boschetti** |
DiaSorin S.p.A. | 10.000 | 0 | 0 | 10.000 |
| Enrico Mario Amo |
DiaSorin S.p.A. | 11.000 | 0 | 0 | 11.000 |
| Franco Moscetti |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Giuseppe Alessandria** |
DiaSorin S.p.A. | 6.800 | 700 | 0 | 7.500 |
| Stefano Altara |
DiaSorin S.p.A | 0 | 0 | 0 | 0 |
| Roberta Somati |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Francesca Pasinelli |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Monica Tardivo |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Tullia Todros | DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Vittorio Squarotti |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Fiorella Altruda |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
Members of the Board of Directors as of April 28, 2016* Interests held in the Issuer, DiaSorin S.p.A.
* Except Director Fiorella Altruda was coopetd by a Board resolution on December 19, 2016 and appointed by the Shareholders' Meeting on April 27, 2017 ** Including shares held by spouse.
Other Interests held in the DiaSorin Group's companies
| FIRST AND LAST NAME |
INVESTEE COMPANY |
NUMBER OF SHARES HELD AT 31/12/2017 |
NUMBER OF SHARES BOUGHT IN 2018 |
NUMBER OF SHARES SOLD IN 2018 |
NUMBER OF SHARES HELD AT 31/12/2018 |
|---|---|---|---|---|---|
| Carlo Rosa | DiaSorin Ltda (Brazil) |
1 | 0 | 1 | 0 |
| DiaSorin SA (France) |
1 | 0 | 0 | 1 | |
| DiaSorin Mexico SA de CV (Mexico) |
1 | 0 | 0 | 1 | |
| Chen M. Even | DiaSorin SA/NV (Belgium) |
1 | 0 | 0 | 1 |
| DiaSorin Iberia SA (Spain) |
1 | 0 | 0 | 1 |
Members of the Board of Statutory Auditors in Office since April 28, 2016 Interest held in the Issuer DiaSorin S.p.A.
| FIRST AND LAST NAME |
INVESTEE COMPANY |
NUMBER OF SHARES HELD AT 31/12/2017 |
NUMBER OF SHARES BOUGHT IN 2018 |
NUMBER OF SHARES SOLD IN 2018 |
NUMBER OF SHARES HELD AT 31/12/2018 |
|---|---|---|---|---|---|
| Monica Mannino |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Roberto Bracchetti |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Ottavia Alfano | DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Maria Carla Bottini |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
| Salvatore Marco Fiorenza |
DiaSorin S.p.A. | 0 | 0 | 0 | 0 |
Executives with Strategic Responsibilities
| FIRST AND LAST NAME |
INVESTEE COMPANY |
NUMBER OF SHARES HELD AT 31/12/2017 |
NUMBER OF SHARES BOUGHT IN 2018 |
NUMBER OF SHARES SOLD IN 2018 |
NUMBER OF SHARES HELD AT 31/12/2018 |
|---|---|---|---|---|---|
| Dirigenti con responsabilità strategiche * |
DiaSorin S.p.A. | 2,500 | 0 | 0 | 2,500 |
* The table refers to the aggregating category of significant Company parties, as per Annex 1 of the Related Parties Regulations, in 2017. Transactions executed by Messrs Rosa and Even are not included because they are shown in the table for members of the Board of Directors, even though they qualify as executives with strategic responsibilities.