Remuneration Information • Apr 6, 2018
Remuneration Information
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pursuant to Article 123-ter of Legislative Decree no. 58 of February 1998 (Italian Consolidated Financial Law - TUF) and pursuant to Article 84-quarter of CONSOB Resolution no. 111971 of 14 May 1999 ("Issuers' Regulation") Approved by the Board of Directors on 27th March 2018
pursuant to Article 123-ter of Legislative Decree no. 58 of February 1998 (Italian Consolidated Financial Law - TUF) and pursuant to Article 84-quarter of CONSOB Resolution no. 111971 of 14 May 1999 ("Issuers' Regulation") Approved by the Board of Directors on 27th March 2018
Table setting out the Salaries paid to the Members of the Board of Directors and Board of Statutory Auditors, The General Manager and Key Executives/ Executives With Strategic Responsibilities during the 2017 Financial Year 32
Monetary incentive plans for the Chairman, Chief Executive Offi cer, General Manager and Key Executives/Executives with Strategic Responsibilities 34
| of Directors and the Board of Statutory Auditors, the General Manager and |
SECTION III | 35 | |
|---|---|---|---|
| Key Executives/Executives with Strategic Responsibilities |
25 | Information on shareholdings of the members of the Board of Directors and the Board of Statutory Auditors, |
|
| First Part | the General Manager and Executives | ||
| Items Making up the Remuneration | 25 | with Strategic Responsibilities | 35 |
| 1. Board of Directors | 25 | TABLE 3A | 36 |
| 1.1 The Chairman of the Board | |||
| of Directors | 25 | Incentive plans based on fi nancial | |
| 1.2 Chief Executive Offi cer | 26 | instruments other than stock options | |
| 1.3 Other Members of the Board | for the Members of the Board of Directors, | ||
| Of Directors | 27 | the General Manager and other Executives | |
| 1.4 Members of The Board of Directors' | with Strategic Responsibilities | 36 | |
| Internal Committees | 29 | ||
| 2. Board of Statutory Auditors | 29 | ||
| 3. Department for General Management | 29 | ||
| 4. Key Executives/Executives with | |||
| Strategic Responsibilities | 30 | ||
| 5. Agreements for payment of indemnities | |||
| in the event of early termination of the | |||
| employment relationship | 31 | ||
| TABLE 1 | 32 |
| 2.3 Structure of the remuneration: | |
|---|---|
| fi xed components and variable components; | |
| performance objectives based on which the | |
| variable components are assigned, | |
| and information on the connection | |
| between changes in results | |
| and changes in remuneration | 15 |
| 2.3.1. Fixed component | 18 |
| 2.3.2. Variable component | 18 |
| 2.3.3. Non-monetary benefi ts | 22 |
| 2.3.4. Criteria used for evaluation | |
| of performance targets at the basis | |
| of the assignment of variable salary | |
| components and information aimed | |
| at highlighting the coherence | |
| of the Remuneration Policy with | |
| the pursuit of the Company's long-term | |
| interests and risk management policy | 23 |
| 2.3.5. Deferred payment systems, | |
| with indication of the deferment | |
| periods and criteria used for | |
| determination of those periods | |
| and ex post correction mechanisms | 23 |
| 2.3.6. Policy relating to salary packages | |
| in the event of the end of term of offi ce | |
| or termination of the employment contract 23 | |
| 2.3.7. Information on the presence of | |
| insurance cover, or welfare or pension | |
| benefi ts, other than obligatory treatment | 23 |
| 2.3.8. Remuneration Policy followed | |
| regarding: (i) the independent Directors, | |
| (ii) taking part in Committees and | |
| (iii) performance of particular | |
| appointments | 24 |
| SECTION II | 25 |
Remuneration received in the fi nancial year 2017 by the members of the Board
The Key Executives who are also identifi ed as Executives with Strategic Responsibilities pursuant to Annex 1 of CONSOB Regulation No. 17221 of 12 March 2010, are shown in bold.
Members of the Board of Directors
The Directors vested with particular duties by the Board of Directors, specifi cally the Chairman and Chief Executive Offi cer
Contractual agreements which permit the Company to request restitution, in whole or in part, of variable components of remuneration paid (or to retain sums that are the subject of deferment) that were calculated based on information that is later revealed to be manifestly erroneous or false, or in cases of fraud or wilfully wrongful or negligent conduct to the detriment of the Company, on the condition that the satisfaction of the above requirements is verifi ed based on information ascertained by proven methods by the competent corporate Departments within three years from payment of the cash incentive (or from the allocation of the incentive that was the subject of deferment)
The Corporate Governance Code for listed companies promoted by the Corporate Governance Committee established by Borsa/Italiana S.p.A., ABI, Ania, Assonime, Confi ndustria and Assogestioni
The Remuneration Committee set up by the Fincantieri Board of Directors pursuant to the Code
Board of Directors or Board
The General Manager of Fincantieri
FTSE Italia All Share Index, the value of which is published daily by Borsa Italiana, adjusted by excluding companies mainly off ering banking, asset management or insurance services
FINCANTIERI S.p.A.
Fincantieri and the Companies controlled by the same pursuant to Article 93 of the Consolidated Financial Law [TUF]
The tool that allows to measure the achievement of the sustainability objectives that the company has combined and/or set in addition to those of the economic and fi nancial performance, in order to align itself with the European best practices and the increasing expectations of the fi nancial community in terms of sustainable development
Management by Objectives, i.e., the short-term variable component of remuneration consisting of an annual bonus in cash to be paid on the basis of the achievement of fi xed annual targets
Standard level of attainment of the target which entitles one to obtain 100% of the incentive (without prejudice to multipliers or discretionary parameters)
Panel of companies listed on the international stock exchanges and indicated as a reference parameter in the Information Document on the LTI Plans
The following executives of Fincantieri, who hold organisational positions of signifi cant impact with regard to achieving the company's objectives:
"Those parties who have the power and the responsibility, whether directly or indirectly, the Company's activities, including Directors (executive or otherwise) of the Company"
for the planning, management and control of
Profi t gross of taxable interest, taxes, depreciation and amortisation on tangible and intangible assets
The relationship between EBITDA and the Group revenue in the reference period
The medium-long term variable incentive scheme which provides for the free allocation to benefi ciaries of rights to acquire a pre-set quota of Fincantieri ordinary shares of no par value, upon achieving specifi c performance targets, approved by the Shareholders' Meeting on 19 May 2017
The medium-long term variable incentive scheme which provides for the free allocation to benefi ciaries of rights to acquire a pre-set quota of Fincantieri ordinary shares of no par value, upon achieving specifi c performance targets, which will be submitted to approval of the Shareholders' Meeting convened for the approval of the fi nancial statements for the 2017 fi nancial year
Collectively, 2016-2018 Performance Share Plan and 2019-2021 Performance Share Plan
Remuneration Policy approved by the Board of Directors and described in the fi rst Section of this Report
The Remuneration Committee Regulations
Regulations issued by CONSOB by Resolution No. 11971 of 14 May 1999 on issuers, as amended
This Remuneration Report, prepared pursuant to Article 123-ter of the Consolidated Financial Law [TUF]
Company
FINCANTIERI S.p.A.
The return for an investor that is calculated considering both the variations in the price of the share during a given period, and the dividends distributed in the same period, assuming that such dividends are immediately reinvested in that same Company's shares
Legislative Decree No. 58 of 24 February 1998 (as amended), containing the "Consolidated text of the provisions on the subject of fi nancial intermediation"
The Remuneration Report that we present explains Fincantieri's Remuneration Policy for the 2018 fi nancial year, limited to the medium- to long-term variable element provided for by the 2019-2021 Performance Share Plan, including with reference to 2019 fi nancial year, as well as compensation paid to Directors, Statutory Auditors, the General Manager, Executives with Strategic Responsibilities and other Key Executives in the year 2017 fi nancial year.
That document, set out in accordance with the governance model adopted by the Company, the recommendations of the Corporate Governance Code and the relevant applied best practice, was approved by the Board of Directors on 27 March 2018 upon proposal of the Remuneration Committee.
Fincantieri's Remuneration Policy aims to attract, motivate and retain the most appropriate human resources to successfully manage the company, by encouraging the achievement of strategic objectives so as to align the interests of top management with the key objective of creating sustainable value for shareholders in the medium to long term.
In accordance with the Remuneration Policy of the previous fi nancial year, the Remuneration Committee, with the relevant support of the Human Resources and Industrial Relations Directorate of the Company, has therefore continued its analysis and verifi cation of current Remuneration Policy within the company in order to adapt it to best practice of listed companies in this area. Specifi cally, in view of the evidence which has emerged from the update of the assessment of managerial positions carried out with the support of Willis Towers Watson during the fi rst quarter of 2017, a remuneration survey was subsequently undertaken with a view to benchmark the alignment of the remuneration of Key Executives and of other managers against best practice in the market. The results of the analysis have shown that the salary levels of Fincantieri's Key Executives, particularly with reference to the fi xed part of their remuneration, were found to be very conservative compared to those of benchmark markets.
In the second half of 2017, therefore, a plan was launched to review the remuneration packages of Executives with Strategic Responsibilities and other Key Executives aimed at the gradual correction of salaries that were not in line with market levels and aimed at mitigating misalignments by reducing the gaps over a sustainable timeframe.
In addition, 2017 saw the start of the second cycle (2017-2019) of the 2016-2018 Performance Share Plan approved by the Shareholders' Meeting of 19 May 2017 (of which extensive disclosure was given in Section I of last year's Remuneration Report and also in the relevant Information Document). Moreover, as mentioned above, in order to ensure continuity with the Remuneration Policy previously adopted, with a view to the medium-to long-term retention of the company's key resources, in the fi rst months of 2018 a proposal was developed for the 2019-2021 Performance Share Plan, with a focus on the Company's management team.
The 2019-2021 Performance Share Plan was subsequently approved by Fincantieri's Board of
Directors, on the proposal of the Remuneration Committee, by resolution of 27 March 2018, and is therefore subject to approval by the Shareholders' Meeting called to approve the fi nancial statements as at 31 December 2017.
The above plan, in continuity with the 2016-2018 Performance Share Plan, aims to pursue the following objectives:
• To improve the alignment of the interests of the benefi ciaries to those of the shareholders, linking the remuneration of the management to specifi c multi-annual performance targets, whose achievement is closely linked to the improvement of the performance of Company and the growth of value of the same in the medium to long term;
• Support the ability to retain key resources, aligning the company's Remuneration Policy with market best practice, typically involving incentive tools over the medium- to long-term;
• To ensure a better and more consistent pay-mix balance with regards to the variable element of the compensation packages of the CEO, the General Manager, the Executives with Strategic Responsibilities and the other Key Executives.
The new 2019-2021 Plan, in line with the current one, provides for a period of vesting, a period of lock-up and the application of claw-back clauses. With regard to performance objectives, in addition to confi rming EBITDA and Total Shareholder Return, the new 2019-2021 Plan introduces, as an innovative element, a Sustainability Objective, in order to encourage management to achieve sustainability objectives that the company has set, combining and adding them to those of economic-fi nancial performance metrics, in order to align with European best practice and the growing expectations of the fi nancial community on sustainable development.
Dear Shareholders, the Remuneration Policy that we submit for your approval confi rms, as distinctive elements, the pursuit of a balanced pay-mix of managerial pay packages, the connection of the variable elements to clear and measurable performance objectives, and an alignment with market best practice in the area of remuneration. Therefore, we believe that it is consistent with the aims pursued, namely to attract, retain and adequately remunerate the key resources of the company, with the aim of ensuring the creation of value for shareholders in the medium to long term. We take this opportunity to thank you in advance for the approval you are being asked to express here and we are pleased to renew, on behalf of all the Board Members, our utmost commitment to the future as well.
THE CHAIRMAN OF THE BOARD OF DIRECTORS Giampiero Massolo
THE CHAIRMAN OF THE REMUNERATION COMMITTEE Paola Muratorio
This Report, prepared in compliance with current law and the Corporate Governance Code, was approved by the Board of Directors' Meeting of 27 March 2018 on a proposal by the Remuneration Committee. In compliance with the provisions of Article 123-ter of the Consolidated Financial Law, this Report is divided into two sections:
• the fi rst section illustrates the Policy adopted by Fincantieri on the remuneration of the members of the Board of Directors, the General Manager, Executives with Strategic Responsibilities and Key Executives with reference to the 2018 fi nancial year and the 2019 fi nancial year, solely with regard to the medium-long term variable component envisaged by the 2019-2021 LTI Plan and until the approval of a new Remuneration Policy; in accordance with the provisions of Article 123-ter of the Consolidated Financial Law, this section is subject to the advisory vote of the Shareholders' Meeting convened for the approval of the fi nancial statements as of 31 December 2017;
• the second section provides detailed information on the remuneration payable to the aforementioned subjects and the statutory auditors for the 2017 fi nancial year.
This Report is made available to the public at the Fincantieri company headquarters (in via Genova, 1 - Trieste) and on the Company's website (www.fi ncantieri.com).
implementation of the Policy itself. The verifi cation of the level of achievement of the quantitative and qualitative performance targets, and the consequent determination of the sums of money due to the subjects concerned, shall be performed after the approval of the consolidated fi nancial statements, following verifi cation by the Chief Executive Offi cer.
The composition, appointment, duties and operating procedures of the Remuneration Committee are governed by special Regulations approved by the Board of Directors. In line with the provisions of these Regulations, the Committee is composed of three nonexecutive Directors, the majority of whom are independent. At least one member of the Remuneration Committee shall possess adequate knowledge and experience in fi nance and Remuneration Policy matters, which the Board of Directors shall evaluate at the time of appointment.
As of today's date, the Remuneration Committee is composed of Directors Paola Muratorio (independent) with the offi ce of Chairman, Donatella Treu (independent) and Fabrizio Palermo, nominated by the Board of Directors on 8 June 2016 following the renewal of the entire Board of Directors by the Shareholders' Meeting of 19 May 2016. All the members possess adequate knowledge and experience in fi nancial matters or Remuneration Policies. Pursuant to its Regulations, the Committee meets periodically with the frequency necessary to perform its activities. Meetings are convened by the Committee Chairman, or when a request is made by at least two of its members, for the discussion of specifi c matters that are considered particularly relevant. The Committee is quorate when the majority
1.1 Procedures for adoption and implementation of the Remuneration Policy
Fincantieri's Remuneration Policy is approved annually by the Board of Directors on proposal by the Remuneration Committee. This Policy's purpose is to: (i) attract, motivate and retain the most suitable resources to successfully manage the company; (ii) stimulate the achievement of strategic objectives; (iii) align the interests of top management with the priority objective of the creation of sustainable shareholder value in the mediumlong term; and (iv) promote the Company's mission and its corporate values. The corporate board in charge of the correct implementation of the Remuneration Policy is the Board of Directors. For these purposes the Board of Directors is supported by the Remuneration Committee, that provides proposal and advice and periodically assesses the adequacy, overall coherence and actual application of the Remuneration Policy by the relevant persons in accordance with the raccomendations of the Corporate Governance and the Remuration Committee Regulations. The management of the Remuneration Policy of the General Manager, Executives with Strategic Responsibilities and other Key Executives is entrusted to the Chief Executive Offi cer who, with the assistance of the Human Resources and Industrial Relations Directorate of the Company, constantly monitors the adequacy, overall consistency, and the actual
of the members in offi ce are present and decides by absolute majority vote of those in attendance. In the event of a tie, the Chairman of the Committee holds the deciding vote. The following individuals can also attend the Committee meetings: Chairman of the Board of Directors, Chief Executive Offi cer and Chairman of the Board of Statutory Auditors (or any other permanent auditor appointed by them). Other permanent auditors, however, may also attend the meetings and, upon invitation of the Committee itself, other parties as well may attend, including other Board members or top management of the Company, to provide information and express evaluations on matters falling within their remits with reference to the individual items on the agenda of the meetings. More specifi cally, as a general rule, the SVP of the Human Resources and Industrial Relations Directorate should attend. No Director shall take part in Committee meetings at which proposals are submitted to the Board of Directors concerning their own remuneration. In accordance with the Corporate Governance Code and its own Regulations, the Remuneration Committee carries out the following advisory duties and makes proposals in relation to remuneration: • submits proposals to the Board of Directors on the Remuneration Policy of Directors and Key Executives, using, with respect to those executives, the information provided by the Chief Executive Offi cer, which may refer to market practices on Remuneration Policies; • periodically assesses the adequacy, overall consistency and due application of the adopted Policy;
• submits proposals and expresses opinions to the Board of Directors on the remuneration of executive directors and other directors who hold particular positions, as well as on setting of performance targets related to the variable component of such remuneration;
• monitors the application of the decisions taken by the Board on matters on which it has submitted proposals and expressed opinions, verifying, more specifi cally, the actual achievement of the performance targets.
In carrying out these functions and for the purposes of performing its duties, the Committee shall prepare and submit to the Board of Directors proposals for medium-long term incentive schemes for top management, including any share-based compensation plans, monitoring their application.
In carrying out its functions, it also reports to the Shareholders' Meeting called to approve the fi nancial statements, either by the Committee Chairman or another designated member. The Committee has also been assigned functions relating to transactions with related parties in the case of resolutions concerning remuneration. In the performance of its duties, the Committee shall ensure suitable functional and operational communications with the competent corporate Departments. The Committee: (i) has access to the
information and is assisted by the corporate Departments necessary to perform its duties; (ii) in order to fulfi l its duties, it may access, through the structures of the Company, external consultants, provided that they are adequately bound to the necessary confi dentiality; and (iii) if it considers it necessary, it may prepare an annual budget for its own activities to be proposed to the Board of Directors.
During 2017, the Remuneration Committee met 6 times in order to:
i. verify the overall adequacy of the Policy adopted;
ii. analyse the legislation, market trends and best practices on incentive systems;
Illustrated below is the cycle of activities performed by the Committee in 2017:
iii. report on the company results and the other objectives of the MBO for the year 2016 and defi ne the performance targets of the MBO for the 2017, in relation to the Chairman and the Chief Executive Offi cer; iv. prepare the contents of the Remuneration Policy for the 2017 fi nancial year to be submitted for approval to the Board of Directors and for the advisory vote of the Shareholders' Meeting called to approve the fi nancial statements for the 2017 fi nancial year; with regard to the second cycle of the 2016 – 2018 Performance Share Plan, identify the recipients and determine the objectives and the number of rights to be assigned to each of them;
v. analyse the remuneration benchmarks for Executives with Strategic Responsibilities and Key Executives and assess the adequacy and consistency of the pay realignment plan as per paragraph 1.3 below;
vi. analyse the benchmarks related to the remuneration envisaged for the members of various internal Board committees; vii. develop the general contents for the launch of a new medium-long term Incentive plan (2019-2021 Performance Share Plan), in continuity with the current plan.
Subsequently, in the fi rst months of 2018, the Committee actively participated in the Company's provision of the 2019-2021 Performance Share Plan for the Company management in continuity with the current plan (see subsequent paragraph 2.3.2.). More specifi cally, on the basis of a proposal of the Remuneration Committee, the Board of Directors, by its resolution dated 27 March 2018, approved the 2019-2021 Performance Share Plan, which – pursuant to Article 114-bis(1) of the Consolidated Financial Law – will be submitted for approval of the Shareholders' Meeting convened for the approval of the fi nancial statements as of 31 December 2017.
1.3 Independent experts taking part in the preparation of the Remuneration Policy and information regarding the use, as reference, of remuneration policies of other companies
In drafting of the Remuneration Policy, reference was made to benchmarks, remuneration surveys and market analyses conducted by Willis Towers Watson, with the intent of aligning this Policy with the prevalent
market practices of listed companies
• Definition of the Remuneration Policy for the year 2017
•Approval of the Report of the Remuneration Committee to the Board of Directors
• Remuneration of the Chairman and the Chief Executive Officer: 2016 MBO finalisation and 2017 MBO definition
• Preliminary evaluations regarding the Remuneration Policy
Watson, the Company also developed the new 2019-2021 Performance Share Plan, in continuity with the 2016-2018 Performance Share Plan (see below).
The Company's Remuneration Policy is defi ned in compliance with the Company's governance model and with the recommendations of the Corporate Governance Code, to promote the Company's mission and its corporate values, to attract, motivate and retain management with high-level professional skills, capable of guiding the Company to success and profi tability. Its purpose is also to align the interests of that same management with the primary objective of the creation of value for the Company's shareholders over the mediumlong term, ensuring that remuneration is based on the results eff ectively achieved. To this end, the Company examines market practices of Remuneration Policies, thus ensuring an adequate level of its competitiveness in the labour market. The Company, in fact, in view of the facts emerged from the updating of the evaluation of the remuneration packages of managerial positions performed with the support of Willis Towers Watson in the fi rst quarter of 2017, initiated a subsequent project to verify the Company's remuneration positioning regarding remuneration packages of Key Executives, as well as those of other managers, compared to the best market practices. The results of the analyses demonstrated that the remuneration position of Key Executives of Fincantieri, with particular reference to the fi xed component of remuneration, is very conservative with respect to the reference market.
of the fi nancial community in terms of
| sustainable development, Fincantieri also |
|---|
| introduces a sustainability Index as an objective |
| of the 2019-2021 LTI Plan. |
| More specifi cally, to strengthen the link |
| between remuneration and the medium |
| long term interests of the Company, the |
| Remuneration Policy envisages that: |
| i. the fi xed and the variable components |
| are appropriately balanced, which concerns, |
| in particular, with respect to the latter, |
| the short-term and the medium-long term |
| variable components; |
| ii. the fi xed component is suitable to |
| compensate the concerned party's |
| performance if the variable component is not |
| disbursed due to the failure to achieve the |
| performance objectives; |
| iii. a signifi cant portion of the remuneration |
| of those concerned is based on the three-year |
| incentive plans; |
| iv. the remuneration relating to these plans |
| shall be granted subject to achievement of the |
| performance objectives, which are also based |
| on a three-year cycle; |
| v. these objectives are predetermined, |
| measurable and indicative of the Company's |
| operational effi ciency, as well as its capacity to |
| remunerate the invested capital and generate |
| cash for the shareholders in the medium-long |
| term; |
| vi. the Company may request restitution, |
| in whole or in part, of variable components of |
| the remuneration paid (or retain sums that are |
| the subject to deferment) that were calculated |
| based on information that later proves to be |
| manifestly erroneous (the claw-back). |
| The Remuneration Policy applied to the parties |
| above is thus oriented toward valorising |
| sustainable performance and the achievement |
| of the Company's strategic priorities. |
| In accordance with the provisions of the |
| Corporate Governance Code, the remuneration |
| of non-executive directors is commensurate |
| with the commitment requested from each |
It also emerged that, contrary to the situation on the market, where the growth of the position of grade is accompanied by a more competitive remuneration positioning, in the case of Fincantieri, the positioning is more conservative with increasing responsibilities. More specifi cally, it emerged that only one third of the Key Executives have a fi xed remuneration that is positioned around the median average or in the band above the median average.
Therefore, it was decided to launch a compensation adjustment plan starting from the second half of 2017, aimed at mitigating, where necessary, the misalignments with respect to the market within a sustainable timeframe.
This plan thus made it possible to considerably reduce the percentage of the Key Executives positioned below the 1st Market Quartile (from 30% to 4%) and to increase the number of said executives around the market median (from 18% to 39%).
The Remuneration Policy applies to the Chief Executive Offi cer, the Chairman, the General Manager, Executives with Strategic Responsibilities and other Key Executives. It aims at incentivising their performance within the Company and the achievement of its strategic objectives. It also seeks to encourage management loyalty, both by paying a suitable fi xed component of remuneration, as well as by implementing variable remuneration systems linked to the achievement of certain pre-set individual and Group performance objectives. In view of the above, Fincantieri, with its 2019-2021 LTI Plan, intends to demonstrate its strong will to incentivise its management in order to implement an eff ective Remuneration Policy able to attract, motivate and retain top management and the key executives of the Company, aligning their interests with those of the shareholders.
Moreover, in view of the growing expectations
of these, also taking into account their participation in one or more Committees of the Board of Directors and does not foresee any variable components.
The Remuneration Policy for the 2018 fi nancial year does not involve any signifi cant modifi cations with respect to the 2017 fi nancial year with the exception of the proposal to introduce the 2019-2021 LTI Plan, whose analysis was performed in the fi rst month of 2018 in order to ensure continuity with a view of retention of the company's key resources.
2.3 Structure of the remuneration: fi xed components and variable components; performance objectives based on which the variable components are assigned, and information on the connection between changes in results and changes in remuneration The remuneration of the Chief Executive Offi cer, Chairman, General Manager, Executives with Strategic Responsibilities and other Key Executives is defi ned in such a way as to align their interests with the pursuit of the primary objective of value creation for the shareholders over the medium-long term. In addition, as highlighted in the following chart, following the introduction of the medium-long term variable component referred to in the LTI Plans, the pay-mix demonstrates an increase in the variable component.
The pay-mix, therefore, is balanced on the basis on the Company's strategic objectives and risk management policy, taking account of the industry it operates in and the features of the business it performs. For the roles of greater responsibility, the variable components are emphasised
as compared to the fi xed component, in line with the best practices of the market:
In the graph, the values of the variable components were calculated as follows:
• Short-term variable component: shows the annual value of the incentive that may be obtained upon achievement of the target; • Medium-long term variable component: shows the value of the incentive in terms of the number of shares that may be acquired in the event of reaching all targeted objectives in the 2016-2018 LTI Plan's second three-year duration cycle. This incentive was quantifi ed by referring to the value of the shares at the moment when these were granted, assuming that the benefi ciaries will participate in all the three cycles of the plan, as well as the permanence of the same even after the completion of the three cycles.
Based on the foregoing, the parties mentioned above shall receive a remuneration package structured as follows:
| TYPE OF REMUNERATION | PURPOSE | POSITIONS INVOLVED |
|---|---|---|
| Fixed remuneration | Remunerates the role and more specifi cally the responsibilities assigned to the recipients, taking account, among other things, of experience, quality of contribution made to achieving the business results and level of excellence with respect to the assigned duties. |
• Chairman • Chief Executive Offi cer • Non-executive Directors • General Manager • Other Key Executives |
| Short-term variable remuneration (annual MBO) |
Remunerates results achieved in the short term and is aimed at translating the industrial plan strategies into a series of annual, individual and group objectives, capable of decisively infl uencing performance of the executives involved. |
• Chairman • Chief Executive Offi cer • General Manager • Other Executives with Strategic Responsibilities • Other Key Executives |
| Medium-long term variable remuneration (Performance Share Plan) |
Remunerates results achieved in the medium-long term and is aimed at improving the alignment of interests of the recipients with those of the shareholders and supporting the retention capabilities for key resources. |
The benefi ciaries are individually identifi ed at the discretion of the Board of Directors, having heard the Remuneration Committee, among the following parties: • Chief Executive Offi cer and, according to the indications of the Chief Executive Offi cer, the following parties: • General Manager • Other Executives with Strategic Responsibilities • Other Key Executives |
The fi xed salary component is commensurate to the role, the commitment required and the connected responsibilities. It is suffi cient to remunerate the services performed, including in the event of no payment or only partial payment of the variable components, where envisaged. This is determined taking account of the level of experience of the individual party, of the professional contribution that the same brings to the attainment of the business results, as well as the level of excellence with respect to the duties assigned.
The fi xed component is also such as to ensure a suitably competitive position with respect to the level of salary paid by the market for the specifi c position.
In line with the recommendations of the Corporate Governance Code and with the purposes described in paragraph 2.1 above, the Policy provides that the fi xed component of the remuneration is made up of:
– the salary resolved by the Shareholders' Meeting for the offi ce of member of the Board of Directors pursuant to Article 2389(1) of the Italian Civil Code;
– the salary resolved by the Board of Directors pursuant to Article 2389(3) of the Italian Civil Code, on proposal from the Remuneration Committee, having heard the opinion of the Board of Statutory Auditors, for the role of Chief Executive Offi cer;
• for the Chairman of the Board of Directors: – the salary resolved by the Shareholders' Meeting for the role of Chairman pursuant to Article 2389(1) of the Italian Civil Code; – the salary resolved by the Board of Directors pursuant to Article 2389(3) of the Italian Civil Code, on proposal from the Remuneration Committee, having heard the opinion of the Board of Statutory Auditors, in consideration of the breadth and nature of the specifi c duties which may be assigned;
the timescale taken into consideration, to mitigate the management's risk assumption and to incentivise the creation of sustainable shareholder value over the medium-long term. Recipients of the short-term variable remuneration are: Chief Executive Offi cer, Chairman, General Manager, Executives with Strategic Responsibilities and Key Executives. The recipients of the medium-long term remuneration are individually identifi ed at the discretion of the Board of Directors, having heard the Remuneration Committee, in case of the Chairman and the Chief Executive Offi cer, and based on the indications of the Chief Executive Offi cer in relation to the General Manager, other Executives with Strategic Responsibilities, other Key Executives and other key resources identifi ed with the purposes of incentivising and retaining, as provided in the regulations related to LTI Plan.
The use of a short-term variable incentive plan on an annual basis (MBO) aims at translating the industrial plan's strategies into a series of annual objectives. The MBO can decisively infl uence the performance of the executives involved. The objectives, identifi ed in line with the industrial plan, are predetermined and measurable and are assigned annually by way of plans discussed with the individual recipients. Based on the level of attainment of their own targets, the executives involved receive a bonus consisting in a predefi ned percentage of their base salary, which, in accordance with the MBO group to which they belong, ranges from a minimum of 35% for the achievement of the targets (which can be increased up to 38.2% in the case of over performance) to a maximum of 50% for achieving the targets (which may be increased up to 54% in case of over performance). The short-term incentive of the Chief Executive Offi cer is 60% of the annual fi xed component, relative to the target and in any case not
– the salary resolved by the Shareholders' Meeting for the role of member of the Board of Directors pursuant to Article 2389(1) of the Italian Civil Code;
– the amounts resolved by the Board of Directors and payable to the Chairman and the members of the internal committees of the Board of Directors;
– the gross annual salary provided according to their individual contract, in compliance with the provisions of the applicable collective laws. Furthermore, the abovementioned executives receive allowances for travelling either nationally or abroad, in line with the provisions under the applicable National Collective Bargaining Agreements and company level contracts.
The aim of the variable component is to remunerate management for the results achieved in the short and medium-long term. The direct relationship between results achieved and payment of the incentives allows, on the one hand, to take into account the results of the Company and the Group and, on the other, to strengthen the merit-based system, diff erentiating the contribution of each person and at the same time motivating the human resources. The pay-mix relative to the variable part of the remuneration consists of:
• a short-term component, based on shortterm variable incentive Plans on an annual basis (MBO); and
• a medium-long term component, based on the share plans (the LTI Plans).
The variable remuneration utilises diff erent incentive programmes and instruments, depending on the resources involved and
exceeding 65% in the event of over performance. The Chairman's short-term incentive is defi ned as a fi xed fi gure by the Board of Directors, on a proposal from the Remuneration Committee. The percentage of MBO of the General Manager is equal to 55% of the base salary for achieving the targets, which may be increased up to 59.25% in the event of over performance.
The MBO is subject to claw-back clauses.
Without prejudice to what is specifi ed in paragraph 2.1 of this Report, and in compliance with the provisions of the Corporate Governance Code as well as the best practices of listed companies, the Company's Remuneration Policy also provides for a medium-long term variable component (LTI Plans) aimed at achieving the following objectives:
– improving alignment of the interests of the benefi ciaries with those of the shareholders, linking the management's remuneration to specifi c multi-year performance objectives whose attainment is strictly connected to improving the Company's performance and value growth over the medium-long term, as well as combining the company's economic and fi nancial performance with sustainability objectives;
More specifi cally, this component provides for the free allocation, to each of the benefi ciaries identifi ed, as provided for in the regulations governing the plan, of the rights to acquire free Company shares of no par value at the end of a certain period of performance and subject to: – achieving the performance objectives; and – the other conditions laid down in the plan's regulations.
This medium-long term LTI Plan (2016-2018 Plan) is characterised by the following elements: – it is based on the assignment to the benefi ciaries of Fincantieri shares with no nominal value based on the achievement of specifi c performance targets;
– it consists of three cycles, each of which lasts three years;
– a three-year performance period is foreseen for each of the three cycles (2016-2018 for the 1 st cycle, 2017-2019 for the 2nd cycle, 2018-2020 for the 3rd cycle);
– it provides for a vesting period of approximately three years;
– there are performance targets both of an economic and fi nancial nature (such as EBITDA) and linked to the performance of the stock (such as the TSR with respect to either the Modifi ed FTSE Italia All Share Index, or to an international Peer Group), which determines the allocation of the shares to each benefi ciary at the end of the performance period, subject to compliance with all the other conditions provided for in the plan regulations. These objectives are identifi ed by the Board of Directors, after consulting the Remuneration Committee;
– a lock-up period is envisaged during which period, subject to derogations authorised by the Board of Directors after consulting the Remuneration Committee, the benefi ciaries who are members of the Board of Directors, the General Manager or the Executives with Strategic Responsibilities are obliged to hold and not to dispose of any portion of the shares allocated pursuant to the plan (equal to 20% of the diff erence between the shares allocated according to the plan minus any shares necessary for the payment of the tax charges deriving from the delivery of such shares) for a maximum period of three years (in the case of permanent employment contracts) or until the end of their term of offi ce or contract (in the case of administrative or fi xed-term employment relationships);
– a limit is envisaged (known as 'cap') for the maximum value of the shares which may be
shares granted under the Plan (equal to 20% of the diff erence between the shares granted under the plan, minus the shares necessary for the fulfi lment of the tax burdens arising from the delivery of such shares) for a maximum period of two years (in the case of permanent employment), or until the end of one's offi ce or contract (for Directors or in the case of fi xed-term contracts).
Based on the foregoing, as regards the variable components of the remuneration, the pay-mix for the Chief Executive Offi cer, Chairman, other Executives with Strategic Responsibilities and other Key Executives is made up of:
– an MBO Plan with both annual quantitative objectives, both fi nancial and economic (such as the EBITDA Margin or the value of purchase orders), as well as qualitative objectives linked to achieving specifi c results. The percentage target was defi ned by the Board of Directors, on a proposal from the Remuneration Committee, in the amount of 60% of the annual fi xed component, which can be increased up to 65% in the event of over performance. The incentive accrued is distributed following verifi cation by the Board of Directors, having heard the Remuneration Committee, of the attainment of the preset objectives, following approval of the consolidated fi nancial statements for the fi nancial year in question and in compliance with the provisions of the relative plan. – The 2016-2018 LTI Plan with multi-year objectives, of a fi nancial and economic nature and connected to share performance. At the time of the assignment of the rights to acquire free shares of the Company under the 2016-2018 LTI Plan, the number of such rights is equal to 100% of the fi xed remuneration component, which can be increased up to 130% in the case of over performance. The value of rights that be assigned is subject
granted under the Plan to each benefi ciary, obtained by multiplying the number of shares which may be granted at the allocation date based on the level of achievement of the performance objectives, by the quadruple of their market price at the date of the free assignment of the related rights.
In continuity with the aforementioned 2016-2018 LTI Plan, the new 2019-2021 LTI Plan, with a few exceptions, follows the same pattern and is characterised by the following elements:
– it is based on the assignment to the benefi ciaries of Fincantieri shares with no nominal value based on the achievement of specifi c performance targets;
– it consists of three cycles, each of which lasts three years;
– a three-year performance period is foreseen for each of the three cycles (2019-2021 for the 1 st cycle, 2020-2022 for the 2nd cycle, 2021- 2023 for the 3rd cycle);
– a three-year vesting period is planned; – shares are granted to each benefi ciary at the end of the performance period, upon achieving performance objectives, both economic and fi nancial (such as EBITDA), as well as connected to the share performance (such as TSR with respect to either the Modifi ed FTSE Italia All Share Index, or to an international Peer Group) or linked to a sustainability Index (such as obtaining a certain rating from international rating agencies). This is without prejudice to all other conditions laid down in the plan's regulations. The Board of Directors identifi es the performance objectives, having heard the Remuneration Committee;
– there is a lock-up period during which, subject to any exceptions authorised by the Board of Directors, having consulted the Remuneration Committee, the benefi ciaries who are members of the Board of Directors, the General Manager or Executives with Strategic Responsibilities must hold, and not dispose of in any manner, a portion of the
to the above cap. The incentive accrued is granted and distributed following verifi cation by the Board of Directors, having heard the Remuneration Committee, of the attainment of the pre-set objectives, following approval of the consolidated fi nancial statements relating to the fi nancial year in question for each cycle of the plan, as well as the existence of all other conditions laid down in the plan's rules, and is therefore disbursed in accordance with those same rules.
– a short-term variable incentive plan with annual objectives (MBO), both quantitative, of a fi nancial and economic nature (such as the EBITDA Margin or the value of purchase orders), as well as qualitative and quantitative, linked to achieving specifi c results. The amount is defi ned as a fi gure fi xed by the Board of Directors, following a proposal by the Remuneration Committee, and paid following a specifi c resolution in relation to the achievement of pre-set annual objectives.
– an MBO plan with annual targets of both quantitative, of a fi nancial and economic nature, as well as qualitative, for both the Company and the individual, which take into consideration the role held (such as the value of purchase orders, the containing of certain structure costs, or specifi c qualitative and quantitative objectives).
The target amount of the short-term variable component of the remuneration (MBO) of the General Manager is equal to 55% of the fi xed remuneration component, which may be increased up to 59.25% in the case of over performance. The maximum target amount of the short-term variable component of the remuneration (MBO) of Executives with Strategic Responsibilities and Key Executives, depending on the MBO range they fall into, varies from a minimum of 35% to a maximum of 50% of the base salary; in the case of over performance, depending on the MBO range they fall into, the said percentages will vary from a minimum of 38.2% to a maximum of 54%. The incentive accrued is assigned and disbursed following verifi cation by the Chief Executive Offi cer of the decree of attainment of the pre-set objectives, following approval of the consolidated fi nancial statements relating to the fi nancial year in question, and is therefore distributed in compliance with the relative plan.
– The 2016-2018 LTI Plan with multi-year objectives, whether fi nancial and economic, as well as linked to share performance. The accrued incentive shall be paid after the Board of Directors, having consulted, within its scope of competence, the Remuneration Committee, has verifi ed the achievement of the pre-set objectives, following the approval of the consolidated fi nancial statements concerning the latest fi nancial year for each cycle of the plan, as well as the existence of all other conditions laid down in the plan's rules, and is therefore disbursed in accordance with those same rules. Within the limits of the cap referred to in the plan, the size of the incentive is equal to the following percentage of the fi xed remuneration component linked to the bracket's range in which the recipient falls, determined by the Board of Directors, having heard the Remuneration Committee on a proposal from the Chief Executive Offi cer, based on the impact of its role on the company's results:
• for the General Manager: 75% when target objectives are met, increasing up to 97.5% in the event of over performance;
• for the Executives with Strategic Responsibilities and Key Executives: varies depending on the bracket's range in which the recipient falls from a minimum of 40% to a maximum of 60% when target objectives are met; in the event of over performance, such percentages
Responsibilities, and other Key Executives are given the use of a company car for both business and private use with the relative fuel. Also, where appropriate, they are granted use of an apartment for longer stays as an alternative to hotel accommodation, limited in time, however, according to economic criteria.
The performance targets provided by the Remuneration Policy for the disbursement of the variable salary component are identifi ed by taking account of the specifi c activities performed by the Company and of their connected risk profi les. More specifi cally, the payment of the variable component of the short-term incentive Plan is normally tied to the attainment of pre-set fi nancial and economic performance objectives related to the annual budget. The comparison of the fi nal balance fi gures with the assigned objectives determines the amount of the variable component of the remuneration paid. The payment of what is envisaged, however, regarding the mediumlong term variable component, is aimed at the creation of value for all the shareholders in the medium-long term. It is therefore usually connected to the attainment of pre-set fi nancial and economic performance objectives referred to in the industrial plan and/or to the stages thereof or based on share performance and/or the fi nancial return for the shareholders in the medium-long term.
With regard to the 2019-2021 Plan, it is specifi ed that, in addition to the objectives of an economic and fi nancial nature and linked to the performance of the stock, a sustainability Index has been introduced.
will increase, depending on the bracket's range in which the recipient falls, from a minimum of 52% to a maximum of 78%. For every aspect of the details, reference is made to the contents of the Information Document of the 2016-2018 LTI Plan drawn up pursuant to Article 114-bis of the Consolidated Financial Law and Article 84-bis of the Issuers' Regulation, published by the Company.
In exceptional and extraordinary circumstances with respect to the Remuneration Policy, and with the view of attracting key market fi gures or motivating and retaining the best human resources, the Company may pay sums of money in terms of a one-off or entry bonus/retention bonus at the executive recruitment stage, or at any other time when the need may arise, to an extent that is in keeping with the most widespread market practices. Where intended for the Chairman or Chief Executive Offi cer, those extraordinary salary components are subject to resolution by the Board of Directors, on proposal of the Remuneration Committee. For the General Manager, Executives with Strategic Responsibilities and other Key Executives, the issuance is remitted to the exclusive evaluation of the Chief Executive Offi cer. On proposal by the Remuneration Committee, the Board of Directors also has the power, within its competence, to resolve on the payment of any exceptional bonuses in connection with extraordinary transactions and/or results (such as for example, acquisitions, mergers, or divestments) having a signifi cant impact on the Company, and as such are unlikely to be adequately recompensed within the ordinary variable remuneration systems.
The Chief Executive Offi cer, Chairman, General Manager, other Executives with Strategic
mechanisms For the medium-long term variable component, there is envisaged a vesting period of approximately three-years and a lock-up period, unless the Board of Directors, after consulting the Remuneration Committee, grants exceptions as indicated in paragraph 2.3.2. Claw-back clauses are provided for in relation to all variable remuneration components. 2.3.6. Policy relating to salary packages in the event of the end of term of offi ce or termination of the employment contract The treatment envisaged in the event of the end of offi ce term or the termination of the employment contract is regulated by the current National Collective Bargaining Agreement for executives of companies that produce goods or services, as well as being left to the stipulation of specifi c agreements with the individual parties involved. In any event, such agreements may not provide for the payment of an indemnity which may not exceed an amount equivalent to 36 gross monthly salaries, including the instalment of the thirteenth month of the annual salary. Pursuant to Article 2125 of the Italian Civil Code, specifi c compensation may also be provided for those cases in which there is the need to conclude non-competition agreements with the members of the Board of Directors, General Manager, Executives with Strategic Responsibilities and other Key Executives.
The Chairman and Chief Executive Offi cer are provided with determinate insurance cover.
For the General Manager, Executives with Strategic Responsibilities and other Key Executives, as well as for the other Company executives, supplementary insurance, welfare and pension benefi ts are provided which are more generous than those established by the National Collective Bargaining Agreement which applies to the executives of the Group.
2.3.8. Remuneration Policy followed regarding: (i) the independent Directors, (ii) taking part in Committees and (iii) performance of particular appointments The remuneration of the independent Directors is the same as that described in paragraph 2.3.1 herein regarding non-executive Directors. For Directors participating in the internal Committees of the Board of Directors, the Remuneration Policy stipulates that they shall receive, for their participation in each Committee, additional remuneration determined by the Board of Directors, after a proposal from the Remuneration Committee, as stated in the preceding paragraph 2.3.1.
Remuneration received in the fi nancial year 2017 by the members of the Board of Directors and the Board of Statutory Auditors, the General Manager and Key Executives/Executives with Strategic Responsibilities
Where the 2017 fi nancial year is concerned, this part of Section II of the Report sets out: (i) the salaries payable to individuals who held the roles of Director, Statutory Auditor or General Manager during that year or for part thereof, set out by name, and (ii) the salaries payable to Key Executives/ Executive with Strategic Responsibilities, shown in aggregate. These items are also shown in summary form in the tables in the Second Part of this Section.
Throughout the fi nancial year 2017, the role of Chairman of the Board of Directors was held by Ambassador Giampiero Massolo, whose remuneration for the fi nancial year 2017 (from 1 January until 31 December 2017) was made up as follows:
• Fixed component: EUR 300,000, per annum, of which:
– EUR 40,000, on an annual basis, as resolved by the Shareholders' Meeting on 19 May 2016 for the role of Chairman of the Board of Directors, pursuant to Article 2389(1) of the Italian Civil Code; the said amount will be paid in 2018;
– Euro 260,000, on an annual basis, as resolved by the Board of Directors on 20 July 2016, pursuant to Article 2389(3)
of the Italian Civil Code, on the proposal of the Remuneration Committee and having consulted the Board of Statutory Auditors, given the broad extent and nature of the specifi c delegations assigned; this amount was paid in 2017. • Short-term variable component: – 2017 MBO Plan: as specifi ed by the Board of Directors on 20 July 2016 on the proposal of the Remuneration Committee and subsequently confi rmed on 11 May 2017, on the proposal of the Remuneration Committee and following the opinion of the Board of Statutory Auditors, the short-term variable component is EUR 100,000, subject to adjustment up to a maximum of EUR 120,000 in the event of over performance; the task of establishing whether targets have been reached and specifying the actual incentive due will be carried out by the Board of Directors, on the proposal of the Remuneration Committee, on the basis of the results of the fi nancial statements for the fi nancial year 2017 and specifi c account rendering. Any amount due will be paid in 2018.
Ambassador Massolo's remuneration for the fi nancial year 2017 is as follows:
• Fixed component: EUR 284,699.45, of which:
– EUR 24,699.45 as part of the salary for the fi nancial year 2016, pro rata, resolved by the Shareholders' Meeting on 19 May 2016 for the role of Chairman of the Board of Directors, pursuant to Article 2389(1) of the Italian Civil Code;
– Euro 260,000, as remuneration for the fi nancial year 2017 resolved by the Board of Directors on 20 July 2016, pursuant to Article 2389(3) of the Italian Civil Code, on the proposal of the Remuneration Committee and having consulted the Board of Statutory Auditors, given the
broad extent and nature of the specifi c delegations assigned.
Throughout the fi nancial year 2017, the role of Chief Executive Offi cer was held by Giuseppe Bono.
The remuneration due to Mr Bono for the 2017 fi nancial year (from 1 January to 31 December 2017) is as follows:
• Fixed component: EUR 950,000 per annum, of which:
– EUR 27,000 as salary, approved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors, pursuant to Article 2389(1) of the Italian Civil Code, which amount will be paid in 2018;
– EUR 27,000 as salary for the fi nancial year 2016 resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors, pursuant to Article 2389(1) of the Italian Civil Code;
– EUR 923,000 as the remuneration for the 2017 fi nancial year, as approved by the Board of Directors on 20 July 2016, pursuant to Article 2389(3) of the Italian Civil Code, on the proposal of the Remuneration Committee and having consulted the Board of Statutory Auditors, for the role of Chief Executive Offi cer.
No payments are made where the appointment is terminated.
The Board of Directors, appointed by the Shareholders' Meeting on 19 May 2016 for the 2016-2018 three-year period, was in offi ce for the entire fi nancial year 2017.
– EUR 923,000, on an annual basis, as salary resolved by the Board of Directors on 20 July 2016, pursuant to Article 2389(3) of the Italian Civil Code, on the proposal of the Remuneration Committee and having consulted the Board of Statutory Auditors, for the role of Chief Executive Offi cer.
• Short-term variable component: – 2017 MBO Plan: as specifi ed by the Board of
Directors on 20 July 2016 and subsequently confi rmed on 11 May 2017, on the proposal of the Remuneration Committee and following the opinion of the Board of Statutory Auditors, the short-term variable component is EUR 570,000 where targets are reached, with an adjustment up to a maximum of EUR 617,500 in the event of over performance. The task of establishing whether targets have been reached and the actual incentive due will be carried out by the Board of Directors, on the proposal of the Remuneration Committee, during 2018, on the basis of the results of the 2017 fi nancial statements and specifi c account rendering. Any amount due will be paid in 2018.
• Medium-long term variable component: – 2016-2018 LTI Plan: on 19 May 2017, the Shareholders' Meeting approved the 2016-2018 LTI Plan proposed by the Board of Directors; with reference to the second cycle (2017-2019) of the aforementioned plan, on 25 July 2017, the Board of Directors established that 915,486 rights to receive ordinary shares in Fincantieri would be allocated free of charge if all targets were met and subject to the conditions imposed by the Regulations that govern the plan. In the event of over performance, the number of rights can be increased up to a maximum of 30%. Any allocation in relation to the second cycle will take place in 2020.
Remuneration eff ectively paid to Mr Bono during the fi nancial year 2017 is:
• Fixed component 2: an amount equal to EUR 950,000, of which:
In addition to Directors Ambassador Giampiero Massolo and Giuseppe Bono, the following Directors are members of the Board of Directors:
• Gianfranco Agostinetto (Architect) (independent), Simone Anichini (independent), Massimiliano Cesare (Lawyer) (independent), Nicoletta Giadrossi (independent), Paola Muratorio (Architect) (independent), Fabrizio Palermo (not independent) and Donatella Treu (independent).
On 8 June 2016, the Board of Directors appointed the Advisory Committees and its members and established their remuneration. Subsequently, on 21 June 2016, the Board of Directors resolved the remuneration to be paid to the Director Gianfranco Agostinetto, equal to EUR 2,000 for each meeting of the Internal Control and Risk Management Committee as the Committee for Transactions with Related Parties to whom the same is called to participate as an independent member to replace Mr. Fabrizio Palermo, in the event that the Committee should analyse Transactions of Major Relevance. More specifi cally, for the entire 2017 fi nancial year, the aforementioned Board committees are composed as follows: • Internal Control and Risk Committee. Made up of Massimiliano Cesare (Lawyer) (Chairman), Nicoletta Giadrossi and Fabrizio Palermo, this
Committee also operates as the Committee for Transactions with Related Parties; when analysing Transactions of Major Relevance, Mr. Palermo is replaced by the independent Director Gianfranco Agostinetto (Architect); • Remuneration Committee, made up of Paola Muratorio (Architect) (Chairman), Donatella Treu and Fabrizio Palermo;
• Appointments Committee, made up of Donatella Treu (Chairman), Simone Anichini and Fabrizio Palermo;
2 On 30 September 2016, Mr. Bono resigned as Chairman of VARD Group AS. The VARD remuneration for 2016 (1 January - 29 September 2016) equal to SGD 243,750 (EUR 163,333 at the average exchange rate for 22 February 2016 – SGD/EUR = 0.67008) will be paid and transferred by the Chief Executive Offi cer to Fincantieri in full in 2018. Note also that the remuneration referred to above in this note and any remuneration in relation to other subsidiaries and affi liated companies are not included in the total of EUR 950,000, having been transferred to Fincantieri.
• Sustainability Committee, made up of Gianfranco Agostinetto (Architect) (Chairman), Simone Anichini, Nicoletta Giadrossi and Massimiliano Cesare (Lawyer).
The salaries resolved in relation to the aforementioned members of the Board of Directors are made up of a fi xed part alone, which will be paid during the course of the fi nancial year 2018. More specifi cally:
• In relation to Director Gianfranco Agostinetto, salary for the fi nancial year 2017 is EUR 59,000, on an annual basis, of which:
– EUR 27,000 as salary resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors; – EUR 2,000 as remuneration for participation in the meetings of the Internal Control and Risk Committee, in his capacity as an independent member of the Committee for Transactions with Related Parties, replacing Fabrizio Palermo where the Committee is required to analyse Transactions of Major Relevance; – EUR 30,000 as salary for the role of
Chairman of the Sustainability Committee.
• In relation to Director Simone Anichini, salary for the fi nancial year 2017 is EUR 67,000, on an annual basis, of which:
– EUR 27,000 as remuneration resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors; – EUR 20,000 as remuneration for the role of
member of the Appointments Committee; – EUR 20,000 as remuneration for the role of
member of the Sustainability Committee; • In relation to Director Massimiliano Cesare, salary for the fi nancial year 2017 is EUR 77,000, on an annual basis, of which:
– EUR 27,000 as salary resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors; – EUR 30,000 as salary for the role of Chairman of the Internal Control and Risk Committee;
As mentioned previously, the members of the Internal Control and Risk Committee, the Appointments Committee, the Remuneration Committee and the Sustainability Committee receive an additional salary established by the Board of Directors, on the proposal of the Remuneration Committee, in the amount of EUR 30,000 for the role of Chairman and EUR 20,000 for the other regular members. The salaries for 2017 for those in the role of Chairman and for the members of the Committees are set out in the previous paragraph.
The Board of Statutory Auditors currently in offi ce was appointed by the Shareholders' Meeting on 28 May 2014 and is made up of regular auditors Gianluca Ferrero (Chairman), Alessandro Michelotti and Fioranna Vittoria Negri. On 19 May 2017, the Shareholders' Meeting appointed the current Board of Statutory Auditors comprising the regular Statutory Auditors: Mr Gianluca Ferrero (Chairman), Fioranna Vittoria Negri and Roberto Spada. The Shareholders' Meeting held on 19 May 2017 confi rmed the remuneration already approved by the Shareholders' Meeting of 28 May 2014, which is therefore equal to:
The aforementioned amounts will be paid during the course of the fi nancial year 2018. In particular, for the 2017 fi nancial year:
• with reference to the Chairman Gianluca Ferrero, the remuneration on an annual basis is equal to EUR 37,000;
– EUR 20,000 as salary for the role of member of the Sustainability Committee.
• In relation to Director Nicoletta Giadrossi, salary for the fi nancial year 2017 is EUR 67,000, on an annual basis, of which:
– EUR 27,000 as salary resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors; – EUR 20,000 as salary for the role of Chairman of the Internal Control and Risk Committee; – EUR 20,000 as salary for the role of member of the Sustainability Committee.
• In relation to Director Paola Muratorio, salary for the fi nancial year 2017 is EUR 57,000, on an annual basis, of which:
– EUR 27,000 as salary resolved by the Shareholders' Meeting on 19 May for the role of member of the Board of Directors;
– EUR 30,000 as salary for the role of Chairman of the Remuneration Committee.
• In relation to Director Fabrizio Palermo, salary for the fi nancial year 2017 is EUR 87,000, of which:
– EUR 27,000 as salary resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors;
– EUR 20,000 as salary for the role of member of the Remuneration Committee;
– EUR 20,000 as salary for the role of member of the Appointments Committee;
– EUR 20,000 as salary for the role of member of the Internal Control and Risk Committee.
• In relation to Director Donatella Treu, salary for the fi nancial year 2017 is EUR 77,000, on an annual basis, of which:
– EUR 27,000 as salary resolved by the Shareholders' Meeting on 19 May 2016 for the role of member of the Board of Directors; – EUR 30,000 as salary for the role of Chairman of the Appointments Committee; – EUR 20,000 as salary for the role of member of the Remuneration Committee.
No payments are made where the appointment is terminated.
The aforementioned amounts will be paid during the course of the fi nancial year 2018.
cancellation of the entire incentive. – MBO Plan 2017: the maximum amount for the fi nancial year 2017 is EUR 133,257 where all objectives set are met in full and where the access threshold, which is linked to the strategic objective being achieved, is exceeded. For the fi nancial year 2017, the incentive was paid where the target in relation to the EBITDA Margin was achieved, i.e. the ratio between EBITDA and Group Revenues in the fi nancial year in question (2017) of no less than 90% of the amount specifi ed in the 2017 Budget approved by the Company's Board of Directors for the year 2017, in order to ensure a direct link between payment of the incentive and the business's results. Any incentive due will be paid during the course of 2018.
• Medium-long term variable component: – 2016-2018 LTI Plan: on 19 May 2017, the Shareholders' Meeting approved the 2016-2018 LTI Plan proposed by the Board of Directors; with reference to the second cycle (2017-2019) of the aforementioned plan, on 25 July 2017, the Board of Directors established that 220,491 rights to receive ordinary shares in Fincantieri would be allocated free of charge if all targets were met and subject to the conditions imposed by the Regulations that govern the plan. In the event of over performance, the number of rights can be increased up to a maximum of 30%. Any allocation in relation to the second cycle will take place in 2020.
• Non-monetary benefi ts: provision of a company car for business and private use plus fuel, supplementary health package, insurance and further minor benefi ts, in the total amount of EUR 22,234.52, established on the basis of taxable income criteria.
During the course of 2017, hirings/terminations and arrivals/departures on a managerial level
– 2017 MBO Plan: any incentive due will be paid during the course of 2018 where all objectives set have been achieved. Without prejudice to this, payment of the short-term incentive will in any event be subject to an access threshold being exceeded; this access threshold is linked to a strategic objective being achieved. For the fi nancial year 2017, this strategic objective involved meeting a target that related to the EBITDA Margin, i.e. the relationship between EBITDA and Group Revenues in the fi nancial year in question (2017) of no less than 90% of the amount specifi ed in the 2017 Budget approved by the Company's Board of Directors for the year 2017, in order to ensure a direct link between payment of the incentive and the business's results. The maximum MBO amount payable in 2018 is EUR 1,843,885, of which EUR 875,721 relate to Executives with Strategic Responsibilities.
• Medium-long term variable component: – 2016-2018 LTI Plan: on 19 May 2017, the Shareholders' Meeting approved the 2016-2018 LTI Plan proposed by the Board of Directors; with reference to the second cycle (2017-2019) of the aforementioned plan, on 25 July 2017, the Board of Directors established that 1,840,298 rights to receive ordinary shares in Fincantieri (of which 829,631 for Executives with Strategic Responsibilities) would be allocated free of charge if all targets were met and subject to the conditions imposed by the Regulations that govern the plan. In the event of over performance, the number of rights can be increased up to a maximum of 30%.
Any allocation in relation to the second cycle will take place in 2020.
• Extraordinary Remuneration: a one-off payment of EUR 52,500 has been allowed, of which EUR 32,500 for Executives with Strategic Responsibilities; this is in line with the provisions of Section I, paragraph 2.3.2. of this document, which contemplates the possibility
in relation to various roles for the fi nancial year in question resulted in the overall number of persons totalling 25 (during the year or part thereof), 10 of which are Executives with Strategic Responsibilities.
Key Executives' salaries are set out in aggregate, with the salaries for Executives with Strategic Responsibilities specifi ed therein, again in aggregate, as none of the Executives with Strategic Responsibilities were in receipt of salaries greater overall than the highest overall salary received by the members of the Board of Directors, the Board of Statutory Auditors and the General Manager.
Set out below, in aggregate, is a description of each of the items that make up the remuneration paid to Key Executives, with details for Executives with Strategic Responsibilities, during the course of the fi nancial year 2017:
of the Company making one-off payments or entry bonuses/retention bonuses on an entirely exceptional and extraordinary basis, in accordance with the Remuneration Policy and in order to attract key individuals on the market or to motivate and retain the best human resources. This amount was paid in 2017. • Non-monetary benefi ts: these include provision of a company car for business and private use plus fuel, the use in certain cases of an apartment for longer stays of a limited duration, supplementary insurance cover, welfare and pension benefi ts that exceed the provisions of the relevant National Collective Bargaining Agreement in force, in the overall amount (on the basis of taxable income criteria) of EUR 389,854 (of which EUR 156,455 for Executives with Strategic Responsibilities).
Pursuant to specifi c agreement in place with the General Manager, an indemnity is payable where the employment relationship is terminated early; the indemnity comprises 36 gross monthly salaries, inclusive of the thirteenth month salary bonus, in the event of dismissal without good cause, resignation for good cause and termination of employment by consent.
1 In the Tables above, the following abbreviations are used to indicate the corporate bodies and roles in Fincantieri: CEO (Chief Executive Offi cer); BoD (Board of Directors); CRC (Internal Control and Risk Committee); AC (Appointments Committee); RC (Remuneration Committee); SC (Sustainability Committee); BSA (Board of Statutory Auditors); GM (General Manager); KE (Key Executives); ESR (Executives with Strategic Responsibilities).
2 The amounts indicated are the sum of the Fair Value of the fi rst cycle (2016 - 2018) and of the second cycle (2017 - 2019) of the 2016-2018 LTI Plan. 3 The Chairman's fi xed salary is made up of: (i) EUR 24,699.45, as salary, pro rata, resolved by the
Shareholders' Meeting on 19 May 2016 for the role of Chairman of the Board of Directors, pursuant to Article 2389 (1) of the Italian Civil Code, which amount refers to 2016 and was paid in the fi nancial year 2017; and (ii) EUR 260,000, as salary for the fi nancial year 2017, resolved by the Board of Directors on 20 July 2016 on the proposal of the RC, having also consulted the Board of Statutory Auditors, pursuant to Article 2389(3) of the Italian Civil Code, given the broad extent and nature of the specifi c powers and duties assigned; this amount was paid in 2017. It should also be noted that the remuneration for the offi ce of Chairman of the Board of Directors, resolved by the Shareholders' Meeting on 19 May 2016 pursuant to Article 2389(1) of the Italian Civil Code relating to the fi nancial year 2017, equal to EUR 40,000, will be paid in 2018.
4 The amount refers to the 2016 MBO Plan and was paid in 2017 following the verifi cation by the Board of Directors on 11 May 2017, upon proposal of the RC, of the full achievement of the specifi c conditions concerning the target jointly with the partial achievement of the specifi c over performance conditions. 5 The Chief Executive Offi cer's remuneration is made up of: (i) EUR 27,000, paid during the 2017 fi nancial year and relating to 2016, as remuneration for the role of member of the Board of Directors, resolved by the Shareholders' Meeting on 19 May 2016 pursuant to Article 2389(1) of the Italian Civil Code and (ii) EUR 923,000, as remuneration for the 2017 fi nancial year, resolved by the Board of Directors on 20 July 2016, pursuant to Article 2389(3) of the Italian Civil Code, on the proposal of the Remuneration Committee and having also consulted the Board of Statutory Auditors, for the role of Chief Executive Offi cer; this amount was disbursed in 2017. The remuneration for the role of member of the Board of Directors resolved by the Shareholders' Meeting on 19 May 2016 pursuant to Article 2389(1) of the Italian Civil Code equal to EUR 27,000 will be paid in 2018. Note that Mr. Bono has resigned as Chairman of the VARD Group AS on 30 September 2016. The VARD remuneration for 2016 (1 January - 29 September 2016) for the position is SGD 243,750 (EUR 163,333 at the average exchange rate for 22 February 2016 – SGD/EUR = 0.67008). The said amount will be paid, and transferred by the CEO in full in favour of Fincantieri in 2018. Note also that the VARD remuneration referred to above in this note and any remuneration in relation to other subsidiaries and affi liated companies are not included in the total of EUR 950,000, having been transferred to Fincantieri.
6 On 11 May 2017, the Board of Directors, on a proposal from the RC, ascertained the full achievement of the specifi c over performance conditions thus determining the payment of the amount of EUR 617,500 that was disbursed in 2017. It is specifi ed that the Board of Directors of 20 July 2016, as subsequently confi rmed on 11 May 2017, on the proposal of the RC, resolved that the short-term variable component for the year 2017 is equal to EUR 570,000 upon reaching the target, with adjustment up to a maximum of EUR 617,500 in case of over performance; the payment of this amount will take place during the 2018 fi nancial year, subject to verifi cation of the achievement of the assigned performance targets. 7 Note that the fees relating to roles held in subsidiaries and affi liated companies during 2017 are not included in the salaries received by Mr. Bono, as these were transferred to Fincantieri (see note 5).
8 To be paid, resolved by the Shareholders' Meeting on 19 May 2016, with regard to the 2017 fi nancial year, during the course of the 2018 fi nancial year. 9 The amount relating to the 2017 fi nancial year is made up as follows: (i) EUR 20,000 on an annual
basis for the role of member of the AC and (ii) EUR 20,000 on an annual basis as salary for the role of member of the SC. To be paid during the course of the fi nancial year 2018. 10 The amount relating to the 2017 fi nancial year is made up as follows: (i) EUR 30,000 on an annual
basis for the role of the chairman of the CRC and (ii) EUR 20,000 on an annual basis as salary for the
role of member of the SC. To be paid during the course of the fi nancial year 2018. 11 The amount relating to the 2017 fi nancial year is made up as follows: (i) EUR 2,000 on an annual basis for the role of a member of the CRC as a member of the Committee for Transactions with Related Parties to replace Mr. Fabrizio Palermo, in the event that the Committee should analyse Transactions of Major Relevance; and (ii) EUR 30,000 on an annual basis as salary for the role of the chairman of the SC,
to be paid during the course of the fi nancial year 2018. 12 The amount relating to the 2017 fi nancial year is made up as follows: (i) EUR 20,000 on an annual basis for the role of a member of the CRC; and (ii) EUR 20,000 on an annual basis as remuneration for the role of the member of the SC, to be paid during the course of the fi nancial year 2018. 13 The amount relating to the 2017 fi nancial year refers to the role of the RC chairman, to be paid during
the course of the fi nancial year 2018. 14 The amount relating to the 2017 fi nancial year is made up as follows: (i) EUR 20,000 on an annual basis for the role of a member of the AC; (ii) EUR 20,000 on an annual basis as salary for the role of the member of the CRC and (iii) EUR 20,000 on an annual basis as salary for the role of the member of the
RC, to be paid during the course of the fi nancial year 2018. 15 The amount relating to the 2017 fi nancial year is made up as follows: (i) EUR 30,000 on an annual basis for the role of the Chairman of the AC; and (ii) EUR 20,000 on an annual basis as salary for the
role of the member of the RC, to be paid during the course of the fi nancial year 2018. 16 The amount of the fi xed remuneration, relating to the 2017 fi nancial year, was paid in the same year. 17 The amount refers to the 2016 MBO Plan relating to the 2016 fi nancial year (26 September - 31 December 2016) and was paid, pro rata temporis, in 2017. The verifi cation of the achievement of the objectives set in the 2016 plan was carried out by the CEO, based on the 2016 fi nancial statements and specifi c accounting. 18 It should be noted that the fees of the Statutory Auditors were resolved by the Shareholders' Meeting of 28 May 2014 until the Board of Statutory Auditors was renewed at the Shareholders' Meeting on 19 May 2017, which also resolved on the new remuneration.
19 Of which EUR 2,041,285 for Executives with Strategic Responsibilities. It should be noted that the amount shown does not include the remuneration received by the Key Executives for the positions held in the corporate bodies of the subsidiaries, since, in line with the Group policy, these fees are transferred to Fincantieri.
20 The total amount of EUR 1,606,854 (of which EUR 734,671 relating to Executives with Strategic Responsibilities) refers to the 2016 MBO Plan relating to 2016 and was paid in 2017. The verifi cation of the achievement of the objectives set in the 2016 plan was carried out by the CEO, based on the 2016 fi nancial statements and specifi c accounting. 21 Of which EUR 156,455 for Executives with Strategic Responsibilities.
22 Paid as a one-off payment, in line with paragraph 2.3.2 of Section II of this document, of which EUR 32,500 for Executives with Strategic Responsibilities.
23 Of which EUR 1,508,522 for Executives with Strategic Responsibilities.
| (Figures expressed in EUR) | VARIABLE NON-EQUITY REMUNERATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME ROLE 1 |
OFFICE TERM |
TERMINATION OF THE ROLE |
FIXED REMUNERATION |
REMUNERATION FOR PARTI CIPATION IN COMMITTEES |
BONUS AND OTHER INCENTIVES |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER SALARIES |
TOTAL | FAIR VALUE REMUNERATION 2 |
END OF OFFICE INDEMNITY - TERMINATION OF EMPLOYMENT RELATIONSHIP |
||
| Remuneration Fincantieri |
284,699.45 3 | – | 116,000.00 4 | – | 1,245.00 | – | 401,944.45 | – | – | ||||
| Giampiero Massolo |
Chairman of the BoD |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 284,699.45 | – | 116,000.00 | – | 1,245.00 | – | 401,944.45 | – | – | ||||
| Remuneration Fincantieri |
950,000.00 5 | – | 617,500.00 6 | – | 2,002.00 | – | 1,569,502.00 | 2,494,835.30 | – | ||||
| Giuseppe Bono |
CEO | 01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Fincantieri Companies' Remuneration |
– 7 | – | – | – | – | – | – | – | – |
| Total | 950,000.00 | – | 617,500.00 | – | 2,002.00 | – | 1,569,502.00 | 2,494,835.30 | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 40,000.00 9 | – | – | – | – | 67,000.00 | – | – | ||||
| Simone Anichini |
Director/ Member of the AC/ Member of the SC |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 40,000.00 | – | – | – | – | 67,000.00 | – | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 50,000.00 10 | – | – | – | – | 77,000.00 | – | – | ||||
| Massimiliano Cesare |
Director/ CRC Chairman/ SC Member |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 50,000.00 | – | – | – | – | 77,000.00 | – | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 32,000.00 11 | – | – | – | – | 59,000.00 | – | – | ||||
| Gianfranco Agostinetto |
Director/ SC Chairman/ CRC Member by virtue of being CTRP Member |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 32,000.00 | – | – | – | – | 59,000.00 | – | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 40,000.00 12 | – | – | – | – | 67,000.00 | – | – | ||||
| Nicoletta Giadrossi |
Director/ CRC and SC Member |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 40,000.00 | – | – | – | – | 67,000.00 | – | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 30,000.00 13 | – | – | – | – | 57,000.00 | – | – | ||||
| Paola Muratorio |
Director/ RC Chairman |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 30,000.00 | – | – | – | – | 57,000.00 | – | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 60,000.00 14 | – | – | – | – | 87,000.00 | – | – | ||||
| Fabrizio Palermo |
Director/ RC Member/ CRC Member/ AC Member |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 60,000.00 | – | – | – | – | 87,000.00 | – | – | ||||
| Remuneration Fincantieri |
27,000.00 8 | 50,000.00 15 | – | – | – | – | 77,000.00 | – | – | ||||
| Donatella Treu |
Director/ AC Chairman and RC Member |
01.01.2017 - 31.12.2017 |
Approval of 2018 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 27,000.00 | 50,000.00 | – | – | – | – | 77,000.00 | – | – |
The amounts in the Table and in the corresponding notes follow both cash and accrual criteria, in compliance with the applicable legislation
| (Figures expressed in EUR) | VARIABLE NON-EQUITY REMUNERATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME ROLE 1 |
OFFICE TERM |
TERMINATION OF THE ROLE |
FIXED REMUNERATION |
REMUNERATION FOR PARTI CIPATION IN COMMITTEES |
BONUS AND OTHER INCENTIVES |
PROFIT SHARING |
NON MONETARY BENEFITS |
OTHER SALARIES |
TOTAL | FAIR VALUE REMUNERATION 2 |
END OF OFFICE INDEMNITY - TERMINATION OF EMPLOYMENT RELATIONSHIP |
||
| Remuneration Fincantieri |
298,211.56 16 | – | 26,652.00 17 | – | 22,234.52 | – | 347,098.08 | 520,898.72 | – | ||||
| Alberto Maestrini |
General Manager |
01.01.2017 - 31.12.2017 – |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Total | 298,211.56 | – | 26,652.00 | – | 22,234.52 | – | 347,098.08 | 520,898.72 | – | ||||
| Remuneration Fincantieri |
37,000.00 | – | – | – | – | – | 37,000.00 | – | – | ||||
| Gianluca Ferrero |
Chairman of the Board of Statutory Auditors |
01.01.2017 - 31.12.2017 |
Approval of 2019 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 37,000.00 | – | – | – | – | – | 37,000.00 | – | – | ||||
| Remuneration Fincantieri |
26,000.00 | – | – | – | – | – | 26,000.00 | – | – | ||||
| Fioranna Vittoria Negri |
Standing auditor |
01.01.2017 - 31.12.2017 |
Approval of 2019 financial statements |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 26,000.00 | – | – | – | – | – | 26,000.00 | – | – | ||||
| Remuneration Fincantieri |
9,901.37 | – | – | – | – | – | 9,901.37 | – | – | ||||
| Alessandro Michelotti |
Standing auditor |
01.01.2017- 19.05.2017 |
Approval of 2016 financial statements 18 |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 9,901.37 | – | – | – | – | – | 9,901.37 | – | – | ||||
| Remuneration Fincantieri |
16,098.63 | – | – | – | – | – | 16,098.63 | – | – | ||||
| Roberto Spada |
Standing auditor |
20.05.2017- 31.12.2017 |
Approval of 2019 financial statements 18 |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – |
| Total | 16,098.63 | – | – | – | – | – | 16,098.63 | – | – | ||||
| Remuneration Fincantieri |
4,752,821.00 19 | – | 1,606,854.00 20 | – | 389,854.00 21 | 52,500.00 22 | 6,802,029.00 | 3,454,127.90 23 | – | ||||
| Key Executives |
– | 01.01.2017 - 31.12.2017 |
Remuneration - subsidiaries and affiliated companies |
– | – | – | – | – | – | – | – | – | |
| Total | 4,752,821.00 | – | 1,606,854.00 | – | 389,854.00 | 52,500.00 | 6,802,029.00 | 3,454,127.90 | – |
– 1,606,854.00 – 3,454,127.90 –
24 The amount refers to the 2016 MBO Plan and was paid in 2017.
25 The amount refers to the 2017 MBO Plan and is equal to EUR 100,000, with adjustment up to a maximum of EUR 120,000 in the event of over performance; the amount will eventually be recognised in 2018, after verifi cation of the achievement of the assigned performance objectives.
26 The amount refers to the 2016 MBO Plan and was paid in 2017.
27 The amount refers to the 2017 MBO Plan and is equal to EUR 570,000, with adjustment up to a maximum of EUR 617,500 in the event of over performance; the amount will eventually be recognised in the course of 2018, after verifi cation of the achievement of the assigned performance objectives.
28 The amount refers to the 2016 MBO Plan pro rata (26 September - 31 December 2016) and was paid in 2017. 29 The amount refers to the 2017 MBO Plan and is equal to EUR 122,535, with adjustment up to a maximum of EUR 133,257 in the event of over performance; the amount will eventually be
recognised in 2018, after verifi cation of the achievement of the assigned performance objectives. 30 The amount refers to the 2016 MBO Plan and was paid in 2017; of this amount EUR 734,671 refer to Executives with Strategic Responsibilities.
31 The amount refers to the 2017 MBO Plan and will eventually be recognised in 2018, after verifi cation of the achievement of the assigned performance objectives. EUR 875,721 of this amount refer to Executives with Strategic Responsibilities.
| (Figures expressed in EUR) | BONUS FOR THE YEAR | BONUS FOR PREVIOUS | OTHER BONUSES |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME AND SURNAME ROLE | PLAN | PAYABLE/ | PAID DEFERRED REFERENCE PERIOD |
NO LONGER PAYABLE |
PAYABLE/ PAID |
STILL DEFERRED |
|||||
| Fincantieri Remuneration |
MBO 2016 | – | – | – | 116,000.00 24 | – | – | ||||
| Giampiero | Chairman of the |
Remuneration | MBO 2017 | 120,000.00 25 | – | – | – | – | – | – | |
| Massolo | BoD | - subsidiaries and affi liated companies |
– | – | – | – | – | – | – | – | |
| Total | – | 120,000.00 | – | – | – | 116,000.00 | – | – | |||
| Giuseppe CEO Bono |
Fincantieri Remuneration |
MBO 2016 | – | – | – | 617,500.00 26 | – | – | |||
| Remuneration | MBO 2017 | 617,500.00 27 | – | – | – | – | – | – | |||
| - subsidiaries and affi liated companies |
– | – | – | – | – | – | – | – | |||
| Total | – | 617,500.00 | – | – | – | 617,500.00 | – | – | |||
| Fincantieri Remuneration |
MBO 2016 | – | – | – | 26,652.00 28 | – | – | ||||
| Alberto | General | Remuneration | MBO 2017 | 133,257.00 29 | – | – | – | – | – | – | |
| Maestrini | Manager | - subsidiaries and affi liated companies |
– | – | – | – | – | – | – | – | |
| Total | – | 133,257.00 | – | – | – | 26,652.00 | – | – | |||
| Fincantieri Remuneration |
MBO 2016 | – | – | – | 1,606,854.00 30 | – | – | ||||
| Key Executives | – | Remuneration | MBO 2017 | 1,843,885.00 31 | – | – | – | – | – | – | |
| - subsidiaries and affi liated companies |
– | – | – | – | – | – | – | – | |||
| Total | – | 1,843,885.00 | – | – | – | 1,606,854.00 | – | – |
32 The information relating to the persons that ceased to hold offi ce before the admission to trading of the Company's shares is not reported. Please note that, pursuant to Article 84-quater, paragraph 4, of the Issuers' Regulation, the Remuneration Report includes "the investments held in the company with listed shares and in the companies controlled by the latter by the members of the management and control bodies, the General Managers and other Executives with Strategic Responsibilities as well as by spouses not legally separated and by minor children, directly or through subsidiaries, trust companies or third parties, resulting from the register of shareholders, communications received and other information acquired from such members of the management and control bodies, by the General Managers and Executives with Strategic Responsibilities". According to Schedule No. 7-ter of Annex 3A to the Issuers' Regulation, all the subjects who in the course of the reference year held the positions of members of the management and control bodies, General Manager or Executive with Strategic Responsibilities, including for only part of the year, are covered by the provision. In this regard, the title of possession and the methods of the same are also specifi ed." 33 The aforementioned number corresponds to the total number of shares held as at 31 December 2016 by the Executives with Strategic Responsibilities identifi ed for the 2017 fi nancial year.
34 The diff erence in the number of shares held as at 31 December 2017 compared to 31 December 2016 is due to the change of various executives in the role of Executives with Strategic Responsibilities during the year in question.
| NAME AND SURNAME |
ROLE | OFFICE TERM | COMPANY IN WHICH SHAREHOLDINGS ARE HELD |
|---|---|---|---|
| Giampiero Massolo |
Chairman of the BoD |
01.01.2017 - | |
| Giuseppe Bono |
CEO | 01.01.2017 - | |
| Simone Anichini |
Director | 01.01.2017 - | |
| Massimiliano Cesare |
Director | 01.01.2017 - | |
| Gianfranco Agostinetto Director |
01.01.2017 - | ||
| Nicoletta Giadrossi |
Director | 01.01.2017 - | |
| Paola Muratorio |
Director | 01.01.2017 - | |
| Fabrizio Palermo |
Director | 01.01.2017 - | |
| Donatella Treu |
Director | 01.01.2017 - | |
| Gianluca Ferrero |
Chairman of the Board of Statutory Auditors |
01.01.2017 - | |
| Alessandro Michelotti |
Standing auditor |
01.01.2017 - | |
| Roberto Spada |
Standing auditor |
20.05.2017 - | |
| Fioranna Vittoria Negri |
Standing auditor |
01.01.2017 - | |
| Alberto Maestrini |
General Manager |
01.01.2017 - | |
| Executives with Strategic Responsibilities |
– | 01.01.2017 - |
| COMPANY IN WHICH SHAREHOLDINGS ARE HELD |
NO. OF SHARES HELD AT THE END OF THE FINANCIAL YEAR 2016 |
NO. OF SHARES ACQUIRED |
NO. OF SHARES SOLD |
NO. OF SHARES HELD AT THE END OF THE FINANCIAL YEAR 2017 |
|
|---|---|---|---|---|---|
| 01.01.2017 - 31.12.2017 |
– | – | – | – | – |
| 31.12.2017 | Fincantieri | 84,000 | – | – | 84,000 |
| 31.12.2017 | – | – | – | – | – |
| 31.12.2017 | – | – | – | – | – |
| 31.12.2017 | – | – | – | – | – |
| 31.12.2017 | – | – | – | – | – |
| 31.12.2017 | – | – | – | – | – |
| 31.12.2017 | Fincantieri | 22,000 | – | 22,000 | – |
| 31.12.2017 | – | – | – | – | – |
| 01.01.2017 - 31.12.2017 |
– | – | – | – | – |
| 01.01.2017 - 19.05.2017 |
– | – | – | – | – |
| 20.05.2017 - 31.12.2017 |
– | – | – | – | – |
| 01.01.2017 - 31.12.2017 |
– | – | – | – | – |
| 01.01.2017 - 31.12.2017 |
Fincantieri | 11,000 | – | – | 11,000 |
| 31.12.2017 | Fincantieri | 68,200 33 | – | 11,000 | 57,200 34 |
The remuneration set out in this Table refl ect the maximum amount payable; their payment and the relative amount during the 2018 fi nancial year are subject to the assessment of the achievement of the specifi c objectives by the relevant corporate bodies.
The following Table has been drawn up pursuant to Article 84-quater, paragraph 4, of the Issuers' Regulations and Schedule No. 7-ter of Annex 3A to the Issuers' Regulations. It sets out (by name) the shareholdings held by members of the Board of Directors and the Board of Statutory Auditors and by the General Manager; it also shows (in aggregate) those held by the Executives with Strategic Responsibilities in Fincantieri and its subsidiaries 32.
35 Date of approval of the Plan by the Board of Directors, subsequently approved by the Shareholders' Meeting convened on 19 May 2017 for the approval of the fi nancial statements as at 31 December 2016, upon proposal of the Board of Directors.
36 The shares indicated correspond to the number of allocations to the target. Please note that the shares indicated in the tables attached to the Information Document relating to the LTI Plans correspond to the maximum number of shares allocated.
37 The fair value of the fi rst cycle 2016-2018 of the 2016-2018 LTI Plan corresponding to the maximum incentive attributable in the event of full achievement of all performance conditions was calculated on the basis of the weighted unit value of the following parameters: 30% of the reference carrying amount for the TSR (EUR 0.1293) and 70% of the reference carrying amount for EBITDA (EUR 0.6251); the fair value relating to the second cycle (2017-2019) of the same 2016-2018 Plan corresponding to the maximum incentive attributable in the event of full achievement of all performance conditions was calculated on the basis of the weighted unit value of the following parameters: 30% of the reference carrying amount for the TSR (EUR 0.146) and 70% of the reference carrying amount for EBITDA (EUR 0.735).
38 It is the weighted average of the market price of the shares in the fi ve open market days prior to the date of the resolution of the Board of Directors dated 15 December 2016 for the fi rst cycle (2016-2018) of the Plan and 25 July 2017 for the second cycle thereof.
39 Date on which the Board of Directors approved the number of rights to be assigned to the recipients of the 2016-2018 Plan for the second cycle (2017-2019) thereof. 40 Of which 777,617 were assigned to Executives with Strategic Responsibilities.
41 Of which 829,631 were assigned to Executives with Strategic Responsibilities.
42 Of which 730,905 were assigned to Executives with Strategic Responsibilities.
| Financial Instruments Assigned in Previous Financial Years and Not Vested during the Course of the Financial Year |
Financial Instruments Assigned during the Course of the Financial Year | Financial Instruments Financial Instruments Vested Vested during the Course of during the Course of the Financial the Financial Year and Assignable Year and Non Assignable |
Financial Instruments Pertaining to the Financial Year |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Surname / Role 2016-2018 LTI Plan 35 | Number and Type of Financial Instruments 36 Vesting Period |
Number and Type of Financial Instruments |
Fair Value on Assignment Date 37 |
Vesting Period | Date of Assignment |
Market Price upon Assign ment 38 |
Number and Type of Financial Instruments |
Number and Type of Financial Instruments |
Value at the Vesting Date |
Fair Value | ||
| CEO Remuneration |
10 November 2016 (1st cycle 2016-2018) |
2,237,927 shares |
Approx. 3 years |
– | – | – | – | – | – | – | – | 1,688,292 |
| in Fincantieri | 10 November 2016 (2nd cycle 2017-2019) |
– | – | 915,486 shares |
0.8810 | Approx. 3 years |
25.07.2017 39 | 1.0377 | – | – | – | 806,543 |
| GM | 10 November 2016 (1st cycle 2016-2018) |
432,988 shares |
Approx. 3 years |
– | – | – | – | – | – | – | – | 326,646 |
| Remuneration in Fincantieri |
10 November 2016 (2nd cycle 2017-2019) |
– | – | 220,491 shares |
0.8810 | Approx. 3 years |
25.07.2017 39 | 1.0377 | – | – | – | 194,253 |
| KE + ESR | 10 November 2016 (1st cycle 2016-2018) |
2,429,514 shares |
Approx. 3 years |
– | – | – | – | – | – | – | – | 1,832,825 40 |
| Remuneration in Fincantieri |
10 November 2016 (2nd cycle 2017-2019) |
– | – | 1,840,298 shares41 |
0.8810 | Approx. 3 years |
25.07.2017 39 | 1.0377 | – | – | – | 1,621,303 42 |
| – | – | – | – | 0.7544 | – | – | – | – | – | – | 3,847,764 | |
| Total | – | – | – | – | 0.8810 | – | – | – | – | – | – | 2,622,098 |
Parent Company Registered offi ce Via Genova no. 1,34121 Trieste, Italy Tel: +39 040 3193111 Fax: +39 040 3192305 fi ncantieri.com Share capital Euro 862,980,725.70 Venezia Giulia Company Registry and Tax No. 00397130584 VAT No. 00629440322
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