Remuneration Information • Mar 31, 2025
Remuneration Information
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in compliance with articles 123-ter of the Consolidated Financial Act and 84-quarter of the Issuers'
Regulations
Approval date: 14/03/2025 Reporting period: 2024
Website: www.irce.it

| FOREWORD | 3 |
|---|---|
| SECTION I – REMUNERATION POLICY (2025-2027) | 3 |
| Executive Summary Remuneration Policy for the Board of Directors Board of Statutory Auditors |
4 5 8 |
| SECTION II – COMPENSATION PAID IN 2024 | 8 |
| FIRST PART Compensation of members of the Administration and Control Bodies SECOND PART |
9 9 11 |

This Remuneration Report is drafted in compliance with articles 123-ter of the Consolidated Financial Act (Italian Legislative Decree 58 of 24 February 1998) and 84-quater of the Issuers' Regulations (Consob Regulation 11971 of 14/05/1999), based on Scheme 7-bis of Annex 3A of the same Regulations.
This report consists of two sections:
Pursuant to art. 123-ter, paragraphs 3-bis and 6 of the Consolidated Financial Act, the next Shareholders' Meeting called to approve the financial statements as at 31/12/2024 will be asked to decide:
This Report on the remuneration policy and on compensation paid in 2024 was examined and approved by the Board of Directors on 14 March 2025 and is made available to the public, within the terms established by current legislation, at the company's headquarters and at Borsa Italiana, as well as on the website www.irce.it.
This section illustrates the 'Remuneration Policy and Procedures for implementation in the IRCE S.p.A. Group' for the three-year period 2025-2027, approved by the Board of Directors on 14 March 2025, on the proposal of the Remuneration Committee, aimed at defining the guidelines that all the corporate bodies involved must observe in order to determine the remuneration of the Directors (and in particular the Executive Directors), the General Manager, the Executives with strategic responsibilities and - without prejudice to the provisions of art. 2402 of the Italian Civil Code - the Statutory Auditors of the Company.
The Remuneration Policy is defined by the Board of Directors, with the assistance of the Remuneration Committee, a committee with investigative, proactive and consultative functions in matters of remuneration, and is submitted for approval to the Company's Shareholders' Meeting in accordance with the provisions of art. 123-ter of the Consolidated Financial Act.
The Board of Statutory Auditors has an advisory role: i) it formulates opinions required by law and, in particular, expresses its opinion with reference to the remuneration proposals for Directors with specific duties, pursuant to art. 2389, paragraph 3 of the Italian Civil Code. As part of its supervisory activities, it verifies that the proposals made by the Remuneration Committee to the Board of Directors are consistent with the Remuneration Policy approved by the Shareholders' Meeting and participates in the meetings of the Remuneration Committee.
The Board of Directors of the Company has set up an internal Remuneration Committee with a resolution dated 28/04/2022 that will remain in office until the approval of the 2024 financial statements. The Remuneration Committee is composed of three non-executive Directors appointed by the Board of Directors, the majority of whom are independent: Ms Gigliola Di Chiara, independent director and Chair, Mr Gianfranco Sepriano, non-executive director and Ms Claudia Peri, independent director. All the members of the Remuneration Committee have knowhow and experience in accounting and finance and/or remuneration policies which were deemed adequate by the

Board at the time of appointment. The Committee's work is coordinated by a Chairman and minutes are regularly taken at meetings, as required by the Regulations.
The Remuneration Committee:
During 2024 and up to the date of drafting this report, two one-hour meetings were held which were attended by all members of the Committee and the Board of Statutory. In particular, during 2024, the Remuneration Committee carried out its investigative, proactive and consultative functions, proceeding to: i) assess the effective achievement, by the Directors with delegated powers and the General Manager, of the (financial and non-financial) performance targets assigned for 2024 ii) formulate proposals to the Board of Directors on the identification and setting of short and long-term (financial and non-financial) performance targets iii) assess the adequacy, overall consistency and actual implementation of the Remuneration Policy for 2024.
In carrying out its functions, the Remuneration Committee was able to access the company information and functions necessary for carrying out its duties without the need to use an external consultant.
The Board of Directors defined a remuneration policy for directors and key management personnel.
The primary objective of the Remuneration Policy is to facilitate the pursuit of the corporate strategy and the Group's sustainability objectives, ensuring the retention of key roles within the company who have characteristics and skills that are important for the realisation of the medium- and long-term strategic guidelines. Below is a summary of IRCE's Remuneration Policy for the three-year period 2025-2027.

| REMUNERATION COMPONENT | PURPOSE AND CONDITIONS | CRITERIA AND PARAMETERS |
|---|---|---|
| Fixed remuneration | Defined to attract, motivate and retain talented professionals. |
It is set on the basis of the role and delegated powers assigned, taking account of the pay levels applied for equivalent positions internally and on the market. |
| Short-term variable remuneration | System aimed at incentivising the achievement of particular results, through a mechanism which rewards the achievement of key targets. It is paid annually in cash following verification by the IRCE Board of Directors of achieving the targets set. |
1) performance targets Chairman, Executive Directors and managers with strategic responsibilities: Values taken from the ROCE calculated on the basis of the consolidated financial statements for the previous year, on an annual basis. 2) performance period annual 3) means of payment bank order The application of claw-back clauses is not envisaged |
| Long-term variable remuneration | It connects the incentivisation of the Group's managers and key staff to the company's actual results. It orients people to pursuing sustainable, medium/long-term results; it aligns the interests of the recipients to those of shareholders and investors in order to attract and retain talented professionals. |
1) performance targets: Chairman, Executive Directors and managers with strategic responsibilities: Values taken from the three-year ROCE and its improvement on the previous three-year period calculated on the basis of the consolidated financial statements. 2) vesting period three-yearly 3) vesting incentive verifies the performance targets on a cumulative basis in the vesting period The application of claw-back clauses is not envisaged |
| Benefit payments | Included in the pay package and aimed at improving people's current and future wellbeing. |
Includes insurance for accidents |
| Termination of relationship | Regulates compensation to be recognised in the case of early termination of the position as Director or the employment relationship. |
Not envisaged. |
The remuneration policy of executive directors or directors with special duties defines guidelines with reference to the topics and in line with the criteria indicated below:

The remuneration for directors and key management personnel is set up in order to align their interests with the pursuit of the Company's primary objective, i.e. the creation of value for shareholders, also in the medium term.
The total remuneration of executive directors and key management personnel consists of:
The component relating to the fixed remuneration of the board members (component a) is equal to an annual compensation of Euro 12,000.00.
The variable part of the short-term remuneration (component b) is payable to the recipients upon reaching a preestablished minimum target expressed by the 'ROCE' index in relation to the annual consolidated financial statement data. The medium-term variable remuneration (component c) is linked to the achievement of a preestablished minimum target expressed by the 'ROCE' index and its improvement, then adjusted according to an ESG parameter represented by the 'CO2 content index - per tonne of product sold'.
Such remuneration will not be paid, if the minimum goal is not achieved.
The ROCE is calculated as the ratio of EBIT Adjusted to capital employed resulting from the Group's consolidated financial statements
EBIT is adjusted for the income / expenses from operations on copper and energy derivatives, net of the provision for the variable remuneration component referred to in this document. Capital employed is the average of the opening and closing amounts of the algebraic sum of the net working capital and fixed assets, net of any provision.
The variable remuneration component linked to short-term objectives (component b) is calculated based on the consolidated financial statement of the previous year. Table A below shows the performance bonuses based on ROCE percentages.
| ROCE | Annual Variable Remuneration (€) |
|---|---|
| ROCE ≤ 4% | 0 |
| 4% < ROCE ≤ 9% | 3,000 |
| 9% < ROCE ≤ 12% | 5,000 |
| 12% < ROCE ≤ 15% | 10,000 |
| ROCE >15% | 15,000 |
Table A
The medium-term variable remuneration component (component c) is linked to:
the improvement of ROCE in the three years of the Board of Directors' term of office compared to the ROCE achieved in the previous three years. ROCE is an annual average percentage and is calculated as follows:
$$m = \sqrt[3]{\frac{ROCE4 + ROCE5 + ROCE6}{ROCE1 + ROCE2 + ROCE3}} - 1$$

ROCE4, ROCE5, ROCE6 are the results achieved in the first, second and third year of the Board of Directors' term of office.
ROCE1, ROCE2 and ROCE3 refer to the results achieved in the three previous years.
The amounts of the medium-term variable remuneration are shown in Table B, as the results of a threeyear basis match of the average ROCE in the reporting period and the improvement compared to the previous three-year period.
| Remuneration (€) | IMPROVEMENT (m) | |||||
|---|---|---|---|---|---|---|
| ROCE | m ≤ 3% | 3% < m ≤ 5% | 5% < m ≤ 10% | 10% < m ≤ 20% | 20% < m ≤ 30% | m > 30% |
| 2% < ROCE ≤ 4% | - | - | - | 10,000 | 15,000 | 20,000 |
| 4% < ROCE ≤ 9% | - | - | 10,000 | 15,000 | 20,000 | 30,000 |
| 9% < ROCE ≤ 12% | - | 10,000 | 15,000 | 20,000 | 30,000 | 40.000 |
| 12% < ROCE ≤ 15% | - | 15,000 | 20,000 | 30,000 | 40,000 | 50,000 |
| ROCE >15% | - | 20,000 | 30,000 | 40,000 | 50,000 | 60,000 |
Table B
The medium-term variable remuneration calculated as described above and referred to Table B will be then corrected based on the result of the indicator "CO2 content index per ton of product sold" calculated as follows:

Where:
Tons of CO2 emitted resulting from the Consolidated Sustainability Report as the sum of the tonnes of CO2 emitted as Scope 1 (direct) and Scope 2 (indirect) Market Based (the quantities of Guarantees of Origin from renewable sources purchased should not be considered in the calculation).
Tons of product sold is the quantity, in tons, of winding conductors and electrical cables sold by the Group and obtained from the management control reports.
This CO2 ratio will be calculated on the last year of the Board of Directors' term of office (year 2027) and will be compared with the same CO2 ratio calculated on the last year of the previous Board of Directors' term of office (year 2024). The calculation of the improvement (Mco2) is as follows:
| (CO2 2027 ratio - CO2 2024 ratio) | ||
|---|---|---|
| Mco2 % | = | CO2 2024 ratio |
The 2024 reference figure is 0.766 tons of CO2 emitted for tons of product sold.

Based on the improvement (Mco2) arising from the comparison of the two years, the value of the remuneration obtained from the medium-term ROCE calculation will be adjusted according to the following Table C.
| CO2 ratio improvement | Medium-term overall bonus |
|---|---|
| Mco2 ≤ 0% | Bonus relating to Medium-term ROCE - 50% |
| 0% < Mco2 ≤ 10% | 0 |
| 10% < Mco2 ≤ 20% | Bonus relating to Medium-term ROCE + 20% |
| 20% < Mco2 ≤ 30% | Bonus relating to Medium-term ROCE + 30% |
| Mco2 > 30% | Bonus relating to Medium-term ROCE + 50% |
Table C
The remuneration variable c component is paid, if due, after the presentation of the consolidated financial statements for the last financial year of the Board of Directors' three-year term to the shareholders' meeting.
No compensation is envisaged in the event of a termination of office or work relationship.
No exceptions or exceptional circumstances are allowed in relation to the implementation of this remuneration policy.
The remuneration of non-executive directors is not linked to the economic results achieved by the Company.
Non-executive directors are not recipients of share-based incentive plans.
Agreements have not been entered into between the Company and the directors that provide for indemnities in the event of resignation or dismissal/termination without just cause or if the relationship terminates due to a take-over bid.
In relation to the control body, the following should be noted:
In this section, for the members of the administrative and control bodies and for the General Managers who held positions during 2024:

Compensation of Management and Control Bodies' members
Compensation for the Management body was resolved by the shareholders' meeting on 28 April 2022.
In particular, the shareholders' meeting resolved to pay an annual compensation of € 12,000.00 to each board member.
In the meeting held on 28 April 2022, the Board also assigned a compensation of € 142,542.10 on an annual basis, gross of any withholding amounts and covering the relevant term of office (31 December 2024), to the Chairman of the Board of Directors, on the basis of the office held and as provided for by Article 2389, paragraph 3 of the Italian Civil Code.
This compensation remained unchanged for the entire three-year term of office.
The overall remuneration of the executive directors benefited from the short-term variable component for 2024, as the predefined annual targets were achieved. The ROCE calculated on the 2024 consolidated financial statements stood at 7.95%, corresponding to a bonus of € 3,000.00 (see Table A).
| ROCE | Annual Variable Remuneration (€) |
|---|---|
| ROCE ≤ 4% | 0 |
| 4% < ROCE ≤ 9% | 3,000 |
| 9% < ROCE ≤ 12% | 5,000 |
| 12% < ROCE ≤ 15% | 10,000 |
| ROCE >15% | 15,000 |
Table A
At the end of the third year of the three-year term of office (2024), the medium-term variable remuneration component will be due, calculated on the basis of the ROCE for the three-year period 2022-2023-2024 equal to 7.19% and its improvement compared to the previous three years of 22.15%. From the cross between the average ROCE value for the reference period and its improvement, a bonus of € 20,000 is attributed, as can be seen in table B below.
| Remuneration (€) | IMPROVEMENT (m) | |||||||
|---|---|---|---|---|---|---|---|---|
| ROCE | m ≤ 3% | 3% < m ≤ 5% | 5% < m ≤ 10% | 10% < m ≤ 20% | 20% < m ≤ 30% | m > 30% | ||
| 2% < ROCE ≤ 4% | - | - | - | 10,000 | 15,000 | 20,000 | ||
| 4% < ROCE ≤ 9% | - | - | 10,000 | 15,000 | 20,000 | 30,000 | ||
| 9% < ROCE ≤ 12% | - | 10,000 | 15,000 | 20,000 | 30,000 | 40,000 | ||
| 12% < ROCE ≤ 15% | - | 15,000 | 20,000 | 30,000 | 40,000 | 50,000 | ||
| ROCE >15% | - | 20,000 | 30,000 | 40,000 | 50,000 | 60,000 |
Table B
The medium-term bonus, as calculated above, must then be adjusted based on the improvement (Mco2%) in the CO2 content index per ton of product sold (tons of CO2 emitted/tons of product sold), comparing the 0.766 of 2024 with the 2021 index of 0.811.
Mco2% = (CO2 2024 ratio –Co2 2021 ratio) / CO2 2021 ratio = 5.59%

Since the improvement in the CO2 Index is between zero and 10%, no adjustment should be made to the mediumterm bonus as calculated above on the basis of ROCE, in line with the current remuneration policy which provides for the following adjustments:
| CO2 ratio improvement | Medium-term overall bonus |
|---|---|
| Mco2 ≤ 0% | Bonus relating to Medium-term ROCE - 50% |
| 0% < Mco2 ≤ 10% | 0 |
| 10% < Mco2 ≤ 20% | Bonus relating to Medium-term ROCE + 20% |
| 20% < Mco2 ≤ 30% | Bonus relating to Medium-term ROCE + 30% |
| Mco2 > 30% | Bonus relating to Medium-term ROCE + 50% |
The compensation of the Board of Statutory Auditors were resolved by the shareholders' meeting of 28 March 2023, which approved the following:
The Company's policy does not envisage incentive plans based on financial instruments for board members or for members of the control body.

| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| d Su Nam e an rnam e |
Offic e |
Peri od d urin g whic h th e of fice held was |
Expi ry da f te o offic e |
Fixe d satio com pen n |
Com satio pen n for a ding tten mitt Com ees |
Vari able non -equ Bon nd o ther us a ince ntiv es |
ity c tion omp ensa Prof it-sh arin g |
Non neta -mo ry bene fits |
Oth er satio com pen n |
l Tota |
Fair valu e of ity equ atio com pens n |
End of of fice or inat ion o f term king wor rela tion ship inde mni ty |
| Filip po C asad io (I) C tion in t he c that dra fts t he fi ial st atem ents omp ensa omp any nanc (II) C from sub sidia d as ated tion soci pani omp ensa ry an com es (III) T otal |
Chai n of the Boar d of Dire ctor rma s |
202 2-20 24 |
2024 | 256 .328 € - 256 .328 € |
- - - |
00 € 28.0 - 00 € 28.0 |
- - |
177 € - € 177 |
- - |
284 .505 € - 284 .505 € |
- - - |
- - - |
| Fran o Ga ndo lfi Co lleo ni cesc (I) C fts t he fi tion in t he c that dra ial st atem ents omp ensa omp any nanc (II) C tion from sub sidia d as soci ated pani omp ensa ry an com es (III) T otal |
Dire ctor |
202 2-20 24 |
2024 | 106 .102 € € - 106 .102 € |
- - - |
00 € 28.0 - 28.0 00 € |
- - - - |
168 € - 168 € |
- - |
134 .270 € - 134 .270 € |
- - - |
- - - |
| Gian fran epri co S ano (I) C tion in t he c that dra fts t he fi ial st atem ents omp ensa omp any nanc (II) C from sub sidia d as ated tion soci pani omp ensa ry an com es (III) T otal |
Dire ctor |
202 2-20 24 |
2024 | 12.0 00 € - 12.0 00 € |
- - - |
- - - |
- - - |
- - - |
70.0 00 € - 70.0 00 € |
82.0 00 € - 82.0 00 € |
- - - |
- - - |
| Orfe o Da llago (I) C tion in t he c that dra fts t he fi ial st atem ents omp ensa omp any nanc (II) C from sub sidia d as ated tion soci pani omp ensa ry an com es (III) T otal |
Dire ctor |
202 2-20 24 |
2024 | 12.0 00 € - 12.0 00 € |
- - - |
- - - |
- - - |
- - - |
- - - |
12.0 00 € - 12.0 00 € |
- - - |
- - - |
| Fran a Pis ched da cesc (I) C tion in t he c that dra fts t he fi ial st atem ents omp ensa omp any nanc (II) C tion from sub sidia d as soci ated pani omp ensa ry an com es (III) T otal |
Dire ctor |
202 2-20 24 |
2024 | 12.0 00 € - 12.0 00 € |
- - - |
- - - |
- - - |
- - - |
- - - |
12.0 00 € - 12.0 00 € |
- - - |
- - - |
| Gigl iola Di C hiar a (I) C tion in t he c that dra fts t he fi ial st atem ents omp ensa omp any nanc (II) C from sub tion sidia d as soci ated pani omp ensa ry an com es (III) T otal |
Dire ctor |
202 2-20 24 |
2024 | 12.0 00 € - 12.0 00 € |
- - - |
- - - |
- - - |
- - - |
- - - |
12.0 00 € - 12.0 00 € |
- - - |
- - - |
| Clau dia P eri (I) C tion in t he c that dra fts t he fi ial st atem ents omp ensa omp any nanc (II) C from sub sidia d as ated tion soci pani omp ensa ry an com es (III) T otal |
Dire ctor |
202 2-20 24 |
2024 | 12.0 00 € - |
- - |
- - |
- - |
- - |
- - |
12.0 00 € - |
- - |
- - |
| l Bo ard o f Dir Tota ecto rs |
12.0 00 € 422 .430 € |
- - |
- 56.0 00 € |
- - |
- 345 € |
- 70.0 00 € |
12.0 00 € 548 .775 € |
- - |
- - |
|||
| atel la V Don itan za (I) C he c that dra fts t he fi ial st tion in t atem ents omp ensa omp any nanc (II) C tion from sub sidia d as soci ated pani omp ensa ry an com es (III) T otal |
Chai n of the d of dito Boar Stat y Au utor rma rs |
202 3-20 25 |
2025 | 27.0 00 € - 27.0 00 € |
- - - |
- - - |
- - - |
- - - |
- - - |
27.0 00 € - 27.0 00 € |
- - - |
- - - |
| Fabr izio i Zapp (I) C he c that dra fts t he fi ial st tion in t atem ents omp ensa omp any nanc (II) C from sub sidia d as ated tion soci pani omp ensa ry an com es (III) T otal |
Stan ding Stat y Au dito utor r |
202 3-20 25 |
2025 | 19.5 00 € - 19.5 00 € |
- - - |
- - - |
- - - |
- - - |
- - - |
19.5 00 € - 19.5 00 € |
- - - |
- - - |
| e di Gius Rocc epp o (I) C he c that dra fts t he fi ial st tion in t atem ents omp ensa omp any nanc (II) C tion from sub sidia d as soci ated pani omp ensa ry an com es (III) T otal |
ding dito Stan Stat utor y Au r |
202 3-20 25 |
2025 | 19.5 00 € - 19.5 00 € |
- - - |
- - - |
- - - |
- - - |
- - - |
19.5 00 € - 19.5 00 € |
- - - |
- - - |
| l Bo ard o f Sta udit Tota tuto ry A ors |
66.0 00 € |
- | - | - | - | - | 00 € 66.0 |
- | - |

| Nam d Su e an rna me |
Offi ce |
Com pan y |
of s hare s he ld a t th d of the of s hare rcha sed du ring the No. No. No. e en s pu fina l ye fina l ye ious ncia ncia prev ar ar |
of s hare ld d urin g th s so e fina l ye ncia ar |
of s har es h eld he e nd o f th No. at t e fina l ye ncia ent curr ar |
|
|---|---|---|---|---|---|---|
| Filip dio po C asa |
Cha n of the ard of D irma Bo irec tors |
IRCE S.p .A. |
560 ,571 |
- | - | 560 ,571 |
| Fran o Ga ndo lfi C olle oni cesc |
Dire ctor |
IRCE S.p .A. |
(*) 559 .371 |
- | - | (*) 559 .371 |
| IRCE S.p .A. |
30,0 00 |
- | - | 30,0 00 |
||
| fran Gian co S epri ano |
Dire ctor |
IRCE S.p .A. |
3,50 0 |
- | - | 3,50 0 |
| Orfe alla o D go |
Dire ctor |
IRCE S.p .A. |
595 ,267 |
- | - | 595 ,267 |
| sche dda Fran a Pi cesc |
Dire ctor |
IRCE S.p .A. |
- | - | - | - |
| Gigl iola Di C hiar a |
Dire ctor |
IRCE S.p .A. |
- | - | - | - |
| Clau dia Peri |
Dire ctor |
IRCE S.p .A. |
||||
| Don atel la V itan za |
Cha irma n of the Bo ard of S Aud itor tatu tory s |
IRCE S.p .A. |
- | |||
| Fab rizio Zap pi |
ding udit Stan Sta tuto ry A or |
IRCE S.p .A. |
- | |||
| Gius e di Roc epp co |
Stan ding Sta ry A udit tuto or |
IRCE S.p .A. |
- | |||
| (*) S hare s he ld b y hi fe, C arla adio s wi Cas |
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