Remuneration Information • Mar 18, 2016
Remuneration Information
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Prepa with A ared in accord rticle 84-qua dance with A ater of the Lis Article 123-te sting Rules a 1999 and s er of Legislat adopted by C subsequent a ive Decree n Consob with amendments no. 58 of 24 F Resolution no February 199 o. 11971 of 98 and 14 May
This do Remune ocument cont erazione". tains a true translation in English o of the docum ment in Itali ian "Relazion ne sulla
However Italian. r, for informa ation about Fie era Milano ref ference should d be made excl lusively to the original docu ument in
The Itali ian version of the "Relazione e sulla Remune erazione" shal ll prevail upon the English ve ersion.
1 14 March 201 16
Fie era Milano S SpA
Ope Com rational and a mpanies Regist Registered administrative Sha ter, Tax code d office: Piazza headquarters are capital: Eu and VAT no. ale Carlo Magn : Strada Stata uro 42,445,14 13194800150 no, 1 - 20149 ale del Sempio 1.00 fully paid – Economic A Milan, Italy ne, 28 - 2001 d up Administrative 7 Rho (Milan) Register 1623 Italy 3812
The present Report on Remuneration (the "Report") has been prepared pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and Article 84-quater of the Listing Rules adopted by Consob with resolution no. 11971 of 14 May 1999 and subsequent amendments.
The Report on Remuneration is made up of two sections.
Section One of the Report on Remuneration describes and illustrates:
Section Two:
The Remuneration Policy adopted by the Company conforms to the recommendations of Article 6 of the Self-regulatory Code of July 2014 and applies to members of the Company Board of Directors and Executives with Strategic Responsibilities and of the subsidiary companies (the "Group").
The present Report has been deposited at the registered office and the operational and administrative offices of the Company, as well as at Borsa Italiana S.p.A, and is available on the Company website, www.fieramilano.it1 .
1 www.fieramilano.it/en/report‐remuneration
The Remuneration Policy is prepared annually by the Remuneration Committee and presented to the Board of Directors of the Company for its approval. Once it has been examined and approved, the Board of Directors puts it to a non-binding vote of the Shareholders' Meeting in accordance with Article 123-ter of the Consolidated Finance Act.
The Remuneration Committee also submits the application criteria of the Policy for the approval of the Board of Directors and oversees their implementation.
The Policy, prepared by the Remuneration Committee, was approved by the Board of Directors at its meeting on 14 March 2016 and will be put to a non-binding vote at the Ordinary Shareholders' Meeting convened just once on 28 April 2016.
The Board of Directors set up a Remuneration Committee within the Board of Directors for consultation, advice and recommendations. Specifically, the Remuneration Committee does the following:
Should the Remuneration Committee choose to use the services of a consultant to obtain information on market practice on remuneration policies, it chooses the consultant having first verified that the circumstances of the consultant can in no way compromise the independence of his/her opinion.
At the date of the present report, the members of the Remuneration Committee are:
The Company has not used any independent expert to prepare its Remuneration Policy.
(d) Principles and Aims of the Remuneration Policy
The corporate governance model of the Company employs clear and stringent rules to ensure adequate control of the remuneration policies in keeping with the criteria established by the Board of Directors and with the requirements of transparency, impartiality and objectivity.
Drawing up the Policy was a clear and transparent process in which the Remuneration Committee and the Board of Directors of the Company played central roles.
The Board of Directors, on the recommendation of the Remuneration Committee, approves the criteria for implementing the Remuneration Policy. The Policy defines the principles and guidelines used by the Board of Directors to determine the remuneration of:
The Remuneration Policy of the Company aims to:
align the interests of Management with those of the shareholders pursuing the principal aim of sustainable value creation over the medium/long-term by creating strong links between remuneration and individual and Group performance;
reward merit in individuals thereby adequately recognising their contribution to the Company.
In addition to these aims, when preparing the Policy other guidelines were taken into consideration, such as the difficult macro-economic environment and the consolidation phase of the recovery.
The Remuneration Policy described in the present Report incorporates the matters disclosed in advance at the Shareholders' Meeting of 29 April 2015 regarding the medium/long-term plans and the proposal made to the Shareholders' Meeting to authorise the Board of Directors, with the support of the Remuneration Committee, to implement a medium/long-term incentive plan based on financial securities during the 2016 financial year.
As regards the policies on fixed and variable components of remuneration, the Company makes a distinction between Executive Directors and Non-executive Directors.
The remuneration of Non-executive Directors with no specific responsibilities (including independent Directors) is composed of a fixed amount set by the Shareholders' Meeting. Non-executive Directors are also reimbursed for business expenses sustained.
Best practice and Article 6 of the Self-Regulatory Code both recommend that these Directors receive no remuneration related to the achievement of key performance objectives by the Company nor are they recipients of remuneration plans using financial securities.
Executive Directors not only receive the remuneration approved by shareholders at Shareholders' Meetings but also benefit from individual compensation plans. When appointed to specific posts or subsequently charged with certain responsibilities, or at a later date, the Board of Directors establishes the total remuneration to be paid to Executive Directors or to Directors with specific roles. On the basis of the total proposal, the Board of Directors, having consulted the Board of Statutory Auditors, decides - in accordance with Article 2389, third paragraph, of the Italian Civil Code – the fixed component of the remuneration of the Chairman and the Chief Executive Officer.
In line with the above, the individual remuneration of the Chairman has no variable component.
The remuneration package of the Chief Executive Officer is composed as follows: (i) a gross annual fixed sum made up of payment for the position of Chief Executive Officer and payment as an employee for the position of Director of the Company; and (ii) a short-term variable cash bonus paid to him for his role as an executive of the Company, receipt of which is dependent on the achievement of pre-established annual objectives – with consolidated gross operating profit and EBIT (earnings before interest and tax) having an equal weighting in the calculation of the bonus – strictly linked to the objectives of the budget, (iii) a medium/long-term variable component based on financial securities that will start from 2017.
The Remuneration Committee verifies annually that the Group key performance objectives have been met for the previous financial year and on this basis formulates its recommendations to the Board of Directors. The Board of Directors, having consulted the Board of Statutory Auditors, decides the variable components of the remuneration paid to Executive Directors.
The medium/long-term incentive plan is structured as a stock option plan and uses shares made available for the plan that are treasury shares belonging to the Group.
Under the plan, which because of its characteristics must be approved by the Shareholders' Meeting, options will be granted free of charge to beneficiaries; the options are non-transferable and each one gives the right to purchase one (1) share under the terms and conditions of the Rules governing the plan at a price equal to the exercise price.
Under the Plan, the options will be granted in three tranches:
Under the Plan each tranche will have (i) a vesting period of three years, (ii) a further period of one year during which the beneficiary can exercise the Option (the Exercise Period).
The option rights will be attributed to the Beneficiaries when certain conditions have been verified: the consolidated gross operating profit in each of the 2016, 2017, and 2018 financial years has reached those in the 2016-2019 Industrial Plan approved by the Board of Directors on 10 February 2016 and that the relationship between the beneficiary and the Company has continued during the intervening period.
The Plan will expire on 31 May 2023 or when the last beneficiary has exercised his/her rights to shares.
The Shareholders' Meeting will be asked not only to approve the Plan but also to give the Board of Directors any powers necessary or appropriate for implementing the Plan, in particular (for example) the power (i) to approve the Rules and modify and/or amend them, (ii) identify the beneficiaries, (iii) determine the exercise price of the options, (iv) determine the number of options to be granted to each beneficiary, (v) grant the options to the beneficiary, (vii) ensure the preparation and/or finalisation of any document necessary or appropriate for the Plan or carry out any action, fulfil any obligation or formality and make any communication considered necessary or appropriate to manage and/or implement the Plan, and give the Board of Directors discretion to delegate its powers, roles and responsibilities for the execution and implementation of the Plan.
Details of the Plan are available on the Company website.
The weightings of the fixed and variable components of the individual remuneration plan of the Chief Executive Officer have been established using the following criteria:
(a) the fixed component does not exceed 75% of the expected total annual remuneration;
(b) the annual variable incentive, based on the degree to which the pre-established objectives have been achieved or surpassed, does not represent more than 25% of the total annual fixed remuneration.
Furthermore, on the proposal of the Remuneration Committee, the Board of Directors can award extraordinary bonuses to Executive Directors linked to the success of operations deemed to be of particular value in strategic terms for the Company and the Group.
A fixed remuneration, which is set by the Board of Directors, is given to members of committees. Each member of a committee is entitled to be reimbursed for business expenses.
(e.3) Executives with Strategic Responsibilities
The principles and criteria described above for Executive Directors are also applicable to the remuneration of Executives with Strategic Responsibilities in order to attract, incentivise and retain highly qualified managers with a remuneration package that is competitive in the marketplace and that rewards the managerial merit of those involved and their contribution to the Company and to Group growth. The remuneration of Executives with Strategic Responsibilities is divided into a fixed component and a variable component and is aimed at creating sustainable value over the medium/long-term and guaranteeing a direct link between the remuneration itself and the specific objectives of the Company and of the Group.
The remuneration of Executives with Strategic Responsibilities currently consists of the following components: (i) a gross annual fixed sum; (ii) an annual variable short-term cash component recognised on the achievement of pre-established key performance objectives (management by objectives, "MBO" defined by a specific policy); (iii) from 2017, a medium/long-term variable component based on financial securities.
The fixed component of the remuneration is determined so as to ensure sufficient remuneration even when the variable components are not paid because the preestablished key performance objectives have not been achieved.
The short-term variable component allows the performance of the beneficiary to be valued annually. The targets of management by objectives (MBO) for Executives with Strategic Responsibilities and for other executives reporting directly to the Chief Executive Officer are set by the Chief Executive Officer in line with Company policies.
Payment of the short-term variable component is dependent on the subject reaching the activation criteria (on/off access conditions) and is linked to a quantitative parameter of annual profitability, the consolidated gross operating profit.
The Group sets a maximum ceiling to incentives payable if the targets are exceeded. In particular, the maximum MBO payable to Executives with Strategic Responsibilities and to other executives may not exceed 54% of the fixed gross annual remuneration.
Specifically, when determining the remuneration of Executives with Strategic Responsibilities, as with Executive Directors, the following criteria are followed:
(a) the fixed component does not exceed 75% of the expected total annual remuneration;
(b) the annual variable incentive, based on the degree to which the pre-established objectives have been met or surpassed, does not represent more than 25% of the expected total annual remuneration and, as already stated, may not exceed 50% of the fixed gross annual remuneration.
Assuming the medium/long-term incentive plan is approved by the Shareholders' Meeting, the variable component of remuneration based on financial securities will have a medium/long-term horizon in order to: focus the attention of the key officers of the Company on attaining the strategic objectives; increase the loyalty of the beneficiaries and align their remuneration to the creation of shareholder value in the medium/long-term. In accordance with the aims of the Plan, the granting of rights will be equally divided between time-based and performance-based rights.
Under the Plan, options will be granted free of charge to Beneficiaries; the options are non-transferable and each one gives the right to purchase one (1) Share under the terms and conditions of the Rules governing the plan at a price equal to the exercise price.
Under the Plan, the options will be granted in three tranches:
Under the plan each tranche will have (i) a vesting period of three years, (ii) a further period of one year during which the beneficiary can exercise the option (the Exercise Period).
The option rights will be attributed to the beneficiaries when certain conditions have been verified: the consolidated gross operating profit in each of the 2016, 2017, and 2018 financial years has reached those in the 2016-2019 Industrial Plan approved by the Board of Directors on 10 February 2016 and that the relationship between the beneficiary and the Company has continued during the intervening period.
The Plan will expire on 31 May 2023 or when the last beneficiary has exercised his/her rights to Shares.
Details of the Stock Option Plan are available on the Company website.
The above being stated, if the employment position/mandate is ended early and/or by the Company for justifiable reasons the right to the short and medium-term variable components of remuneration will lapse.
Lastly, in addition to the MBO plans, the Chief Executive Officer may in exceptional circumstances award one-off bonuses to executives for the completion of specific operations deemed to be exceptional in strategic terms and for their effects on the results of the Company and/or the Group and on the attainment of specific performance objectives.
Other Group executives and the marketing personnel will be subject to an evaluation of their performances, based on MBO plans, in line with Company policy. The performance objectives are established annually by their senior managers together with the Director of Organisation and Human Resources and may include, in addition to the results of the Company and/or Group, performance objectives linked to the economic and/or qualitative performance of the unit or business area to which they belong.
The Company gives non-cash benefits to directors in line with market best practice and reimburses their business expenses. They are also insured for the responsibilities they cover, save in criminal cases or for serious negligence and for accidents whether relating to professional activities or not, in accordance with the provisions relating to the mandate.
Please refer to paragraph (e) above.
Please refer to paragraph (e) above and to the section on remuneration plans based on financial securities on the Company website.
The Company has a risk management policy. Detailed information on this policy is given in the section "Risk factors affecting Fiera Milano Group" that is part of the Board of Directors' Management Report in the annual Financial Statements.
With regard to claw-back mechanisms, it should be noted that the variable remuneration is based on MBO plans which are not very complex and the underlying reference parameters cannot easily be manipulated by any single executive who is a beneficiary of the MBO plan.
Moreover, the remuneration Policy provides for claw-back mechanisms to be activated that request the return of the variable components of remuneration already distributed; or to withhold variable remuneration that is deferred if it was received on the basis of information that was subsequently found to be manifestly incorrect; or to request the return of all the incentives relating to a given financial year (or years) where it is found that the data used for the results that triggered the right to the incentives have been fraudulently altered, and/or that there have been intentional and serious breaches of the law and/or rules, of the Code of Ethics or the company rules that have relevance to or repercussions for the employment relationship, affect the underlying relationship, but without prejudice to any action permitted under the rules regarding the protection of the Company interests.
In the Remuneration Policy, the deferment mechanisms of the incentive plan based on financial securities under Article 114-bis of the Consolidated Finance Act are in line with the best practice of comparable markets and can involve vesting periods for the rights.
The Remuneration Policy includes no deferred payment system for the monetary components.
Please refer to paragraph (h).
(l) Compensation in cases of resignation, dismissal or termination of employment
With the exception of the Chief Executive Officer of the Company, the Company does not agree contracts for Directors, Executives with Strategic Responsibilities and other executives that govern in advance the financial aspects of an earlier than expected termination of employment whether it be instigated by the Company or an individual (good leaver or bad leaver clauses).
In cases of termination of employment by the Group for reasons other than just cause, the standard procedure is to seek to reach a consensual agreement on the termination of employment. Subject to the legal and/or contractual requirements, agreements for termination of employment with the Group use the relevant reference benchmarks and adhere to the legal conditions and procedures of the country in which the contract was agreed.
When the administrative role of the Chief Executive Officer of the Company terminates he will receive compensation for the termination of his mandate in accordance with Article 17, paragraph 1, letter c) of the T.U.I.R. (Income tax consolidation) no. 917/1986; this is similar to the employee severance indemnity (TFR) under Article 2120 of the Italian Civil Code, which is recognised in law to Italian Group executives and which includes the contributions payable by the employer that would have been payable to insurance companies or pension funds for executive employee contracts; it is equal to one-twelfth for each year worked of the total emoluments received over the period of employment.
If, at the end of his mandate the Shareholders' Meeting reappoints the Chief Executive Officer as an executive but the Board of Directors of the Company does not give him the role of Chief Executive Officer, he is entitled to his employment as an executive remaining in force unless termination of this employment is also requested by the Company. Should this occur, the Company will pay a figure of Euro 400,000 gross for each of three annual periods as a redundancy incentive.
In line with best practice, Directors are insured for the responsibilities they cover, save in criminal cases or for serious negligence and for accidents whether relating to professional activities or not, in accordance with the provisions relating to the mandate. The Group executives, in addition to the obligatory policies, also have supplementary health insurance policies and travel insurance.
Please refer to paragraph (e) above.
The remuneration policy of the Company is not based on that of any other company. The subsidiaries apply the policies of the Company.
The Ordinary Shareholders' Meeting of 29 April 2015 approved the fixed remuneration of the Directors in line with market rates, while ensuring that determination of the special remuneration of Directors given specific roles should remain the competence of the Board of Directors in accordance with Article 17.7 of the Company Articles of Association.
At the Board meeting of 29 April 2015, the Board of Directors approved the remuneration of members of both the Control and Risk Committee and the Remuneration Committee. The Board of Directors also examined the recommendations of the Remuneration Committee, on which the Board of Statutory Auditors had given a favourable opinion pursuant to Article 2389, paragraph 3 of the Italian Civil Code, regarding the remuneration of the Chief Executive Officer and of the other Directors with specific roles – the Chairman and the Vice Chairmen of the Company.
Non-executive Directors also receive an attendance fee for each Board meeting
The payments approved are unchanged on the payments made to the previous Board of Directors.
The Board of Directors are divided between:
During the meeting of the Board of Directors of 29 April 2015 at which the new members of the Board took up their appointments, the Chairman of the Board of Directors, Roberto Rettani, in addition to legal representation and other duties under the law and the Company Articles of Association, was, in conjunction with the Chief Executive Officer, assigned the following functions:
(vi) to give responsibility for oversight of the internal audit to the Chairperson of the Board of Directors.
The Chairperson, Mr Roberto Rettani, receives an annual fixed remuneration of Euro 90,000 for the responsibilities given him and a fixed remuneration of Euro 107,000 for his role as Chairman.
The Director, Mr Attilio Fontana - appointed Deputy Vice Chairperson at the Board of Directors meeting of 29 April 2015 - receives an annual fixed remuneration of Euro 65,000 for the responsibilities carried out in addition to fixed remuneration of Euro 35,000.
The Director, Ms Licia Ronzulli – appointed Deputy Chairperson at the Board of Directors meeting of 29 April 2015 - receives an annual fixed remuneration of Euro 65,000 for the responsibilities carried out in addition to fixed remuneration of Euro 35,000.
The Chief Executive Officer, Mr Corrado Peraboni – appointed at the Board of Directors meeting of 29 April 2015 – was invested with all ordinary and extraordinary management powers except those that are the exclusive responsibility of the entire Board of Directors acting as a whole under Articles 17.1 and 17.2 of the Company Articles of Association.
The Chief Executive Officer receives an annual fixed remuneration of Euro 80,000 for his role as Chief Executive Officer in addition to the fixed remuneration of Euro 35,000 paid to him as a Director.
When the administrative role of the Chief Executive Officer of the Company terminates he will receive compensation for the termination of his mandate in accordance with Article 17, paragraph 1, letter c) of the T.U.I.R. (Income tax consolidation) no. 917/1986 that is similar to the employee severance indemnity (TFR – Trattamento Fine Rapporto) under Article 2120 of the Italian Civil Code; this is recognised in law to Italian Group executives and includes the contributions payable by the employer that would have been payable to insurance companies or pension funds for executive employee contracts and is equal to one-twelfth for each year worked of the total emoluments received over the period of employment.
If, at the end of his mandate, the Shareholders' Meeting reappoints the Chief Executive Officer as an executive but the Board of Directors of the Company does not give him the role of Chief Executive Officer, he is entitled to his employment as an executive remaining in force unless termination of this employment is also requested by the Company. Should this occur, the Company will pay a figure of Euro 400,000 gross for each of three annual periods as a redundancy incentive.
The Directors without specific roles are:
Renato Borghi
Pier Andrea Chevallard
The remuneration recognised to Directors without specific roles and committee members is:
In line with best practice, Directors without specific roles have no variable component in their remuneration.
Directors are reimbursed for business expenses and have an insurance policy in line with existing market practice save in criminal cases or for serious negligence or for accidents whether relating to professional activities or otherwise.
The members of the Board of Statutory Auditors are:
The remuneration is as follows:
When the Board of Directors was reappointed on 29 April 2015, the Central Director of Administration, Finance and Tax, also given his position as the Manager Responsible for preparing the Company Accounts, was identified as a Strategic Executive:
In addition to the annual gross remuneration (and the variable component linked to the MBO plan), the Central Director of Administration, Finance and Tax, also given his position as the Manager Responsible for preparing the Company Accounts, receives an amount equal to 20% of the annual gross remuneration pro rata temporis for the period that he holds this office.
He also receives other benefits that are typically paid to Group executives under normal market practice.
In 2015, Executives received no variable remuneration as under the Remuneration Policy approved by the Shareholders' Meeting on 29 April 2015 the objective for consolidated EBIT that would have triggered the variable distribution (MBO) was not achieved.
Due to the particularly strong results achieved in the 2015 financial year, ahead of forecasts, the Chief Executive Officer, as part of his powers, decided to pay a gross extraordinary bonus of Euro 7,850 to all the Executives.
The remuneration of the Executives with Strategic Responsibilities of the Group is shown in the tables attached to the present Report.
The following table gives the remuneration of the members of the current Board of Directors and of the previous Board of Directors. It also shows the remuneration of those executives identified as strategic by the previous Board of Directors up until 29 April 2015 and those that were strategic directors at 31 December 2015.
| (euro ) |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full n ame |
Posit ion |
Perio d of posit ion |
Expir y dat e of intme nt appo |
Fixed ation rem uner |
Remu nerat ion a s an Empl oyee |
ndan ce fe Atte e |
Remu nerat ion fo r bersh ip of mem ittee comm s |
Bonu s and othe r incen tives |
cash bene fits Non- |
Othe r |
l Tota |
Inde mniti id at es pa the e nd o f the intme nt or appo on empl nt oyme n (TF R) term inatio |
| Robe rto R ettan i |
Chair perso n |
29/0 4 - 3 1/12 |
Aprile 201 8 |
392 132, |
- | 0 3,85 |
- | - | - | - | 136, 242 |
|
| Remu ion fr he co parin g the finan cial s nerat om t tatem ents mpan y pre |
132, 392 |
- | 0 3,85 |
- | - | - | - | 136, 242 |
||||
| Remu ion fr ubsid iaries and iates nerat om s assoc |
- | |||||||||||
| Corra do P erabo ni |
Chief Exe cutiv e Off icer |
29/0 4 - 3 1/12 |
Aprile 201 8 |
85 77,2 |
407 234, |
0 4,55 |
00 40,0 |
25 10,3 |
- | 366, 567 |
22,7 81 |
|
| ion fr he co finan cial s |
Direc tor |
29/0 4 - 3 1/12 |
Aprile 201 8 |
- | ||||||||
| parin g the Remu nerat om t tatem ents mpan y pre |
77,2 85 |
234, 407 |
0 4,55 |
- | 00 40,0 |
25 10,3 |
- | 567 366, |
22,7 81 |
|||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Attili o Fon tana |
Direc tor |
01/0 1/12 1 - 3 |
Aprile 201 8 |
00 35,0 |
8,05 0 |
43,0 50 |
||||||
| Depu ty Vi ce C hairp erson |
01/0 1/12 1 - 3 |
Aprile 201 8 |
65,0 00 |
65,0 00 |
||||||||
| Mem ber o f the Rem ation Com mitte uner e |
01/0 1 - 3 1/12 |
Aprile 201 8 |
00 22,5 |
- | 22,5 00 |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
122, 500 |
- | 0 8,05 |
- | - | - | - | 550 130, |
- | |||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Licia Ronz ulli |
Direc tor |
29/0 4 - 3 1/12 |
Aprile 201 8 |
42 23,6 |
- | 4,55 0 |
28,1 92 |
|||||
| Vice Chair perso n |
29/0 4 - 3 1/12 |
Aprile 201 8 |
43,3 33 |
43,3 33 |
||||||||
| Mem ber o f the Rem ation Com mitte uner e |
29/0 4 - 3 1/12 |
Aprile 201 8 |
15,0 00 |
15,0 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
81,9 75 |
- | 0 4,55 |
- | - | - | - | 86,5 25 |
||||
| Remu ion fr ubsid iaries and iates nerat om s assoc |
- | |||||||||||
| Bigio Joyc e Vic toria |
Direc tor |
29/0 4 - 3 1/12 |
Aprile 201 8 |
42 23,6 |
4,55 0 |
28,1 92 |
||||||
| Mem ber o f Con trol a nd R isk Co mmit tee |
29/0 4 - 3 1/12 |
Aprile 201 8 |
15,0 00 |
15,0 00 |
||||||||
| Remu ion fr he co parin g the finan cial s nerat om t tatem ents mpan y pre |
38,6 42 |
- | 0 4,55 |
- | - | - | - | 43,1 92 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| rghi Rena to Bo |
Direc tor |
01/0 1/12 1 - 3 |
Aprile 201 8 |
00 35,0 |
8,40 0 |
43,4 00 |
||||||
| ber o f Con trol a nd R isk Co mmit Mem tee Vice Chair |
01/0 1/12 1 - 3 01/0 9/04 1 - 2 |
Aprile 201 8 201 8 |
00 22,5 |
- | 22,5 00 |
|||||||
| Remu nerat ion fr om t he co finan cial s tatem ents |
perso n |
Aprile | 21,3 17 78,8 17 |
0 8,40 |
21,3 17 87,2 17 |
|||||||
| parin g the mpan y pre |
- | - | - | - | - | |||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Pier A ndre a Che vallar d |
Direc tor |
01/0 1 - 3 1/12 |
Aprile 201 8 |
00 35,0 |
8,05 0 |
43,0 50 |
||||||
| Mem ber o f the Sup erviso ry Bo dy |
01/0 1 - 3 1/12 |
Aprile 201 8 |
22,5 00 |
22,5 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
01/0 1 - 3 1/12 |
Aprile 201 8 |
00 57,5 |
- | 0 8,05 |
- | - | - | - | 65,5 50 |
||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
10,0 00 |
10,0 00 |
||||||||||
| Rome o Ro biglio |
Direc tor |
01/0 1 - 3 1/12 |
Aprile 201 8 |
00 35,0 |
8,75 0 |
43,7 50 |
||||||
| Mem ber o f the Rem ation Com mitte uner e |
01/0 1 - 3 1/12 |
Aprile 201 8 |
22,5 00 |
22,5 00 |
||||||||
| Remu ion fr he co parin g the finan cial s nerat om t tatem ents mpan y pre |
01/0 1 - 3 1/12 |
Aprile 201 8 |
00 57,5 |
- | 0 8,75 |
- | - | - | - | 66,2 50 |
||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
10,0 00 |
10,0 00 |
||||||||||
| Vince atrizia Ruti gliano nza P |
Direc tor |
29/0 1/12 4 - 3 |
Aprile 201 8 |
42 23,6 |
4,20 0 |
27,8 42 |
||||||
| Mem ber o f Con trol a nd R isk Co mmit tee |
29/0 1/12 4 - 3 |
Aprile 201 8 |
15,0 00 |
15,0 00 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
38,6 42 |
- | 0 4,20 |
- | - | - | - | 42,8 42 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- |
Table 1 - Remuneration paid to members of the administration and control bodies, and executives with strategic responsibilities.
| Full n ame |
Posit ion |
Perio d of posit ion |
Expir y dat e of intme nt appo |
Fixed ation rem uner |
Remu nerat ion a s an Empl oyee |
Atte ndan ce fe e |
Remu nerat ion fo r bersh ip of mem ittee comm s |
Bonu s and othe r incen tives |
Non- cash bene fits |
Othe r |
Tota l |
Inde mniti id at es pa the e nd o f the intme nt or appo on empl nt oyme term inatio n (TF R) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Boar d of dire ctor sed in th riod unde iew s cea e pe r rev |
||||||||||||
| Miche le Pe rini |
Chair perso n |
01/0 1 - 2 9/04 |
Aprile 201 5 |
87 64,4 |
- | 0 3,85 |
- | 00 40,0 |
- | - | 108, 337 |
|
| Mem ber o f the Sup erviso ry Bo dy |
01/0 1 - 2 9/04 |
Aprile 201 5 |
7,50 0 |
0 - 7,50 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
71,9 87 |
- | 0 3,85 |
- | 00 40,0 |
- | - | 115, 837 |
||||
| Remu ion fr ubsid iaries and iates nerat om s assoc |
- | |||||||||||
| Enric o Paz zali |
Chief Exe cutiv e Off icer |
01/0 1 - 2 9/04 |
Aprile 201 5 |
07 26,6 |
509 118, |
0 4,20 |
3 5,16 |
0 1,46 1,34 |
9 1,61 5,81 |
25,7 33 |
||
| Remu ion fr he co finan cial s nerat om t tatem ents |
Direc tor |
01/0 1 - 2 9/04 |
Aprile 201 5 |
11,3 58 65 |
0 | 3 | 0 | 11,3 58 7 |
||||
| parin g the mpan y pre |
37,9 | 118, 509 |
4,20 | - | - | 5,16 | 1,46 1,34 |
1,62 7,17 |
25,7 33 |
|||
| Remu ion fr ubsid iaries and iates nerat om s assoc |
||||||||||||
| - | ||||||||||||
| Robe rto B aitier i |
Direc tor |
01/0 1 - 2 9/04 |
Aprile 201 5 |
58 11,3 |
0 4,20 |
00 40,0 |
58 55,5 |
|||||
| ber o f Con trol a nd R isk Co mmit Mem tee |
01/0 9/04 1 - 2 |
Aprile 201 5 |
7,50 0 |
7,50 0 |
||||||||
| ion fr he co parin g the finan cial s Remu nerat om t tatem ents mpan y pre |
18,8 58 |
- | 0 4,20 |
- | 00 40,0 |
- | - | 63,0 58 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
12,1 67 |
12,1 67 |
||||||||||
| David e Cro ff |
Direc tor |
01/0 9/04 1 - 2 |
Aprile 201 5 |
58 11,3 |
3,15 0 |
14,5 08 |
||||||
| Mem ber o f Con trol a nd R isk Co mmit tee |
01/0 9/04 1 - 2 |
Aprile 201 5 |
7,50 0 |
7,50 0 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
18,8 58 |
- | 0 3,15 |
- | - | - | - | 22,0 08 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
- | |||||||||||
| Gianp ietro Oma ti |
Direc tor |
01/0 1 - 2 9/04 |
Aprile 201 5 |
58 11,3 |
- | 0 3,85 |
- | - | - | 15,2 08 |
||
| Mem ber o f the Rem ation Com mitte uner e |
01/0 1 - 2 9/04 |
Aprile 201 5 |
7,50 0 |
7,50 0 |
||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
18,8 58 |
- | 0 3,85 |
- | - | - | - | 22,7 08 |
||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
12,1 67 |
- | 12,1 67 |
|||||||||
| Fede rica N olli |
Chair n of the B oard of St atuto ry Au ditor perso s |
29/0 1/12 4 - 3 |
Aprile 201 8 |
25,3 23 |
25,3 23 |
|||||||
| Mem ber o f the Sup erviso ry Bo dy |
15,0 00 |
15,0 00 |
||||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
40,3 23 |
- | - | - | - | - | - | 40,3 23 |
||||
| - | ||||||||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
4,48 0 |
4,48 0 |
||||||||||
| Anto nio G uasto ni |
Statu Audi tor |
29/0 1/12 4 - 3 |
Aprile 201 8 |
16,8 01 |
16,8 01 |
|||||||
| tory | - | |||||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents |
16,8 01 |
16,8 01 |
||||||||||
| mpan y pre |
- | - | - | - | - | - | - | |||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
2,98 6 |
2,98 6 |
||||||||||
| Carm ine P allino |
Statu tory Audi tor |
29/0 1/12 4 - 3 |
Aprile 201 8 |
16,8 01 |
16,8 01 |
|||||||
| - | ||||||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
16,8 01 |
- | - | - | - | - | - | 16,8 01 |
||||
| - | ||||||||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
5,12 5 |
5,12 5 |
| Full n ame |
Posit ion |
Perio d of posit ion |
Expir y dat e of intme nt appo |
Fixed ation rem uner |
Remu ion a nerat s an Empl oyee |
Atte ndan ce fe e |
Remu ion fo nerat r bersh ip of mem ittee comm s |
Bonu s and othe r incen tives |
Non- cash bene fits |
Othe r |
Tota l |
Inde mniti id at es pa the e nd o f the intme nt or appo on empl nt oyme inatio n (TF R) term |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Boar d of Sta ry A udit d in the perio d un der revie tuto ors c ease w |
||||||||||||
| Stefa no M io ercor |
Chair n of the B oard of St ry Au ditor atuto perso s |
01/0 9/04 1 - 2 |
Aprile 201 5 |
12,2 26 |
12,2 26 - |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
12,2 26 |
- | - | - | - | - | - | 12,2 26 |
||||
| - | ||||||||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
9,88 0 |
9,88 0 |
||||||||||
| Alfre do M ariott i |
Statu Audi tory tor |
01/0 9/04 1 - 2 |
Aprile 201 5 |
8,19 9 |
8,19 9 |
|||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
8,19 | 9 - |
- | - | - | - | - | - 8,19 9 |
||||
| - | ||||||||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
6,50 1 |
6,50 1 |
||||||||||
| Dami ano Z azzer on |
Statu Audi tory tor |
01/0 1 - 2 9/04 |
Aprile 201 5 |
8,15 0 |
8,15 0 - |
|||||||
| ion fr he co parin g the finan cial s Remu nerat om t tatem ents mpan y pre |
8,15 | 0 - |
- | - | - | - | - | 8,15 0 |
||||
| - | ||||||||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
6,58 7 |
6,58 7 |
||||||||||
| utive s wi th S gic R nsib ilitie sed in th riod Exec trate espo s cea e pe |
unde iew r rev |
|||||||||||
| utive s wit h Str ic Re sibilit ies Exec ateg spon |
No. 1 3 |
01/0 9/04 1 - 2 |
-- | 51 91,0 |
668 687, |
00 50,0 |
88 27,4 |
- 207 856, |
22,4 45 |
|||
| ------ | - | - | - | - | ||||||||
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
No. 3 | 327 - 229, |
- | 00 11,0 |
327 240, |
11,9 49 |
||||||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
No. 10 |
51 91,0 |
341 458, |
00 50,0 |
88 16,4 |
880 615, |
10,4 96 |
|||||
| - | ||||||||||||
| Exec utive s wit h Str ateg ic Re sibilit ies spon |
No. 1 | 01/0 1/12 1 - 3 |
------ -- |
3 9,18 |
785 164, |
- | - | 0 7,85 |
88 15,4 |
- | 306 197, |
12,2 16 |
| Remu nerat ion fr om t he co parin g the finan cial s tatem ents mpan y pre |
No. 1 |
164, 785 |
- | - | 0 7,85 |
88 15,4 |
- | 123 188, |
12,2 16 |
|||
| Remu nerat ion fr ubsid iaries and iates om s assoc |
9,18 3 |
9,18 3 |
Table 3B – Cash incentive plans for members of the administrative bodies and for other executives with strategic responsibilities.
(euro) Full name Position Plan Payable/ Deferred Period of No longer Payable/ Still Other Paid Deferment payable Paid Deferred bonuses Corrado Peraboni Chief Executive Officer in charge M BO - 2015 40,000 Enrico Pazzali Chief Executive Officer ceased M BO - 2015 0 0R emuneratio n fro m the co mpany preparing the financial statements 40,000 Remuneration from subsidiaries 0 0 R emuneratio n fro m the co mpany preparing the financial statements 7,850 80,000 Executives with strategic responsibilities in charge No. 1 Bonus 2015 7,850 40,000 Executives with strategic responsibilities ceased No. 3 0 40,000 Remuneration from subsidiaries 0 48,060 Executives with strategic responsibilities in charge No. 1 Bonus 2015 0 0 Executives with strategic responsibilities ceased No. 3 48,060 Executives with strategic respo nsibilities N o .14 7,850 128,060 Executives with strategic responsibilities in charge No. 1 Bonus 2015 7,850 40,000 Executives with strategic responsibilities ceased No. 3 88,060 Bonus for theyear Bonuses from prior years
Form no. 7–ter: Information on the shareholdings of members of the administrative bodies and of other executives with strategic responsibilities.
| Full name | Position | Investee | No. of shares | No. of shares | No. of shares | No. of shares |
|---|---|---|---|---|---|---|
| company | held | purchased | sold | held | ||
| at 31.12.2014 | at 31.12.2015 | |||||
| Directors** | ||||||
| Roberto Rettani*** | Chairperson | Fiera Milano SpA | - | - | - | - |
| Corrado Peraboni | Chief Executive Officer | Fiera M ilano SpA | - | 8,250 | - | 8,250 |
| Attilio Fontana | Deputy Vice Chairperson Fiera M ilano SpA | - | - | - | - | |
| Licia Ronzulli | Vice Chairperson | Fiera M ilano SpA | - | - | - | - |
| Joyce Victoria Bigio | Director | Fiera M ilano SpA | - | - | - | - |
| Renato Borghi | Director | Fiera M ilano SpA | - | - | - | - |
| Pier Andrea Chevallard | Director | Fiera M ilano SpA | - | - | - | - |
| Romeo Robiglio | Director | Fiera M ilano SpA | - | - | - | - |
| Vincenza Patrizia Rutigliano | Director | Fiera M ilano SpA | - | - | - | - |
| Directors ceased* | ||||||
| Michele Perini | Chairperson | Fiera M ilano SpA | - | - | - | - |
| Enrico Pazzali | Chief Executive Officer | Fiera M ilano SpA | 30,000 | - | 30,000 | - |
| Roberto Baitieri | Director | Fiera M ilano SpA | - | - | - | - |
| Davide Croff | Director | Fiera M ilano SpA | - | - | - | - |
| Giampietro Omati | Director | Fiera M ilano SpA | - | - | - | - |
| Statutory Auditors** | ||||||
| Federica Nolli | Chairperson | Fiera M ilano SpA | - | - | - | - |
| Antonio Guastoni | Statutory Auditor | Fiera M ilano SpA | - | - | - | - |
| Carmine Pallino | Statutory Auditor | Fiera M ilano SpA | - | - | - | - |
| Statutory Auditors ceased* | ||||||
| Stefano Mercorio | Chairperson | Fiera M ilano SpA | - | - | - | - |
| Alfredo Mariotti | Statutory Auditor | Fiera M ilano SpA | - | - | - | - |
| Damiano Zazzeron | Statutory Auditor | Fiera M ilano SpA | - | - | - | - |
| No. Executive with | Investee | No. of shares | No. of shares | No. of shares | No. of shares | |
| strategic responsibilities | company | held | purchased | sold | held | |
| at 31.12.2014 | at 31.12.2015 | |||||
| Executives with Strategic Responsibilities in charge | Fiera M ilano SpA | no. 1 | - | |||
| Executives with Strategic Responsibilities ceased | Fiera M ilano SpA | no. 13 | 10,130 | 8,000 | ||
| * Ceased directors whose mandate expired on 29 April 2015. | ||||||
| ** Appointed on 29 April 2015. | ||||||
| ***The Chairperson Rettani purchased no. 50.000 shares in January 2016. Details are available on the Company website. | ||||||
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