Remuneration Information • Mar 26, 2021
Remuneration Information
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COMPENSATION SYSTEMS BASED ON FINANCIAL INSTRUMENTS FOR FINECOBANK STAFF
FINECO. SIMPLIFYING BANKING
FinecoBank S.p.A.
Pursuant to the provision set forth in Article 114-bis of legislative decree no. 58 of February 24th, 1998 as well as to the provisions of the issuer adopted by Consob with resolution no. 11971 of May 14th, 1999 (the "Issuers Regulations") regarding the information to be disclosed to the market in relation to the granting of incentive plans based on financial instruments, the Board of Directors of FinecoBank (the "Board of Directors") prepared this information memorandum which will be reported to the Ordinary General Shareholders' Meeting of FinecoBank on April 28th, 2021 which is called to resolve, inter alia, upon the approval for 2021 of the following new incentives plans:
This Information Memorandum – prepared in compliance with Scheme 7 of Annex 3A to the Issuers Regulation – was also prepared for the purpose of giving information concerning the execution of the following "FinecoBank Compensation Systems" already approved by the Shareholders' Meetings of April 28, 2020, April 10, 2019, April 11, 2018, April 11, 2017, April 12, 2016, and April 23, 2015, and defined in order to assign free shares to selected resources of FinecoBank, according to the procedures described below and subject to the achievement of specific performance objectives:
Pursuant to the definition set forth in article 84-bis of the issuer regulations, the above-mentioned incentive plans, in consideration of their beneficiaries, are considered "relevant plans".
In compliance with the Bank of Italy provisions set forth in Circular 285, December 17th, 2013 (Section "Regulations on remuneration and incentive policies and practices of Banks and Banking groups") – 25° Update of October, 26, 2018, First Part, Title IV, Chapter 2, implementing the Capital Requirements Directive 2013/36/EU (CRD IV) and in line with the guidelines issued by European Banking Authority (EBA), FinecoBank defined compensation systems based on financial instruments in order to align shareholders and management interests, reward long-term value creation and share price appreciation and motivate and retain key resources of FinecoBank. For this purpose it was proposed the adoption of the Plan "2021 Incentive System" (hereinafter also "2020 System"), which provides for the allocation of an incentive – in cash and/or free Fineco ordinary shares – to be granted over a multi-year period, subject to the achievement of specific performance objectives.
The employees of FinecoBank benefiting from the 2021 Incentive System are 201 Identified Staff whose activities have impacts on the Bank's risks as specified in section 2.1.2.
On the basis of the criteria established by the Shareholders' Meeting, the Board of Directors will be in charge of identifying the actual beneficiaries belonging to the categories described in this section 2.1.
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of 2021 Incentive System.
The employees of FinecoBank that are defined as Identified Staff and benefit from the 2021 Incentive System are defined based on criteria provided by European Banking Authority (EBA) Regulatory Technical Standards issued on December 16, 2013, as follows:
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of 2021 Incentive System.
b) Other Executives with strategic responsibility over FinecoBank (not classified as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010), if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or Management Board, and to the General Manager of FinecoBank
None of FinecoBank Executives with strategic responsibility meet the description; therefore, no information is provided in connection thereto.
No individual controls FinecoBank and, therefore, no information is provided in connection thereto.
Amongst the beneficiaries of the 2021 Incentive System, along with the Chief Executive Officer and General Manager, there are no. 4 executives of FinecoBank with regular access to privileged information and who are authorized to take resolutions affecting the development and the prospects of FinecoBank:
1 The total number of Identified Staff of FinecoBank is 21, including the CEO of Fineco Asset Management DAC, who is beneficiary of FAM's 2021 Incentive System.
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the aggregate number of all Executives with strategic responsibility over the financial instrument issuer
This provision is not applicable.
There are no employees' categories to which different characteristics of the 2021 Incentive System apply.
The 2021 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to the Bank's results, adjusted in order to consider all risks in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole.
The 2021 Incentive System is compliant with FinecoBank Group Remuneration policy and with the national and international regulatory requirements providing for:
Individual bonuses will be allocated on the basis of the available bonus pool, individual performance evaluation and internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2022-2027) subject to continuous employment at each payment date as follows:
In the 2021 Incentive System the link between profitability, risk and reward is ensured by directly linking the bonus pool with Company results, cost of capital and the Bank's risk profiles as stated in the Risk Appetite Framework.
At this stage, the 2021 Incentive System does not state an exact indication of the value of free shares to be actually allocated to the beneficiaries, but rather it defines the maximum number of free shares to be issued with reference to the Plan. However, it establishes the criteria that the Board of Directors should follow, in the resolutions that after the Shareholders' Meeting approval will execute the Plan, to define the actual number of beneficiaries and the number of free shares to be granted.
The 2021 Incentive System provides that in 2022 the promise to pay the incentive in cash and shares will be formulated. The percentages of the payments in cash and shares are linked to the beneficiaries' categories as described hereafter.
The assessment of the "sustainable performance parameters" (entry and malus condition) and the risk-reward alignment are reviewed by the Remuneration Committee, by the Risk and Related Parties and defined by the Board of Directors.
At this stage, the 2021 Incentive System does not envisage the allocation of similar financial instruments.
The 2021 Incentive System design was not influenced by significant tax or accounting considerations.
The 2021 Incentive System is not currently funded by the Special Fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.
The Board of Directors, on January 19, 2021, approved the proposal related to the 2021 Incentive System to be submitted to the General Shareholder's Meeting called on April 28, 2021. Furthermore, the Board of Directors, in the same meeting, formulated the proposal to provide to the Board of Directors the delegation of power to carry out a free capital increase for the 2021 Incentive System, to be executed by 2026, with the possibility to submit to a future Shareholders' Meeting approval the proposal aimed at integrating this power to carry out a further capital increase for the 2021 Incentive System, in order to assign the last share instalment foreseen for 2027.
FinecoBank's '"Human Resources" is in charge of managing the 2021 Incentive System, as well as of defining Fineco's Compensation Policy.
FinecoBank keeps the power of amending and/or modify the 2021 Incentive System, and consequently its Guidelines, in case any regulatory changes will occur (for example with regard to labour law, tax law, company law, accountancy law, capital markets law, and/or with reference to the financial instruments discipline), and/or in case the regulations will be differently interpreted by the relevant authorities, and/or in case of any exceptional and unforeseeable event will have a relevant impact on FinecoBank Group, on the Company or on the market in which it operates.
The Board of Directors, heard the Remuneration Committee, can adequate the measurement of the performance targets and can apply further adjustments deemed necessary in order to take into account any operations that can have an impact on the stocks (such as, only as example, mergers, divisions, capital reductions through shares annulment due to losses, shares' nominal value reductions due to losses, capital increases, free or paid, offered with option rights to the shareholders as well as without option rights, to be freed also by mean of material contributions, grouping or fractioning of shares). In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the System, applying the adjustment factors recommended by the Supervisory Authorities.
The best solution identified to execute the 2021 Incentive System is to delegate to the Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share capital as described in the Director's Report presented to the Extraordinary Shareholders' Meeting called for on April 28, 2021 (in a single call).
In force of this delegation, the Board of Directors could resolve the following:
to carry out a free capital increase, on one or more occasions and for a maximum period of five years starting from the date of the Shareholders' resolution, pursuant to Article 2349 of the Italian Civil Code, for a maximum amount of Euro 143,131.89 (to be allocated in full to share capital at Euro 0.33 per share, corresponding to the nominal value per share), corresponding to up to 433,733 FinecoBank ordinary shares, to be granted to employees of FinecoBank. Such an increase in capital shall be carried out using the special reserve known as "Provisions Linked to the Medium-Term Incentive System for the staff of FinecoBank" set up for this purpose, which, if necessary, may be restored or increased by allocating a portion of the Company profits or a portion of available statutory reserves, formed from the distribution of company profits that shall be identified by the Board of Directors at the moment of share issuance;
with reference to section 2443 of Civil Code that provides that Directors can exercise the right to carry out a free capital increase for a maximum period of five years starting from the date when the Shareholders' Meeting resolution providing the delegation of power was registered and therefore, until 2026, in order to assign the last share instalment provided for 2027 it will be necessary to submit to a future Shareholders' Meeting approval a proposal aimed at integrating the delegation of power already provided to the Board of Directors in order to complete the execution of the 2021 System.
The number of shares to be allocated in the respective instalments (as described at paragraph 2.4.1.) shall be defined in 2022 based on the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that assesses 2021 performance results. The allocation of a maximum number of 541,828 FinecoBank free ordinary shares is proposed, representing about 0.09% of FinecoBank share capital, also considering a residual amount of FinecoBank ordinary shares for the possible hiring of Identified Staff from the market and/or severance.
Over the period 2023-2027 the remaining amount of the overall incentive will be paid in several instalments in cash and/or FinecoBank free ordinary shares; each tranche will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Audit, Bank of Italy, Consob and/or other local authorities).
Share allocation is subject to a 1-year retention period.
In the determination of the proposal submitted to the Shareholders' Meeting, the Board of Directors identified the essential characteristics of the 2021 Incentive System, unanimously approved, following the guidelines and criteria set out by FinecoBank's Remuneration Committee.
Since the Chief Executive Officer and General Manager of FinecoBank is among the potential beneficiaries of the 2021 Incentive System, he did not participate in the definition of the 2021 Incentive System.
The Board of Directors, on January 19, 2021 approved the proposal related to the 2021 Incentive System to be submitted to FinecoBank Shareholders' Meeting.
Furthermore, in exercising the delegation received by the Shareholders' Meeting, as described in point 2.3.1, the Board of Directors will resolve in one or more occasions to allocate the financial instruments related to the 2021 Incentive System.
The Remuneration Committee on January 15, 2021 positively resolved upon the criteria and the methodology elaborated for the definition of the 2021 Incentive System, sharing the reasons and motivations.
The market price of Fineco ordinary shares, registered on the date the Board of Directors approved the 2021 Incentive System (January 19, 2021) is equal to € 13.490 and that of the date of the positive opinion released by the Remuneration Committee of FinecoBank (January 15, 2021) is equal to € 13.685.
2.3.9 In which terms and how FinecoBank takes into account, in the determination of the timeframe for the assignment of the plans, the possible time-coincidence between:
In relation to the foregoing, is to be noted that the resolution of the Board of Directors that approved the proposal to be submitted to the Shareholders' Meeting, was communicated to the markets, in compliance with the current regulations. Similarly, further disclosure to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors in relation to the 2021 Incentive System.
The resolutions related to the incentive plans based on financial instruments are first examined by the Remuneration Committee of FinecoBank in order to provide a positive opinion to the Corporate Bodies; the disclosure to the market occurs, if required, after the relevant resolution of the Board of Directors.
Individual bonuses will be allocated on the basis of available bonus pool, individual performance evaluation and internal benchmarking for specific roles.
The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and defined under the responsibility and governance of the Board of Directors.
The 2021 Incentive System provides that in 2022 the Board of Directors – once verified the achievement of the goals defined for 2021 – will define the percentage of payments in cash and shares established for each category of beneficiaries, as illustrated in the table below:
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | |
|---|---|---|---|---|---|---|
| CEO/GM and other roles provided by law with a "significant amount"2 of variable pay |
20% cash |
20% shares |
12% cash |
12% shares |
12% shares |
12% cash 12% shares |
| Other roles provided by law3 without a "significant amount" of variable pay |
25% cash |
25% shares |
10% cash |
10% shares |
10% shares | 10% cash 10% shares |
| Other Identified Staff without a "significant amount" of variable pay |
30% cash |
30% shares |
10% shares |
10% cash 10% shares |
10% cash | - |
The number of shares to be allocated in the respective instalments shall be defined in 2021, on the basis of the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that evaluates the 2021 performance results. The maximum number of Fineco free ordinary shares to be issued within the 2021 System is estimated at 541,828 representing about 0.09% of FinecoBank share capital, also considering a residual amount of FinecoBank ordinary shares for the possible hiring of Identified Staff from the market and/or severance.
Pay-outs in shares comply with the applicable regulatory provisions in terms of holding period.
Incentive pay-outs shall be made over a multi-year period (2022-2027) in a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares, subject to what mentioned above and continuous employment at each date of payment. The free shares related to the 2021 Incentive System will be allocated by FinecoBank in multiple instalments (as shown in the table above) subject to the Board assessment in 2022 of achievement of the 2021 goals.
The 2021 Incentive System will lapse by July 2027.
The maximum number of Fineco free ordinary shares is estimated at 541,828, representing about 0.09% of FinecoBank share capital, also considering a residual amount of FinecoBank ordinary shares for the possible hiring of Identified Staff from the market and/or severance.
For the assignment of the last instalment of shares planned for 2027 it will be submitted to one of the future Shareholders' Meetings the proposed integration of the power of attorney, already provided to the Board of Directors, for a capital increase to complete the execution of the above mentioned 2021 System.
At this stage it is not possible to indicate the maximum number of free shares allocated in each fiscal year during the life of the 2021 Incentive System, since the actual definition will be carried out by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.
2 I.e. EUR 430,000, equal to 25% of the total remuneration of the Italian High Earners according to the latest EBA report available (Benchmarking and high earners report). The threshold includes both short-term and a pro-quota of the long-term variable remuneration and it is lower than 10x the average employee total remuneration. As required (Circolare 285/2013), such threshold is valid of r2019-2021.
3 Eg. For instance the first reporting line of the CEO and General Manager.
2.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results
Bonus pool is defined as a percentage of the specific funding KPI (Net Operating Profit, net of Provisions for Risk and Charges, corresponding to Profit Before Tax), taking into consideration the "Entry Conditions" criteria assessment (based on the risk-adjusted forecasted results) and the risk assessment.
The Entry Conditions are the mechanism that determines the possible application of the malus clause (Zero Factor) on the basis of Fineco's performance indicators in terms of profitability, capital and liquidity. Based on final actual results, the 2021 bonus pool may be zeroed, while previous systems deferrals could be reduced by 50% to 100% of their value.
In order to align to regulatory requirements, if the set KPIs are not met, a Zero Factor will apply to the Identified Staff population, whereas for the rest of the population, a significant reduction will be applied. To be noted that a floor might be defined for retention purposes and in order to maintain the minimum pay levels needed to play in the market. In case Zero Factor is not activated, bonus pool adjustments will be applied within predefined ranges based on the assessment of performance and risk factors.
The 2021 Incentive System provides for the free FinecoBank ordinary shares that will be allocated to be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods, as described in section 2.2.1.
2.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options
In accordance with national regulatory guidelines and the 2021 Remuneration policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements. Involvement in any form of hedging transaction shall be considered in breach of the Bank compliance policies and therefore the relevant rights under the plan shall automatically expire.
The 2021 Incentive System provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the 2021 System, the termination of the working relationship between any beneficiary and the Bank, as cause for the expiring of the right to receive the free shares, coherently with the Plan rules.
The 2021 Incentive System does not provide for any provision that may trigger its cancellation.
2.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by FinecoBank, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights
The 2021 Incentive System does not provide for the redemption by FinecoBank of the free shares.
The 2021 Incentive System does not provide for a loan or other special terms for the purchase of the shares.
The estimation of the overall cost expected by FinecoBank in relation to the 2021 Incentive System at the grant date of the free shares, was made on the basis of the IAS principles, considering the accounting assumptions on the probability to achieve the performance targets related to the allocation of the free shares.
On the basis of these estimations, the overall expected cost for FinecoBank (IAS cost) based on the effective performance conditions met, could be equal to € 4,703,557.88 to be split in 6 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2021 Incentive System, since the definition of the actual incentive to be allocated is subject to the Board of Directors resolution.
The maximum impact of the 2021 Incentive System on FinecoBank share capital shall be approx. 0.09% if all free shares will be allocated employees.
At this stage, the 2021 Incentive System does not provide for any limitation to the voting or economic rights of the shares allocated.
The 2021 Incentive System provides only for the use of shares negotiated on regulated markets.
The 2021 Incentive System does not provide for options.
The 2021 Incentive System does not provide for options.
The 2021 Incentive System does not provide for options.
The 2021 Incentive System does not provide for options.
The 2021 Incentive System does not provide for options.
The 2021 Incentive System does not provide for options.
The 2021 Incentive System does not provide for options.
In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the System, applying the adjustment factors recommended by the Supervisory Authorities.
In compliance with the Bank of Italy provisions set forth in Circular 285, December 17, 2013 (Section "Regulations on remuneration and incentive policies and practices of Banks and Banking groups") – 25° Update of October 26, 2018, First Part, Title IV, Chapter 2, implementing the Capital Requirements Directive 2013/36/EU (CRD IV), for what concerns compensation systems it was proposed the adoption of the Plan "2021 Incentive System for Financial Advisors belonging to Identified Staff". The Plan provides for the allocation, to selected Financial Advisors belonging to Identified Staff, of an incentive – in cash and FinecoBank ordinary shares – to be granted in a multi-year period, subject to the achievement of specific objectives.
The total estimated number of beneficiaries of Financial Advisors of FinecoBank that benefit from the 2021 Incentive System PFA, as on the date of January 19, 2021, is 10 Identified Staff whose activities have impacts on Bank's risks based on criteria provided by European Banking Authority (EBA) Regulatory Technical Standards issued on December 16, 2013. In particular, the following criteria were applied:
There are no members of the Board of Directors benefiting from the 2021 Incentive System PFA; therefore, this provision is not applicable.
3.1.2 The categories of employees or independent contractors of FinecoBank and companies controlling or controlled by this issuer
There are no employees of FinecoBank benefiting from the 2021 Incentive System PFA; therefore, this provision is not applicable.
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is not among the beneficiaries of 2021 Incentive System PFA.
b) other Executives with strategic responsibility over FinecoBank not classified as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or Management Board, and to the General Manager of FinecoBank
None of FinecoBank Executives meet the description; therefore this provision is not applicable.
c) natural persons controlling FinecoBank, who are employee or independent contractor of FinecoBank
No individual controls FinecoBank and meet the description; therefore, this provision is not applicable.
a) Executives with strategic responsibility other than those specified under lett. b) of paragraph 3.1.3
None of FinecoBank Executives meet the description; therefore, this provision is not applicable.
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the aggregate number of all Executives with strategic responsibility of the financial instrument issuer
This provision is not applicable.
c) other categories of employees or independent contractors for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.)
No classes of employees meet the description; therefore, this provision is not applicable.
The 2021 Incentive System PFA aims to retain and motivate beneficiary Advisors in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to the Bank's results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole.
The 2021 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the national and international regulatory requirements providing for:
Individual bonuses will be allocated based on the available bonus pool, the assessment of individual performanceand internal benchmarking for specific roles.
Total incentive pay-out as defined will be made over a multi-year period (2022-2026), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
In 2021 Incentive System PFA the link between profitability, risk and reward is ensured by linking directly the bonus pool with Company results, cost of capital and risk profiles relevant for the Bank as stated in the Risk Appetite Framework.
At this stage, the 2021 Incentive System PFA does not contain an exact indication of the value of free shares to be actually allocated to the beneficiaries, but rather it defines the maximum number of the free shares to be issued withinthe Plan. The criteria that the Board of Directors should follow - in the resolutions that after the Shareholders' Meeting approval will execute the Plan- to define the actual number of beneficiaries and the number of free shares to be granted are already established.
The 2021 Incentive System PFA provides that in 2022 the promise to pay the incentive in cash and shares will be formulated.
The final evaluation of sustainable performance parameters (entry and malus condition) and risk-reward alignment are reviewed by the Remuneration Committee and by the Risk and Related Parties Committee and defined by the Board of Directors.
3.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by FinecoBank, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments
The 2021 Incentive System PFA does not contemplate the allocation of similar financial instruments.
The 2021 Incentive System PFA definition was not influenced by significant tax or accounting considerations.
The 2021 Incentive System PFA currently is not supported by the Special Fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.
.
The Board of Directors, on January 19, 2021, approved the proposal related to the 2021 Incentive System PFA to be submitted to the General Shareholder's Meeting called on April 28, 2021. Furthermore, the Board of Directors, in the same meeting, formulated the proposal to provide the delegation of power to purchase and to dispose of treasury shares, after having received the necessary authorization of the Regulator.
"Human Resources" function and "Network Controls, Monitoring and Service Department" function of FinecoBank are in charge of managing the 2021 Incentive System PFA, as well as of defining Fineco's compensation policies for Financial Advisors.
FinecoBank keeps the power of amending and/or modify the 2021 Incentive System PFA, and consequently its Guidelines, in case any regulatory changes will occur (for example with regard to labour law, tax law, company law, accountancy law, capital markets law, and/or with reference to the financial instruments discipline), and/or in case the regulations will be differently interpreted by the relevant authorities, and/or in case of any exceptional and unforeseeable event will have a relevant impact on FinecoBank Group, on the Company or on the market in which it operates.
The Board of Directors, heard the Remuneration Committee, can adequate the measurement of the performance targets and can apply further adjustments deemed necessary in order to take into account any operations that can have an impact on the stocks (such as, only as example, mergers, divisions, capital reductions through shares annulment due to losses, shares' nominal value reductions due to losses, capital increases, free or paid, offered with option rights to the shareholders as well as without option rights, to be freed also by mean of material contributions, grouping or fractioning of shares). In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the System, applying the adjustment factors recommended by the Supervisory Authorities.
To execute the 2021 Incentive System PFA, in 2022 the Board of Directors will define the number of shares to assign for the 2nd, 3rd and 4th instalments (as described in paragraph 3.4.1), based on the arithmetic mean of the official share closing price on each trading day at the electronic stock market organised and managed by Borsa Italiana S.p.A., during the month following the Board's resolution that assesses the 2021 performance results.
The maximum number of Fineco free ordinary shares is estimated at 203,773, representing about 0,03% of FinecoBank share capital that will be purchased from the market, after having received the necessary authorization of the Regulator.
Over the period 2023-2026 each instalments of shares assigned will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Internal Audit, Consob and/or analogous local authorities).
Distribution of shares payments takes into account the applicable regulatory requirements regarding the application of retention periods.
In the determination of the proposal submitted to the Shareholders' Meeting, the Board of Directors identified the essential characteristics of the 2021 Incentive System PFA, unanimously approved, following the guidelines and criteria elaborated by the Remuneration Committee of FinecoBank.
Since the Chief Executive Officer and General Manager of FinecoBank is not among the potential beneficiaries of the 2021 Incentive System PFA, he participated in the definition of this plan.
The Board of Directors, on January 19, 2021 approved the proposal related to the 2021 Incentive System PFA to be submitted to FinecoBank Shareholders' Meeting.
The Remuneration Committee on January 15, 2021 positively resolved upon the criteria and the methodology elaborated for the definition of the 2021 Incentive System PFA, sharing the reasons and motivations thereof.
The market price of FinecoBank ordinary share, registered on the date of Board of Directors approval of 2021 Incentive System PFA proposal (January 19, 2021) is equal to € 13.490 and on the date of the decision made by the Remuneration Committee of FinecoBank (January 15, 2021) is equal to € 13.685.
3.3.9 In which terms and how FinecoBank takes into account, in the determination of the timeframe for the assignment of the plans, the possible time-coincidence between:
In relation to the foregoing, it is noted that the resolution of the Board of Directors, which approved the proposal to be submitted to the Shareholders' Meeting, was communicated to the markets in compliance with the current regulations. It is also noted that analogous disclosure to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors of the 2021 Incentive System PFA.
The resolutions related to the incentive plans based on financial instruments are firstly examined by the Remuneration Committee of FinecoBank in order to provide a positive opinion to the Corporate Bodies; the information to the market is given, if needed, after the relevant resolution of the Board of Directors.
Individual bonuses will be allocated based on available bonus pool and individual performance evaluation.
The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and by the Risks and Related parties Committee and defined under the responsibility and governance of the Board of Directors.
The 2021 Incentive System PFA provides that in 2022 the Board of Directors – once verified the achievement of the goals defined for 2021 – will define the payments in cash and shares, as illustrated in the table below:
| 2022 | 2023 | 2024 | 2025 | 2026 | |
|---|---|---|---|---|---|
| Financial Advisors belonging to Identified Staff with a significant amount4 of total variable remuneration |
20% cash | 5% cash 20% shares |
5% cash 15% shares |
10% cash 15% shares |
10% cash |
| Other Financial Advisors belonging to Identified Staff without a significant amount of total variable remuneration |
30% cash | 30% shares | 10% shares | 10% cash 10% shares |
10% cash |
The number of ordinary shares to be allocated through the second, the third and the fourth instalments will be defined in 2022, based on the arithmetic mean of the official closing price of FinecoBank ordinary shares during the month following the Board resolution that verifies 2021 performance results.
The maximum number of FinecoBank free ordinary shares is estimated at 203,773, representing about 0,03% of FinecoBank share capital.
Pay-outs in shares comply with the applicable regulatory provisions in terms of holding period.
Incentive pay-outs shall be made over a multi-year period (2022-2026) in a balanced structure of upfront (following the moment of performance evaluation) and deferred payments, in cash and in shares, subject to what mentioned above and continuous employment at each payment date. FinecoBank will allocate shares linked to the 2021 Incentive System PFA in multiple instalments (as shown in the table above), subject to the Board assessment in 2022 of the achievement of the 2021 goals.
The 2021 Incentive System PFA will lapse by July 2026.
The maximum number of FinecoBank free ordinary shares is estimated at 203,773, representing about 0,03% of FinecoBank share capital.
At this stage, it is not possible to indicate the maximum number of shares allocated in each fiscal year during the life of the 2021 Incentive System PFA, since the actual definition will be done by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.
4 i.e. 430,000 €, equal to 25% of the total remuneration of the Italian High Earners according to the EBA report (Benchmarking and High Earners Report). The threshold includes both the short-term variable remuneration and the annual portion of the long-term variable remuneration, and it is equal to less than 10x the overall average remuneration of the Bank's employees. As required by the regulatory provisions (Circular 285/2013), the threshold has been defined for the three-year period 2019-2021.
3.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results
The Bonus pool is defined as a percentage of the specific funding KPI (Net Operating Profit, net of Provisions for Risk and Charges, corresponding to Profit Before Tax), taking into consideration the assessment of the "Entry Conditions" criteria(based on risk-adjusted forecasted results,) e and risk and performance assessment.
The Entry Conditions are the mechanism that determines the possible application of the malus clause (Zero Factor) on the basis of performance indicators with respect to Fineco's capital, profitability and liquidity defined . In particular, the bonus pool of 2021 will be zeroed.
In order to align to regulatory requirements, in case set KPIs are not met, a Zero Factor will apply to the Identified Staff population whereas for the rest of the population, a significant reduction will be applied. A floor might be defined for retention purposes and in order to maintain the minimum pay levels needed to play in the market. In case the Zero Factor is not activated, bonus pool adjustments will be applied within respective ranges based on the assessment of performance and risk factors.
3.4.6 Indication of the restrictions on the availability of the financial instruments allocated under the plan or of the financial instruments relating to the exercise of the options, with particular reference to the time limits within which the subsequent transfer of the stocks to the issuer or third parties is permitted or prohibited
The 2021 Incentive System PFA provides that the FinecoBank ordinary shares that will be allocated will be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods, as described in section 3.2.1.
3.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options
In accordance with national regulatory guidelines and the 2021 Remuneration policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements.
The 2021 Incentive System PFA provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the System itself, the termination of the agency relationship of beneficiary with the Bank, as cause for the expiring of the right to receive the free ordinary shares, coherently with the Plan rules.
The 2021 Incentive System PFA does not provide for any provision that may trigger its cancellation.
3.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by FinecoBank, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights
The 2021 Incentive System PFA does not provide for the redemption by FinecoBank.
3.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code
The 2021 Incentive System PFA does not provide for a loan or other special terms for the purchase of the shares.
The estimation of the overall cost expected by FinecoBank in relation to the 2021 Incentive System PFA at the share grant date was made on the basis of the IAS principles, considering the accounting assumptions on the probability to achieve the performance targets related to the allocation of the shares.
On the basis of these estimations, the overall expected cost for FinecoBank (IAS cost) on the basis of the effective performance conditions met, could be equal to € 1,750,000 to be split in 5 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2021 Incentive System PFA, since the definition of the actual incentive to be allocated is subject to the Board of Directors resolution.
Considering that the shares for 2021 Incentive System PFA will be purchased from the market, no impact on FinecoBank share capital ist foreseen.
At this stage, the 2021 Incentive System PFA does not provide for any limitation to the voting or economic rights for the shares allocated.
3.4.15 In the event the stocks are not negotiated on a regulated market, any and all information necessary for a complete evaluation of the value attributable to them
The 2021 Incentive System PFA provides only for the use of FinecoBank ordinary shares negotiated on regulated markets.
The 2021 Incentive System PFA does not provide for options.
The 2021 Incentive System PFA does not provide for options.
The 2021 Incentive System PFA does not provide for options.
3.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:
a) the formula for the calculation of the exercise price in connection with the fair market value, and to
b) the modalities for the calculation of the market price assumed as basis for the calculation of the exercise price
The 2021 Incentive System PFA does not provide for options.
3.4.20 In case the strike price is different from the fair market value as determined pursuant to point 3.4.19.b, the indication of the reasons for such difference
The 2021 Incentive System PFA does not provide for options.
3.4.21 The criteria justifying differences in the exercise prices between the relevant beneficiaries or class of beneficiaries The 2021 Incentive System PFA does not provide for options.
3.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination
The 2021 Incentive System PFA does not provide for options.
3.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the System, applying the adjustment factors recommended by the Supervisory Authorities.
In compliance with the Bank of Italy provisions set forth in Circular 285, December 17th, 2013 (Section "Regulations on remuneration and incentive policies and practices of Banks and Banking groups") – 25° Update of October, 26, 2018, First Part, Title IV, Chapter 2, implementing the Capital Requirements Directive 2013/36/EU (CRD IV) and in line with the guidelines issued by European Banking Authority (EBA), FinecoBank defined compensation systems based on financial instruments in order to align shareholders and management interests, reward long-term value creation and share price appreciation and motivate and retain key resources of FinecoBank. For this purpose it was proposed the adoption of the "2021-2023 Long Term Incentive Plan" (hereinafter also "2021-2023 LTI Plan"), which provides for the allocation of an incentive – in cash and/or free Fineco ordinary shares – to be granted over a multi-year period, subject to the achievement of specific performance objectives.
As of January 19, 2021, the employees of the Group benefiting from the 2021-2023 LTI Plan are estimated in 100 employees selected among the "key" resources, including the Executives with strategic responsibility. The Heads of Control Functions are excluded, since a limit equal to 1/3 is provided between their variable and fixed remuneration.
On the basis of the criteria established by the Shareholders' Meeting, the Board of Directors will be in charge of identifying the actual beneficiaries belonging to the categories described in this section 4.1.
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of the 2021-2023 LTI Plan.
As of January 19, 2021, the employees of the Group benefiting from the 2021-2023 LTI Plan are estimated in 100 employees selected among the "key" resources, including the Executives with strategic responsibility. The Heads of Control Functions are excluded, since a limit equal to 1/3 is provided between their variable and fixed remuneration.
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of the 2021-2023 LTI Plan.
d) Other Executives with strategic responsibility over FinecoBank (not classified as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010), if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or Management Board, and to the General Manager of FinecoBank
None of FinecoBank Executives with strategic responsibility meet the description; therefore, no information is provided in connection thereto.
No individual controls FinecoBank and, therefore, no information is provided in connection thereto.
Amongst the beneficiaries of the 2021-2023 LTI Plan, along with the Chief Executive Officer and General Manager, there are no. 4 executives of FinecoBank with regular access to privileged information and who are authorized to take resolutions affecting the development and the prospects of FinecoBank:
the Deputy General Manager and Head of Global Banking Services, Mr. Fabio Milanesi;
the Deputy General Manager and Head of Global Business, Mr. Paolo Di Grazia;
the Deputy General Manager and Head of Commercial PFA Network & Private Banking, Mr. Mauro Albanese;
the Chief Financial Officer, Mrs. Lorena Pelliciari.
e) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the aggregate number of all Executives with strategic responsibility over the financial instrument issuer
This provision is not applicable.
f) other categories of employees for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.)
There are no employees' categories to which different characteristics of the 2021-2023 LTI Plan apply.
The 2021-2023 LTI Plan aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to the Bank's results, adjusted in order to consider all risks in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole.
The 2021-2023 LTI Plan is compliant with FinecoBank Group Remuneration policy and with the national and international regulatory requirements providing for:
The individual bonuses will be assigned in relation to Performance goals at Bank level such as ROAC, Net Sales of AUM, Cost Income Ratio, Cost of Risk on commercial loans, customer satisfaction, people engagement and ESG rating for all new funds. The performance targets assessment will be based on progressive thresholds, which will correspond to increasing percentages of bonuses from 0 to 100% with a linear progression.
The maximum number of shares to be allocated in the respective instalments – at the conditions stated above – will be defined in 2021, based on the arithmetic mean of the official closing market price of FinecoBank ordinary shares during the month preceding the Board resolution that will execute the Shareholders Meeting resolution related to the Plan.
The bonus will be paid starting from 2024, according to the provisions explained further in the document, the individual compliance conditions and the employment continuity being verified, the Entry or Malus Conditions being assessed and the risk adjustment being carried out.
Each bonus payout is subject to an individual claw-back clause.
At this stage, the 2021-2023 LTI Plan does not state an exact indication of the value of free shares to be actually allocated to the beneficiaries, but rather it defines the maximum number of free shares to be issued with reference to the Plan. However, it establishes the criteria that the Board of Directors should follow, in the resolutions that after the Shareholders' Meeting approval will execute the Plan, to define the actual number of beneficiaries and the number of free shares to be granted.
The 2021-2023 LTI Plan provides that in 2021 the promise to pay the incentive in cash and shares will be formulated. The percentages of the payments in cash and shares are linked to the beneficiaries' categories as described hereafter.
The assessment of the "sustainable performance parameters" (entry and malus condition) and the risk-reward alignment are reviewed by the Remuneration Committee, by the Risk and Related Parties and defined by the Board of Directors.
4.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by FinecoBank, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments
At this stage, the 2021-2023 LTI Plan does not envisage the allocation of similar financial instruments.
The 2021-2023 LTI Plan design was not influenced by significant tax or accounting considerations.
The 2021-2023 LTI Plan is not currently funded by the Special Fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.
The Board of Directors, on January 19, 2021, approved the proposal related to the 2021-2023 LTI Plan to be submitted to the General Shareholder's Meeting called on April 28, 2021. Furthermore, the Board of Directors, in the same meeting, formulated the proposal to provide to the Board of Directors the delegation of power to carry out a free capital increase for the 2021-2023 LTI Plan, to be executed by 2026, with the possibility to submit to a future Shareholders' Meeting approval the proposal aimed at integrating this power to carry out a further capital increase for the 2021-2023 LTI Plan, in order to assign the last three share instalments foreseen for 2027, 2028 and 2029.
FinecoBank's '"Human Resources" is in charge of managing the 2021-2023 LTI Plan, as well as of defining Fineco's Compensation Policy.
FinecoBank keeps the power of amending and/or modify the 2021-2023 LTI Plan, and consequently its Guidelines, in case any regulatory changes will occur (for example with regard to labour law, tax law, company law, accountancy law, capital markets law, and/or with reference to the financial instruments discipline), and/or in case the regulations will be differently interpreted by the relevant authorities, and/or in case of any exceptional and unforeseeable event will have a relevant impact on FinecoBank Group, on the Company or on the market in which it operates.
The Board of Directors, heard the Remuneration Committee, can adequate the measurement of the performance targets and can apply further adjustments deemed necessary in order to take into account any operations that can have an impact on the stocks (such as, only as example, mergers, divisions, capital reductions through shares annulment due to losses, shares' nominal value reductions due to losses, capital increases, free or paid, offered with option rights to the shareholders as well as without option rights, to be freed also by mean of material contributions, grouping or fractioning of shares). In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the Plan, applying the adjustment factors recommended by the Supervisory Authorities.
The best solution identified to execute the 2021-2023 LTI Plan is to delegate to the Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share capital as described in the Director's Report presented to the Extraordinary Shareholders' Meeting called for on April 28, 2021 (in a single call).
In force of this delegation, the Board of Directors could resolve the following:
The number of shares to be allocated in the respective instalments (as described at paragraph 4.4.1.) shall be defined in 2021 based on the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that will execute the Shareholders' Meeting decision on the Plan. The allocation of a maximum number of 1,450,382 FinecoBank free ordinary shares is estimated, representing about 0.24% of FinecoBank share capital.
The maximum number of shares to be awarded following the achievement of the Entry Conditions, the risk adjustment and the assessment of the performance targets will be determined in 2024.
Over the deferral period, each instalment of FinecoBank ordinary awarded will be subject to Malus conditions referring to the corresponding year (2024- 2027), to the employment continuity condition and to the assessment of each beneficiary's behaviour in compliance with the code of conduct, considering also the gravity of any internal/external findings (e.g. Internal Audit, Bank of Italy, Consob and/or other local authorities).
For the Beneficiaries of the Plan included in Identified Staff a holding period on the shares is provided, according to the regulatory provisions in force.
In the determination of the proposal submitted to the Shareholders' Meeting, the Board of Directors identified the essential characteristics of the 2021- 2023 LTI Plan, unanimously approved, following the guidelines and criteria set out by FinecoBank's Remuneration Committee.
Since the Chief Executive Officer and General Manager of FinecoBank is among the potential beneficiaries of the 2021-2023 LTI Plan, he did not participate in the definition of the proposal.
The Board of Directors, on January 19, 2021 approved the proposal related to the 2021-2023 LTI Plan to be submitted to FinecoBank Shareholders' Meeting.
Furthermore, in exercising the delegation received by the Shareholders' Meeting, as described in point 4.3.1, the Board of Directors will resolve in one or more occasions to allocate the financial instruments related to the 2021-2023 LTI Plan.
The Remuneration Committee on January 15, 2021 positively resolved upon the criteria and the methodology elaborated for the definition of the 2021- 2023 LTI Plan, sharing the reasons and motivations.
The market price of Fineco ordinary shares, registered on the date the Board of Directors approved the 2021-2023 LTI Plan (January 19, 2021) is equal to € 13.490 and that of the date of the positive opinion released by the Remuneration Committee of FinecoBank (January 15, 2021) is equal to € 13.685.
4.3.9 In which terms and how FinecoBank takes into account, in the determination of the timeframe for the assignment of the plans, the possible time-coincidence between:
iii) such assignment or the decision, if any, adopted thereon by the Remuneration Committee, and
iv) the dissemination of relevant information, if any, pursuant to sect. 114, paragraph 1 of Legislative Decree 58/98; for instance, in cases in which such information is:
In relation to the foregoing, is to be noted that the resolution of the Board of Directors that approved the proposal to be submitted to the Shareholders' Meeting, was communicated to the markets, in compliance with the current regulations. Similarly, further disclosure to the market, if required, will be made available upon any other following resolution adopted by the Board of Directors in relation to the 2021-2023 LTI Plan.
The resolutions related to the incentive plans based on financial instruments are first examined by the Remuneration Committee of FinecoBank in order to provide a positive opinion to the Corporate Bodies; the disclosure to the market occurs, if required, after the relevant resolution of the Board of Directors.
The final evaluation of sustainable performance parameters and risk-reward alignment will be reviewed by the Remuneration Committee and defined under the responsibility and governance of the Board of Directors.
The 2021-2023 LTI Plan provides that individual bonuses will be paid over multiple years according to the beneficiary category and the relevant provisions, as illustrated in the table below:
| 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | |
|---|---|---|---|---|---|---|
| CEO/GM | 10% | 30% | 30% | 15% | 15% | |
| Executives with strategic responsibility |
40% | 15% | 15% | 15% | 15% | |
| Other Identified Staff | 40% | 20% | 20% | 20% | - | |
| Non-Identified Staff | 40% | 20% | 20% | 20% | - | - |
The number of shares to be allocated in the respective instalments, based on the performance assessment, shall be defined in 2021, on the basis of the arithmetic mean of the official market closing prices of Fineco ordinary shares during the month preceding the Board resolution that will execute the Shareholders' Meeting decision on the Plan. The maximum number of FinecoBank free ordinary shares to be issued within the 2021-2023 LTI Plan is estimated at 1,450,382 representing about 0.24% of FinecoBank share capital.
Pay-outs in shares comply with the applicable regulatory provisions in terms of holding period for the Identified Staff beneficiaries.
Incentive pay-outs shall be made over a multi-year period (2024-2029) in a balanced structure of upfront (following the moment of performance evaluation) and deferred payments in shares, subject to what mentioned above and continuous employment at each date of payment. The free shares related to the 2021-2023 LTI Plan will be allocated by FinecoBank in multiple instalments (as shown in the table above), with the 2021-2023 three-year targets being assessed in 2024 by the Board of Directors.
The 2021-2023 LTI Plan will lapse by July 2029.
The maximum number of Fineco free ordinary shares is estimated at 1,450,382, representing about 0.24% of FinecoBank share capital, also considering a residual amount of FinecoBank ordinary shares for the possible hiring of Identified Staff from the market and/or severance.
For the assignment of the last three instalments of shares planned for 2027, 2028 and 2029, it will be submitted to one of the future Shareholders' Meetings the proposed integration of the power of attorney, already provided to the Board of Directors, for a capital increase to complete the execution of the above mentioned 2021-2023 LTI Plan.
At this stage it is not possible to indicate the maximum number of free shares allocated in each fiscal year during the life of the 2021-2023 LTI Plan, since the actual definition will be carried out by the Board of Directors on the basis of the criteria approved by the Shareholders' Meeting.
In order to align to regulatory requirements, appropriate Entry Conditions are defined, which will be assessed over the performance period of the Plan and which will confirm, reduce or zero the individual bonus. Malus Conditions are defined as well, which will be measured over the deferral period provided for the bonus and which will confirm, reduce or zero the deferred instalments.
In full respect of the regulatory provisions in force, and with the purposes mentioned above, specific profitability, capital solidity and liquidity indicaters have been defined.
The 2021-2023 LTI Plan provides for the free FinecoBank ordinary shares that will be allocated to be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods, as described in section 4.2.1.
In accordance with national regulatory guidelines and the 2021 Remuneration policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements. Involvement in any form of hedging transaction shall be considered in breach of the Bank compliance policies and therefore the relevant rights under the plan shall automatically expire.
The 2021-2023 LTI Plan provides that the Board of Directors will have the faculty to identify, in the resolution that will execute the Plan itself, the termination of the working relationship between any beneficiary and the Bank or any other Company of the Group, as cause for the expiring of the right to receive the free shares, coherently with the Plan rules.
The 2021-2023 LTI Plan does not provide for any provision that may trigger its cancellation.
4.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by FinecoBank, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights
The 2021-2023 LTI Plan does not provide for the redemption by FinecoBank of the free shares.
The 2021-2023 LTI Plan does not provide for a loan or other special terms for the purchase of the shares.
The estimation of the overall cost expected by FinecoBank in relation to the 2021-2023 LTI Plan at the grant date of the free shares, was made on the basis of the IAS principles, considering the accounting assumptions on the probability to achieve the performance targets related to the allocation of the free shares.
On the basis of these estimations, the overall expected cost for FinecoBank (IAS cost) based on the effective performance conditions met, could be equal to € 8,816,004.08 to be split over 7 years. Nevertheless, at this stage it is not possible to define the exact cost in each year of life of the 2021-2023 LTI Plan, since the definition of the actual incentive to be allocated is subject to the Board of Directors resolution.
The maximum impact of the 2021-2023 LTI Plan on FinecoBank share capital shall be approx. 0.24% if all free shares will be allocated employees.
At this stage, the 2021-2023 LTI Plan does not provide for any limitation to the voting or economic rights of the shares allocated.
The 2021-2023 LTI Plan provides only for the use of shares negotiated on regulated markets.
The 2021-2023 LTI Plan does not provide for options.
The 2021-2023 LTI Plan does not provide for options.
The 2021-2023 LTI Plan does not provide for options.
4.4.19 The strike price of the options or the criteria and modalities for its determination, with respect in particular to:
The 2021-2023 LTI Plan does not provide for options.
4.4.20 In case the strike price is different from the fair market value as determined pursuant to point 4.4.19.b, the indication of the reasons for such difference
The 2021-2023 LTI Plan does not provide for options.
The 2021-2023 LTI Plan does not provide for options.
4.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination
The 2021-2023 LTI Plan does not provide for options.
4.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options
In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the Plan, applying the adjustment factors recommended by the Supervisory Authorities.
With reference to the Board of Directors' resolutions of:
for the execution of 2020 Incentive System PFA, of 2020 Incentive System, 2019 Incentive System PFA, of 2019 Incentive System, of 2018 Incentive System PFA, of 2018 Incentive System, of LTI Plan 2018 – 2020 LTI plan for personal financial advisors "identified staff", of 2018-2020 LTI plan for FinecoBank employees, of 2017 Incentive System PFA, of 2017 Incentive System, of 2016 Incentive System PFA, of 2016 Incentive System, 2015 Incentive System (hereinafter "FinecoBank Compensation Systems"), approved by the Shareholders' Meetings of April 28, 2020, April 10, 2019, April 11, 2018, April 11, 2017, April 12, 2016 and April 23, 2015, the following beneficiaries were identified for the respective plans:
2016 Incentive System PFA, foresees an incentive payable in cash and/or ordinary shares for the Financial Advisors Identified Staff of FinecoBank over a multi-year period of maximum 5 years (2017-2021), after the verification of the achievement of specific performance goals, of entry conditions and of individual requirements (continuous employment and no compliance breach);
2016 Incentive System, distinguished in two different plans depending on the category of beneficiaries, foresees an incentive payable in cash and/or free FinecoBank ordinary shares – for the employees Identified Staff of FinecoBank over a multi-year period of maximum 6 years (2017- 2022), after the verification of the achievement of specific performance goals, of entry conditions and of individual requirements (continuous employment and no compliance breach);
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of the 2020 Incentive System, 2019 Incentive System, the 2018 Incentive System, the 2018-2020 LTI Plan, the 2017 Incentive System, the 2016 Incentive System, the 2015 Incentive System.
The Chief Executive Officer of FAM DAC is among the beneficiaries of the the 2018 Incentive System and the 2018-2020 LTI Plan.
The employees of FinecoBank that benefit from FinecoBank Compensation Systems (along with the Chief Executive Officer and General Manager of FinecoBank) are:
for 2020 Incentive System PFA there are no employees of FinecoBank that benefit from the plan. It is highlighted that the beneficiaries are 3 Financial Advisors, 1 Group Manager and 7 Area Managers belonging to Financial Advisors Identified Staff 2020 of FinecoBank;
for 2019 Incentive System PFA there are no employees of FinecoBank that benefit from the plan. It is highlighted that the beneficiaries are 2 Financial Advisors and 5 Area Managers belonging to Financial Advisors Identified Staff 2019 of FinecoBank;
for 2018 Incentive System PFA there are no employees of FinecoBank that benefit from the plan. It is highlighted that the beneficiaries are 1 Financial Advisor, 1 Group Manager and 5 Area Managers belonging to Financial Advisors Identified Staff 2018 of FinecoBank;
for LTI 2018-2020 PFA there are no employees of FinecoBank that benefit from the plan. It is highlighted that the beneficiaries will be the Personal financial advisor that will be identified as "Identified Staff" in the 2020 performance year,
for 2017 Incentive System PFA there are no employees of FinecoBank that benefit from the plan. It is highlighted that the beneficiaries are 1 Financial Advisor, 1 Group Manager and 5 Area Managers belonging to Financial Advisors Identified Staff 2017 of FinecoBank;
for 2016 Incentive System PFA there are no employees of FinecoBank that benefit from the plan. It is highlighted that the beneficiaries are 4 Financial Advisors, 2 Group Manager and 4 Area Managers belonging to Financial Advisors Identified Staff 2016 of FinecoBank.
Mr. Alessandro Foti, Chief Executive Officer and General Manager of FinecoBank, is among the beneficiaries of 2020 Incentive System, 2019 Incentive System, 2018 Incentive System, 2018-2020 LTI Plan, 2017 Incentive System, 2016 Incentive System and 2015 Incentive System.
b) other Executives with strategic responsibility of FinecoBank not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the Board of Directors or Management Board, and to the General Manager of FinecoBank
None of FinecoBank Executives meet the description; therefore this provision is not applicable.
c) natural persons controlling FinecoBank, who are employee or independent contractors of FinecoBank
No individual controls FinecoBank and, therefore, this provision is not applicable.
Amongst the beneficiaries of FinecoBank Compensation Systems, along with the Chief Executive Officer and General Manager, there are n. 4 executives of FinecoBank who have regular access to privileged information and are authorized to take resolutions capable of influencing the development and prospects of FinecoBank.
Benefit from the 2020, Incentive System, from the 2019 Incentive System, from the 2018 Incentive System, from the 2018-2020 LTI Plan, from the 2017 Incentive System, from the 2016 Incentive System and from the 2015 Incentive System:
Regarding the 2020 Incentive System PFA, the 2019 Incentive System PFA, the 2018 Incentive System PFA, the 2018-2020 PFA LTI Plan, the 2017 Incentive System PFA and the 2016 Incentive System PFA there are no beneficiaries among the Executives with strategic responsibility.
b) in the case of "small" companies, in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, the the aggregate number of Executives with strategic responsibility of the financial instrument issuer
This provision is not applicable.
c) other categories of employees or independent contractors for which different characteristics are envisaged for the plan (e.g. executives, middle management, employees etc.)
This provision is not applicable.
The 2020 Incentive System PFA aims to retain and motivate beneficiary Advisors, taking into account the objectives of growth in the medium and long term, in a general framework of overall sustainability.
The 2020 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2020 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole. The 2020 Incentive System is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2019 Incentive System PFA aims to retain and motivate beneficiary Advisors, taking into account the objectives of growth in the medium and long term, in a general framework of overall sustainability.
The 2019 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2019 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole. The 2019 Incentive System is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2018 Incentive System PFA aims to retain and motivate beneficiary Advisors, taking into account the objectives of growth in the medium and long term, in a general framework of overall sustainability.
The 2018 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2018 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole. The 2018 Incentive System is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2018-2020 Plan aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole.
The 2018-2020 PFA Plan for Personal Financial Advisors aims to incentive, retain and motivate beneficiary Advisors in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with longterm Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole.
The 2017 Incentive System PFA aims to retain and motivate beneficiary Advisors, taking into account the objectives of growth in the medium and long term, in a general framework of overall sustainability.
The 2017 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2017 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole. The 2017 Incentive System is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2016 Incentive System PFA aims to retain and motivate beneficiary Advisors, taking into account the objectives of growth in the medium and long term, in a general framework of overall sustainability.
The 2016 Incentive System PFA is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2016 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole. The 2016 Incentive System is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2015 Incentive System aims to attract, retain and motivate FinecoBank beneficiaries in compliance with the most recent national and international regulatory requirements with the aim to define – in the interest of all stakeholders – incentive systems in line with long-term Company strategies and goals, linked to Bank results, adjusted in order to consider all risks, in coherence with capital and liquidity levels needed to cover the activities in place and, in any case, able to avoid misleading incentives that could drive to regulatory breaches or to assume excessive risks for the Bank and the system in its whole. The 2015 Incentive System is compliant with FinecoBank Group Remuneration policy and with the most recent national and international regulatory requirements.
The 2020 Incentive System PFA foresees that individual bonuses will be allocated based on the assessment of the individual performance.
Total incentive pay-out as defined will be made over a multi-year period (2021-2025), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
The 2020 Incentive System foresees that individual bonuses will be allocated on the basis of the available bonus pool, the individual performance evaluation – based on specific goals – and the internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2021-2026) subject to continuous employment at each payment date and as follows:
distribution of share payments takes into account the applicable regulatory requirements regarding the application of share retention periods.
The 2019 Incentive System PFA foresees that individual bonuses will be allocated based on the assessment of the individual performance.
Total incentive pay-out as defined will be made over a multi-year period (2020-2024), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
The 2019 Incentive System foresees that individual bonuses will be allocated on the basis of the available bonus pool, the individual performance evaluation – based on specific goals – and the internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2020-2025) subject to continuous employment at each payment date and as follows:
The 2018 Incentive System PFA foresees that individual bonuses will be allocated based on the assessment of the individual performance.
Total incentive pay-out as defined will be made over a multi-year period (2019-2023), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
The 2018 Incentive System foresees that individual bonuses will be allocated on the basis of the available bonus pool, the individual performance evaluation – based on specific goals – and the internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2019-2024) subject to continuous employment at each payment date and as follows:
The 2018-2020 LTI Plan foresees that The individual bonuses will be assigned in relation to Performance goals at Bank level set at 2020 considering specific targets and thresholds for EVA (Economic Value Added), C/I (Cost/Income Ratio) and CoR (Cost of Risk on commercial loans) indicators. The performance targets, will be assessed in relation to specific targets and will have a specific percentage weight on the total bonus and their valuation (with the exception of the Cost of Risk for which an "on-off" threshold is envisaged) will be based on progressive thresholds, which will correspond to increasing percentages of bonuses from 0 to 100% with a linear progression.
The 2018-2020 PFA LTI Plan foresees that total incentive pay-out as defined will be made over a multi-year period (2021-2025), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
The 2017 Incentive System PFA foresees that individual bonuses will be allocated based on the assessment of the individual performance.
Total incentive pay-out as defined will be made over a multi-year period (2018-2022), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
The 2017 Incentive System foresees that individual bonuses will be allocated on the basis of the available bonus pool, the individual performance evaluation – based on specific goals – and the internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2018-2023) subject to continuous employment at each payment date and as follows:
The 2016 Incentive System PFA foresees that individual bonuses will be allocated based on the assessment of the individual performance.
Total incentive pay-out as defined will be made over a multi-year period (2017-2021), as indicated below and provided that the agency relationship of the beneficiaries is in place at the time of each payment:
The 2016 Incentive System foresees that individual bonuses will be allocated on the basis of the available bonus pool, the individual performance evaluation – based on specific goals – and the internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2017-2022) subject to continuous employment at each payment date and as follows:
The 2015 Incentive System foresees that individual bonuses will be allocated on the basis of the available bonus pool, the individual performance evaluation – based on specific goals – and the internal benchmarking for specific roles.
Incentive pay-outs shall be made over a multi-year period (2016-2021) subject to continuous employment at each payment date and as follows:
in 2016 the first instalment of the overall incentive ("1st instalment") is paid in cash, in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Audit, Bank of Italy, Consob);
over the period 2017-2021 the remaining amount of the overall incentive will be paid in several instalments in cash and/or FinecoBank free ordinary shares; each tranche will be subject to the application of the Zero Factor for the year of allocation and in absence of any individual/values compliance breach, considering also the gravity of any internal/external findings (e.g. Internal Audit, Bank of Italy, Consob);
5.2.3 The factors assumed as basis for the determination of the compensation based upon financial instruments, or the criteria for the determination of the aforesaid compensation
Here below the general criteria that the Board of Directors followed, in the resolutions that after the Shareholders' Meeting approval executed the Plans, to define the actual number of beneficiaries and the number of free shares to be granted.
The 2020 Incentive System PFA provides that in 2021 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2019 – will define the number of shares to be paid in the 3rd, 4th and 5th instalments.
The 2020 Incentive System provides that in 2021 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2020 – will define the number of shares to be paid in the respective instalments for each category of beneficiaries.
The 2019 Incentive System PFA provides that in 2020 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2019 – will define the number of shares to be paid in the 3rd, 4th and 5th instalments.
The 2019 Incentive System provides that in 2020 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2019 – will define the number of shares to be paid in the respective instalments for each category of beneficiaries.
The 2018 Incentive System PFA provides that in 2019 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2018 – will define the number of shares to be paid in the 3rd, 4th and 5th instalments.
The 2018 Incentive System provides that in 2019 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2018 – will define the number of shares to be paid in the respective instalments for each category of beneficiaries.
The 2018-2020 LTI Plan provides that in 2018 the Board of Directors will define the number of shares to be paid in the respective instalments for each category of beneficiaries once verified the achievement of the performance conditions. The percentages of the payments in shares are linked to the beneficiaries categories.
The 2018-2020 PFA LTI Plan provides the maximum number of shares to be allocated in the respective instalments – at the conditions stated above – shall be defined in 2021.
The 2017 Incentive System PFA provides that in 2018 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2017 – will define the number of shares to be paid in the 3rd, 4th and 5th instalments.
The 2017 Incentive System provides that in 2018 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2017 – will define the number of shares to be paid in the respective instalments for each category of beneficiaries.
The 2016 Incentive System PFA provides that in 2017 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2016 – will define the number of shares to be paid in the 3rd, 4th and 5th instalments.
The 2016 Incentive System provides that in 2017 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2016 – will define the number of shares to be paid in the respective instalments for each category of beneficiaries.The 2015 Incentive System provides that in 2016 the Board of Directors – once verified the achievement of the entry conditions, the individual performance conditions and the goals defined for 2015 – will define the number of shares to be paid in the respective instalments for each category of beneficiaries.
5.2.4 The reasons justifying the decision to assign compensation plans based on financial instruments not issued by FinecoBank, such as financial instruments issued by its subsidiaries, its parent companies or third parties; in the event the aforesaid financial instruments are not negotiated on regulated markets, the issuer shall provide information as to the criteria adopted for the calculation of the value attributable to such financial instruments
FinecoBank Compensation Systems do not contemplate the allocation of similar financial instruments.
5.2.5 The evaluations, with respect to the relevant tax and accounting implications, taken into account in the definition of the plans
The FinecoBank Compensation Systems definition was not influenced by significant tax or accounting consideration.
5.2.6 The indication as to whether the plan enjoys any support from the Special Fund for encouraging worker participation in the companies, as provided for under Article 4, paragraph 112, of Law December, 24 2003 n. 350
FinecoBank Compensation Systems are not currently supported by the Special Fund for encouraging worker participation in the companies, as provided for under sect. 4, paragraph 112, of Law December 24, 2003 n. 350.
The General Shareholder's Meetings of April 28, 2020, of April 10, 2019, of April 11, 2018, of April 11, 2017, of April 12, 2016 and of April 23, 2015, provided to the Board of Directors the delegation of power:
"Human Resources" function and "Network Controls, Monitoring and Service Department" function, of FinecoBank are in charge of managing FinecoBank Compensation Systems.
No specific procedures for the amendment of FinecoBank Compensation Systems are provided for.
The best solution identified to execute FinecoBank Compensation Systems for the employees is to delegate the Board of Directors, pursuant to sect. 2443 of the Civil Code, the faculty to increase share capital as described in the Director's Reports presented to the Extraordinary Shareholders' Meetings of April 28, 2020, of April 10, 2019, of April 11, 2018, of April 11, 2017, of April 12, 2016, of April 23, 2015 and of June 5, 2014.
In force of this delegation, the Board of Directors could resolve:
Regarding the execution of 2020 Incentive System PFA, the best solution identified is to delegate the Board of Directors, pursuant to sect. 2357 of the Civil Code, the faculty to buy and carry out disposals for maximum no. 235,516 ordinary shares.
Regarding the execution of 2019 Incentive System PFA, the best solution identified is to delegate the Board of Directors, pursuant to sect. 2357 of the Civil Code, the faculty to buy and carry out disposals for maximum no. 179,534 ordinary shares.
Regarding the execution of 2018 Incentive System PFA, the best solution identified is to delegate the Board of Directors, pursuant to sect. 2357 of the Civil Code, the faculty to buy and carry out disposals for maximum no. 297,620 ordinary shares.
Regarding the execution of 2018-2020 PFA LTI Plan, the best solution identified is to delegate the Board of Directors, pursuant to sect. 2357 of the Civil Code, the faculty to buy and carry out disposals for maximum no. 423,767 ordinary shares.
Regarding the execution of 2017 Incentive System PFA, the best solution identified is to delegate the Board of Directors, pursuant to sect. 2357 of the Civil Code, the faculty to buy and carry out disposals for maximum no. 346,000 ordinary shares.
Regarding the execution of 2016 Incentive System PFA, the best solution identified is to delegate the Board of Directors, pursuant to sect. 2357 of the Civil Code, the faculty to buy and carry out disposals for maximum no. 250,000 ordinary shares.
The Board of Directors verified the entry conditions to FinecoBank Compensation Systems as well as the criteria related to the financial instruments assignment to FinecoBank staff, taking into account the positive opinion of the Remuneration Committee.
Since the Chief Executive Officer and General Manager of FinecoBank is among the beneficiaries of the 2020 Incentive System, of the 2019 Incentive System, of the 2018 Incentive System, of the 2018-2020 LTI Plan, of the 2017 Incentive System, of the 2016 Incentive System and of the 2015 Incentive System, he abstained from participating in the decision regarding the granting of the mentioned plans.
To execute the 2020 Incentive System PFA, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 9, 2021 approved the promise to grant no. 54,560 FinecoBank ordinary shares to Financial Advisors Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2020 Incentive System, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 9, 2021 approved the promise to grant no. 164,658 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2019 Incentive System PFA, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 11, 2020 approved the promise to grant no. 35,859 FinecoBank ordinary shares to Financial Advisors Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2019 Incentive System, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 11, 2020 approved the promise to grant no. 163,658 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2018 Incentive System PFA, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 5, 2019 approved the promise to grant no. 17,300 FinecoBank ordinary shares to Financial Advisors Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2018 Incentive System, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 5, 2019 approved the promise to grant no. 168,897 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2018-2020 LTI Plan, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on May, 8, 2018 approved the promise to grant no. 905,066 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the entry and performance Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2018-2020 PFA LTI Plan, the Board of Directors in 2020 will ask the delegation to the Shareholders' Meeting, in order to grant 423,767 FinecoBank ordinary shares after the verification of the achievement of the entry and performance Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2017 Incentive System PFA, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 6, 2018 approved the promise to grant no. 27,644 FinecoBank ordinary shares to Financial Advisors Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2017 Incentive System, in exercising the delegation received by the Shareholders' Meeting, as described in point 4.3.1, the Board of Directors on February 6, 2018 approved the promise to grant no. 142,290 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2016 Incentive System PFA, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 7, 2017 approved the promise to grant no. 57,740 FinecoBank ordinary shares to Financial Advisors Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
To execute the 2016 Incentive System, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 7, 2017 approved the promise to grant no. 152,034 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3To execute the 2015 Incentive System, in exercising the delegation received by the Shareholders' Meeting, as described in point 5.3.1, the Board of Directors on February 8, 2016 approved the promise to grant no. 210,288 FinecoBank ordinary shares to employees Identified Staff of FinecoBank, after the verification of the achievement of the Entry Conditions foreseen for the beneficiaries, ad described in point 5.2.3
The Remuneration Committee on February 8, 2021 positively resolved upon the criteria to be applied for the execution of FinecoBank Compensation Systems, sharing the reasons and motivations thereof.
The market price of FinecoBank ordinary shares, registered on the date of Board of Directors' approval of FinecoBank Compensation Systems' execution (February 9, 2021) is equal to € 14,625 and on the date of the decision made by the Remuneration Committee of FinecoBank (February 8, 2021) is equal to € 14,950.
5.3.9 In which terms and procedures FinecoBank takes into account, in the determination of the timeframe for the assignment of the plans, of the possible time-coincidence between:
In relation to the foregoing it is clarified that the resolution of the Board of Directors which approved the execution of FinecoBank Compensation Systems was communicated to the markets, in compliance with the current regulations.
The resolutions related to the incentive plans based on financial instruments are examined by the Remuneration Committee of FinecoBank in advance to provide for the positive opinion to the Corporate Bodies, the information to the market is given, if needed, after the relevant resolution of the Board of Directors.
The 2020 Incentive System PFA foresees an incentive – payable in cash and/or FinecoBank ordinary shares – over a multi-year period (2021-2025), subject to the achievement of specific entry conditions.
The 2020 Incentive System foresees an incentive – payable in cash and/or free FinecoBank ordinary shares – over a multi-year period (2021-2026), subject to the achievement of specific entry conditions.
The 2019 Incentive System PFA foresees an incentive – payable in cash and/or FinecoBank ordinary shares – over a multi-year period (2020-2024), subject to the achievement of specific entry conditions.
The 2019 Incentive System foresees an incentive – payable in cash and/or free FinecoBank ordinary shares – over a multi-year period (2020-2025), subject to the achievement of specific entry conditions.
The 2018 Incentive System PFA foresees an incentive – payable in cash and/or FinecoBank ordinary shares – over a multi-year period (2019-2023), subject to the achievement of specific entry conditions.
The 2018 Incentive System foresees an incentive – payable in cash and/or free FinecoBank ordinary shares – over a multi-year period (2019-2024), subject to the achievement of specific entry conditions.
The 2018-2020 LTI Plan foresees an incentive – payable in free FinecoBank ordinary shares – over a multi-year period (2021-2025), subject to the achievement of specific conditions.
The 2018-2020 PFA LTI Plan foresees an incentive – payable in cash and/or in FinecoBank ordinary shares – over a multi-year period (2021-2025), subject to the achievement of specific conditions.
The 2017 Incentive System PFA foresees an incentive – payable in cash and/or FinecoBank ordinary shares – over a multi-year period (2018-2022), subject to the achievement of specific entry conditions.
The 2017 Incentive System foresees an incentive – payable in cash and/or free FinecoBank ordinary shares – over a multi-year period (2018-2023), subject to the achievement of specific entry conditions.
The 2016 Incentive System PFA foresees an incentive – payable in cash and/or FinecoBank ordinary shares – over a multi-year period (2017-2021), subject to the achievement of specific entry conditions.
The 2016 Incentive System foresees an incentive – payable in cash and/or free FinecoBank ordinary shares – over a multi-year period (2017-2022), subject to the achievement of specific entry conditions.
The 2015 Incentive System foresees an incentive – payable in cash and/or free FinecoBank ordinary shares – over a multi-year period (2016-2021), subject to the achievement of specific entry conditions.
5.4.2 Indication of the time period for the implementation of the plan also indicating different cycles, if any, of its implementation
The free shares for the 2020 Incentive System PFA will be assigned by FinecoBank in multiple instalments (in the period 2022-2024) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2020 Incentive System will be assigned by FinecoBank in multiple instalments (in the period 2022-2026) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2019 Incentive System PFA will be assigned by FinecoBank in multiple instalments (in the period 2022-2024) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2019 Incentive System will be assigned by FinecoBank in multiple instalments (in the period 2022-2025) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2018 Incentive System PFA will be assigned by FinecoBank in multiple instalments (in the period 2021-2023) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2018 Incentive System will be assigned by FinecoBank in multiple instalments (in the period 2021-2024) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2018-2020 LTI Plan will be assigned by FinecoBank in multiple instalments (in the period 2021-2025) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2018-2020 PFA LTI Plan will be assigned by FinecoBank in multiple instalments (in the period 2023-2025) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2017 Incentive System PFA will be assigned by FinecoBank in multiple instalments (in the period 2020-2022) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2017 Incentive System will be assigned by FinecoBank in multiple instalments (in the period 2020-2023) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2016 Incentive System PFA will be assigned by FinecoBank in multiple instalments (in the period 2019-2021) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2016 Incentive System will be assigned by FinecoBank in multiple instalments (in the period 2020-2022) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The free shares for the 2015 Incentive System will be assigned by FinecoBank in multiple instalments (in the period 2018-2021) subject to the Board assessment of specific entry conditions, as described in point 5.2.3.
The 2020 Incentive System PFA will lapse by July 2024.
The 2020 Incentive System will lapse by July 2026.
The 2019 Incentive System PFA will lapse by July 2024.
The 2019 Incentive System will lapse by July 2025.
The 2018 Incentive System PFA will lapse by July 2023.
The 2018 Incentive System will lapse by July 2024.
The 2018-2020 PFA LTI Plan will lapse by July 2025.
The 2018-2020 LTI Plan will lapse by July 2025.
The 2017 Incentive System PFA will lapse by July 2022.
The 2017 Incentive System will lapse by July 2023.
The 2016 Incentive System PFA will lapse by July 2021.
The 2016 Incentive System will lapse by July 2022.
The 2015 Incentive System will lapse by July 2021.
5.4.4 The overall maximum number of financial instruments, also in the form of options, assigned over any fiscal years with respect to the beneficiaries namely identified or identified by categories, as the case may be
The maximum number of shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2020 Incentive System PFA is equal to no. 235,516 shares.
The maximum number of free shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2020 Incentive System is equal to no. 638,517 shares.
The maximum number of shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2019 Incentive System PFA is equal to no. 179,534 shares.
The maximum number of free shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2019 Incentive System is equal to no. 360,772 shares.
The maximum number of shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2018 Incentive System PFA is equal to no. 297,620 shares.
The maximum number of free shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2018 Incentive System is equal to no. 412,218 shares.
The maximum number of shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2017 Incentive System PFA is equal to no. 346,000 shares.
The maximum number of free shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2017 Incentive System is equal to no. 390,000 shares.
The maximum number of shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2016 Incentive System PFA is equal to no. 250,000 shares.
The maximum number of free shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2016 Incentive System is equal to no. 335,000 shares.
The maximum number of free shares that the Board of Directors is authorized to allocate within the power of the delegation received by Shareholders' Meeting of FinecoBank for the 2015 Incentive System is equal to no. 496,816 shares.
5.4.5 The procedures and clauses for the implementation of the plan, specifying whether the assignment of the financial instruments is subject to the satisfaction of certain specific conditions and, in particular, to the achievement of specific results, including performance targets; a description of the aforesaid conditions and results
Considering the criteria described in the point 5.2.2, the allocation and the exercise of the free shares is subject to the achievement of the performance targets set by the Board of Directors. The assessment of the goals achievement should be done by the Board of Directors at the end of the performance period described in point 5.4.2.
FinecoBank Compensation Systems provides that the free Fineco ordinary shares that will be allocated will be freely transferable, considering the applicable regulatory requirements regarding the application of share retention periods.
5.4.7 Description of any condition subsequent to the plan in connection with the execution, by the beneficiaries, of hedging transactions aimed at preventing the effects of potential limits to the transfer of the financial instruments assigned there under, also in the form of options, as well as to the transfer of the financial instruments relating to the exercise of the aforesaid options
In accordance with national regulatory guidelines and the 2021 Remuneration policy, beneficiaries are required to undertake not to use personal hedging strategies or remuneration and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements. For employees, Involvement in any form of hedging transaction shall be considered in breach of the Bank compliance policies and therefore the relevant rights under the plan shall automatically expire.
FinecoBank Compensation Systems provides that the Board of Directors will have the faculty to identify, in the resolutions that will execute each plan, the termination of the beneficiary with the Bank, as cause for the expiring of the right to receive the free shares, coherently with the Plans rules.
FinecoBank Compensation Systems do not provide for any provision that may trigger their cancellation.
5.4.10 The reasons justifying the redemption, pursuant to sect. 2357 and followings of the Italian Civil Code, by FinecoBank, of the financial instruments contemplated by the plan; the beneficiaries of such redemption, indicating whether the same is limited only to certain categories of employees; the consequences of the termination of the employment relationship with respect to such redemption rights
FinecoBank Compensation Systems do not provide for the redemption by FinecoBank or other Legal Entities of the Group with reference to the free shares.
5.4.11 The loans or other special terms that may be granted for the purchase of stocks pursuant to sect. 2358, paragraph 3, of the Italian Civil Code
FinecoBank Compensation Systems do not provide for a loan or other special terms for the purchase of the shares.
The estimation of the overall cost expected by FinecoBank in relation to the adoption of FinecoBank Compensation Systems at the grant date of the free shares, was made on the basis of the IAS principles, considering the accounting assumptions on the foreseeable beneficiaries exits before the allocation of the free shares and on the probability to achieve the performance targets related to the allocation of the free shares.
On the basis of these estimations, the overall expected cost for FinecoBank at the grant date of the target number of free shares is equal to a total amount of € 46,635,546, split in:
The maximum impact of FinecoBank Compensation Systems on FinecoBank share capital shall be approx. 0.6%.
At this stage, FinecoBank Compensation Systems do not provide for any limitation to the voting or economic rights for the shares allocated.
FinecoBank Compensation Systems provide only for the use of shares negotiated on regulated markets.
FinecoBank Compensation Systems do not provide for options.
FinecoBank Compensation Systems do not provide for options.
FinecoBank Compensation Systems do not provide for options.
5.4.20 In case the strike price is different from the fair market value as determined pursuant to point 4.4.19.b, the indication of the reasons for such difference
FinecoBank Compensation Systems do not provide for options.
FinecoBank Compensation Systems do not provide for options.
5.4.22 In the event the financial instruments underlying granted options are not negotiated on a regulated market, the indication of the value attributable to the same or of the criteria for its determination
FinecoBank Compensation Systems do not provide for options.
5.4.23 The criteria for the adjustments required in connection with any extraordinary transaction involving the corporate capital of the issuer as well as in connection with transaction triggering a variation in the number of the financial instruments underlying granted options
In case of operations modifying FinecoBank capital, the Company can adequate the number of shares that can be awarded according to the Plan, applying the adjustment factors recommended by the Supervisory Authorities (saving the provisions that the Board of Directors may define in the resolution in which the Board will exercise the delegation received from the Shareholders' Meeting).
| 7. Compensation Tables | ||||||||
|---|---|---|---|---|---|---|---|---|
| Annex II | ||||||||
| INCENTIVE PLANS BASED ON FINANCIAL INSTRUMENTS Table no. 1 of scheme 7 of Annex 3A Regulation n. 11971/1999 Date: March 16, 2021 |
||||||||
| Box 1 Financial Instruments other than Stock Opion (8) |
||||||||
| Name or category | Section 1 | Instruments related to outstanding plans, approved by previous shareholder meeting resolutions | ||||||
| (1) | Capacity | Date of shareholders' meeting resolution | Type of financial instruments (12) |
Number of financial instruments (11) |
Assignment date (10) | Purchase price of financial instruments, if any |
Market price at the assignment date | Vesting Period (14) |
| Alessandro Foti | AD/DG | 23/04/2015 | FinecoBank | 12,202 | 29/01/2016 cpr 08/02/2016 cda/oc |
0 | 6.966 | 08/02/2016 31/12/2019 |
| 02/02/2017 cpr | 07/02/2017 | |||||||
| Alessandro Foti | AD/DG | 12/04/2016 | FinecoBank | 20,288 | 07/02/2017 cda/oc 05/02/2018 cpr |
0 | 5.530 | 31/12/2020 06/02/2018 |
| Alessandro Foti | AD/DG | 11/04/2017 | FinecoBank | 26,313 | 06/02/2018 cda/oc 01/02/2019 cpr |
0 | 9.690 | 31/12/2021 05/02/2019 |
| Alessandro Foti | AD/DG | 11/04/2018 | FinecoBank | 44,406 | 05/02/2019 cda/oc | 0 | 9.570 | 31/12/2022 |
| Alessandro Foti | AD/DG | 11/04/2018 | FinecoBank | 258,096 | 04/05/2018 cpr 08/05/2018 cda/oc |
0 | 9.880 | 08/05/2018 31/12/2023 |
| Alessandro Foti | AD/DG | 10/04/2019 | FinecoBank | 42,930 | 07/02/2020 cpr 11/02/2020 cda/oc |
0 | 11.087 | 11/02/2020 31/12/2023 |
| 29/01/2016 cpr | 08/02/2016 | |||||||
| 5 Dirigenti con Responsabilità strategica * | 23/04/2015 | FinecoBank | 21,315 | 08/02/2016 cda/oc 02/02/2017 cpr |
0 | 6.966 | 31/12/2019 07/02/2017 |
|
| 5 Dirigenti con Responsabilità strategica * | 12/04/2016 | FinecoBank | 35,512 | 07/02/2017 cda/oc 05/02/2018 cpr |
0 | 5.530 | 31/12/2020 06/02/2018 |
|
| 5 Dirigenti con Responsabilità strategica * | 11/04/2017 | FinecoBank | 46,059 | 06/02/2018 cda/oc | 0 | 9.690 | 31/12/2021 | |
| 4 Dirigenti con Responsabilità strategica | 11/04/2018 | FinecoBank | 94,722 | 01/02/2019 cpr 05/02/2019 cda/oc |
0 | 9.570 | 05/02/2019 31/12/2022 |
|
| 4 Dirigenti con Responsabilità strategica | 11/04/2018 | FinecoBank | 220,981 | 04/05/2018 cpr 08/05/2018 cda/oc |
0 | 9.880 | 08/05/2018 31/12/2023 |
|
| 4 Dirigenti con Responsabilità strategica | 10/04/2019 | FinecoBank | 90,887 | 07/02/2020 cpr 11/02/2020 cda/oc |
0 | 11.087 | 11/02/2020 31/12/2023 |
|
| 29/01/2016 cpr | 08/02/2016 | |||||||
| Categoria degli altri dipendenti: Dirigenti | 23/04/2015 | FinecoBank | 8,540 | 08/02/2016 cda/oc 02/02/2017 cpr |
0 | 6.966 | 31/12/2019 07/02/2017 |
|
| Categoria degli altri dipendenti: Dirigenti | 12/04/2016 | FinecoBank | 5,012 | 07/02/2017 cda/oc 05/02/2018 cpr |
0 | 5.530 | 31/12/2020 06/02/2018 |
|
| Categoria degli altri dipendenti: Dirigenti | 11/04/2017 | FinecoBank | 11,968 | 06/02/2018 cda/oc 01/02/2019 cpr |
0 | 9.690 | 31/12/2021 05/02/2019 |
|
| Categoria degli altri dipendenti: Dirigenti | 11/04/2018 | FinecoBank | 29,769 | 05/02/2019 cda/oc | 0 | 9.570 | 31/12/2022 | |
| Categoria degli altri dipendenti: Dirigenti - Quadri Direttivi | 11/04/2018 | FinecoBank | 351,602 | 04/05/2018 cpr 08/05/2018 cda/oc |
0 | 9.880 | 08/05/2018 31/12/2023 |
|
| Categoria degli altri dipendenti: Dirigenti | 10/04/2019 | FinecoBank | 29,841 | 07/02/2020 cpr 11/02/2020 cda/oc |
0 | 11.087 | 11/02/2020 31/12/2023 |
|
| Categoria dei collaboratori non dipendenti: Consulenti | 02/02/2017 cpr | 07/02/2017 | ||||||
| Finanziari Categoria dei collaboratori non dipendenti: Consulenti |
12/04/2016 | FinecoBank | 11,548 | 07/02/2017 cda/oc 05/02/2018 cpr |
0 | 5.530 | 31/12/2019 06/02/2018 |
|
| Finanziari Categoria dei collaboratori non dipendenti: Consulenti |
11/04/2017 | FinecoBank | 11,054 | 06/02/2018 cda/oc 01/02/2019 cpr |
0 | 9.690 | 31/12/2020 05/02/2019 |
|
| Finanziari | 11/04/2018 | FinecoBank | 17,176 | 05/02/2019 cda/oc | 0 | 9.570 | 31/12/2021 | |
| Categoria dei collaboratori non dipendenti: Consulenti Finanziari |
11/04/2018 | FinecoBank | 18,585 | 04/05/2018 cpr 08/05/2018 cda/oc |
0 | 14.750 | 08/05/2018 31/12/2023 |
|
| Categoria dei collaboratori non dipendenti: Consulenti | 10/04/2019 | FinecoBank | 35,859 | 07/02/2020 cpr 11/02/2020 cda/oc |
0 | 9.656 | 11/02/2020 31/12/2021 |
|
| Finanziari | 24,813 | 01/02/2019 cpr 05/02/2019 cda/oc |
0 | 9.570 |
| 7. Compensation Tables | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Annex II | ||||||||||
| Box 1 Financial Instruments other than Stock Opion (8) |
||||||||||
| Name or category (1) |
Capacity | Section 2 BoD, as to be proposed to shareholders' meeting (9) |
Financial Instruments to be assigned on the basis of the decision of: X competent Body to implement shareholders' meeting resolution |
|||||||
| Number of financial Date of shareholders' meeting resolution Type of financial Purchase price of financial instruments Assignment date (10) instruments (12) instruments, if any (11) |
Market price at the assignment date | Vesting Period (14) | ||||||||
| Alessandro Foti | AD/DG | 28/04/2020 | FinecoBank | 41,119 | 08/02/2021 cpr 09/02/2021 cda/oc |
0 | 13.618 | 09/02/2021 31/12/2024 |
||
| 4 Dirigenti con Responsabilità strategica | 28/04/2020 | FinecoBank | 89,879 | 08/02/2021 cpr 09/02/2021 cda/oc |
0 | 13.618 | 09/02/2021 31/12/2024 |
|||
| Categoria degli altri dipendenti: Dirigenti * | 28/04/2020 | FinecoBank | 08/02/2021 cpr 33,660 |
09/02/2021 cda/oc | 0 | 13.618 | 09/02/2021 31/12/2024 |
|||
| Categoria dei collaboratori non dipendenti: Consulenti Finanziari |
28/04/2020 | FinecoBank | 54,560 | 08/02/2021 cpr 09/02/2021 cda/oc |
0 | 14.750 | 09/02/2021 31/12/2022 |
|||
| * In line with the regulatory framework, the CEO of Fineco Asset Management DAC – Identified Staff of the Company, the Bank and the Group – is a beneficiary of FAM's 2019 Incentive System, that provides for payments in financial instruments pursuant to the UCITS directive. | ||||||||||
| Box 2 Stock Option | ||||||||||
| Section 1 | Options related to outstanding plans approved on the basis of previous shareholder meeting resolutions (8) | |||||||||
| Name or category (1) |
Capacity Date of shareholders' meeting resolution |
Type of financial instruments (12) |
Number of financial instruments (11) |
Financial instruments underlying the options exercised (13) |
Assignment date (10) | Exercise price | Market price of underlying shares at the assignment date |
Exercise period (from - to) |
||
| Alessandro Foti | AD/DG | ND | ND | ND | ND | ND | ND | ND | ND | |
| 4 Dirigenti con Responsabilità strategica | ND | ND | ND | ND | ND | ND | ND | ND | ||
| Categoria degli altri dipendenti: Dirigenti | ND | ND | ND | ND | ND | ND | ND | ND | ||
| Categoria dei collaboratori non dipendenti: Consulenti | ND | ND | ND | ND |
| Name or category | (9) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date of shareholders' meeting resolution | Type of financial instruments (12) |
Number of financial instruments (11) |
Assignment date (10) | Purchase price of financial | |||||||||
| 31/12/2024 | |||||||||||||
| 31/12/2024 | |||||||||||||
| 31/12/2022 | |||||||||||||
| * In line with the regulatory framework, the CEO of Fineco Asset Management DAC – Identified Staff of the Company, the Bank and the Group – is a beneficiary of FAM's 2019 Incentive System, that provides for payments in financial instruments pursuant to the UCITS directive. | |||||||||||||
| Box 2 Stock Option | |||||||||||||
| Name or category | Section 1 | Options related to outstanding plans approved on the basis of previous shareholder meeting resolutions (8) | |||||||||||
| (1) | Capacity | Date of shareholders' meeting resolution | Type of financial instruments (12) |
Number of financial | (from - to) | ||||||||
| Alessandro Foti | AD/DG | ND | ND | ND | ND | ND | ND | ND | ND | ||||
| 4 Dirigenti con Responsabilità strategica | ND | ND | ND | ND | ND | ND | ND | ND | |||||
| Categoria degli altri dipendenti: Dirigenti | ND | ND | ND | ND | ND | ND | ND | ND | |||||
| Categoria dei collaboratori non dipendenti: Consulenti Finanziari |
ND | ND | ND | ND | ND | ND | ND | ND | |||||
| Box 2 Stock Option | |||||||||||||
| Section 2 Options to be assigned on the basis of the decision of: BoD as to proposed to the shareholders' meeting |
competent Body to implement shareholders' meeting resolution |
| 31/12/2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2022 | ||||||||||||||
| * In line with the regulatory framework, the CEO of Fineco Asset Management DAC – Identified Staff of the Company, the Bank and the Group – is a beneficiary of FAM's 2019 Incentive System, that provides for payments in financial instruments pursuant to the UCITS directive. | ||||||||||||||
| Box 2 Stock Option | ||||||||||||||
| Name or category | Section 1 Options related to outstanding plans approved on the basis of previous shareholder meeting resolutions (8) |
|||||||||||||
| (1) | Capacity Date of shareholders' meeting resolution Type of financial Number of financial instruments (12) |
|||||||||||||
| Name or category (1) |
Capacity | Box 2 Stock Option Section 2 Options to be assigned on the basis of the decision of: BoD as to proposed to the shareholders' meeting competent Body to implement shareholders' meeting resolution (9) |
||||||||||||
| Date of shareholders' meeting resolution | Instrument description (12) | Number of options | Assignment date (10) | Exercise price | Market price of underlying shares at the assignment date |
Exercise period (from - to) |
||||||||
| Alessandro Foti | ND AD / DG |
ND | ND | ND | ND | ND | ND | |||||||
| Dirigenti con Responsabilità strategica | ND | ND | ND | ND | ND | ND | ND | |||||||
| Categoria degli altri dipendenti: Dirigenti | ND | ND | ND | ND | ND | ND | ND | |||||||
| Categoria dei collaboratori non dipendenti: Consulenti Finanziari |
ND | ND | ND | ND | ND | ND | ND |
(1) The issuer shall fill-in a line for each beneficiary namely identified as well as for each category contemplated by the plan; for each individual or category shall be indicated a specific line for: i) each type of financial instrument or option granted (e.g., different exercise prices and/or exercise dates imply different type of options); ii) each plan approved by different shareholders' meetings.
(2) Indicate the name of the members of the board of directors or management body of the issuer and of its subsidiaries or parent companies.
(3) Indicate the name of the General Manager of the shares issuer.
(4) Indicate the name of the individuals controlling the issuer of stocks, who are employee or who render their services to the issuer of stock without being employee of the same.
(5) Indicate the name of other executives with strategic responsibilities of the shares issuer not classed as "small", in accordance with Article 3, paragraph 1, letter f) of Regulation no. 17221 of 12 March 2010, if they have, during the course of the year, received total compensation (obtained by adding the monetary compensation to the financial instrument-based compensation) in excess of the highest total compensation assigned to the members of the board of directors or management board, and to the general managers of the financial instrument issuer.
(6) Indicate the category of executives with strategic responsibilities for whom there is an indication by category is.
(7) Indicate the category of other employees and the category of independent contractors not employed by the issuer. The issuer shall fill-in different lines in connection with the categories of employees or independent contractors for which the plan provides for different characteristics (e.g., managers, officers, employees).
(8) The relevant data shall refer to financial instruments relating to plans approved by means of:
therefore the table shall indicate:
(9) The data may refer to:
(10) In case the date of the assignment is different from the date on which the remuneration body (comitato per la remunerazione), if any, makes the proposal relating to such assignment, the issuer shall indicate also the date of such proposal highlighting the date of the board of directors or the competent corporate body's resolution with the code "cda/oc" (for the board of directors/competent body) and the date of the proposal of the remuneration body (comitato per la remunerazione) with the code "cpr" (for the remuneration body)."
(11) The number of options held at the end year, preceding the date in which the shareholder's meeting is called resolve the new allocation.
(12) Indicate for example, in box 1: i) stock of issuer X, ii) financial instrument indexed to issuer Y stock value, and in box 2: iii) option on issuer W stock with physical settlement; iv) option on issuer Z stock with cash settlement, etc.
(13) The number of option exercised from the beginning of the plan until the end year, preceding the date in which the shareholder's meeting is called to resolve a new stock option plan.
(14) Vesting period means the period between the moment in which the right to participate to the incentive system is granted and the moment in which the right may be exercised.
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