Remuneration Information • Mar 29, 2016
Remuneration Information
Open in ViewerOpens in native device viewer
Registered office at Via Stendhal 47, Milan - share capital Euro 50,024,891.60 fully paid-in Milan Companies Register, tax code and VAT no. 04642290961 - REA no. 1763158 Corporate website: www.monclergroup.com
REPORT ON REMUNERATION pursuant to Art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 and 84-quater of the Issuers' Regulation
Approved by the Board of Directors meeting of March 3, 2016
| Directors | The members of the Board of Directors of Moncler S.p.A. |
|---|---|
| Corporate | The Corporate Governance Code of listed companies approved in July |
| Governance | 2014 by the Corporate Governance Committee promoted by Borsa |
| Code or Code | Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria. |
| Nomination and | The Nomination and Remuneration Committee established within the |
| Remuneration | Board of Directors of Moncler S.p.A. pursuant to the Code. |
| Committee | |
| Strategic | The committee established for supporting the Chairman and |
| Committee | Managing Director in the definition and implementation of strategies |
| in order to create connections and cooperation between the main | |
| strategic areas of the Company and the Group. | |
| Board of | The Board of Directors of Moncler S.p.A. |
| Directors | |
| Key-managers | Those having the power and responsibility – direct or indirect – of |
| planning, directing and controlling the activities of the Company, | |
| according to the definition provided by Article 1 of CONSOB | |
| Regulation on operations with related parties adopted by resolution | |
| no. 17221 of 12 March 2010, as subsequently amended and integrated. | |
| Group | Moncler and the other companies controlled by Moncler pursuant to |
| article 93 of TUF | |
| Moncler or | Moncler S.p.A. |
| Company | |
| Remuneration | The policy adopted by the Company regarding remuneration of the |
| Policy or Policy | Directors and Key-managers of the Company. |
| Issuers' | The Regulation issued by Consob by resolution no. 11971 of 14 May |
| Regulation | 1999 regarding stock issuers, as subsequently amended and integrated. |
| Report | The present Report on Remuneration, drafted pursuant to article 123- |
| ter of TUF, article 84-quater of the Issuers Regulation as well as |
|
| according to the recommendations of the Corporate Governance | |
| Code. | |
| Statutory | The members of the Board of Statutory Auditors of Moncler S.p.A. |
| Auditors | |
| Financial Code |
The Italian Legislative Decree of 24 February 1998, no. 58 as |
| or TUF |
subsequently amended and integrated. |
This Report was approved on March 3, 2016 by the Board of Directors of Moncler S.p.A., upon proposal by the Nomination and Remuneration Committee and is made of two Sections:
For the purposes of the Report, it is hereby stated as follows:
Francesco Vitulo (Effective Statutory Auditor), Lorenzo Mauro Banfi (Alternate Auditor) and Stefania Bettoni (Alternate Auditor);
The Remuneration Policy referred to under Section I of this Report will be submitted to the advisory vote of the Shareholders within the Annual General Meeting called, pursuant to Art. 2364 of the Italian Civil Code to approve the 2015 financial statement. Pursuant to article 123-ter, paragraph 6, of the TUF, the Shareholders Meeting is in fact called to indicate, with a non-binding decision, its favourable or not-favourable opinion on Section I of the Report.
To this purpose, based on article 84-quarter of the Issuers' Regulation, the Report is made available to the public at the Company's registered offices and on the website www.monclergroup.com, in the section "Governance/General Meeting of Shareholders" as well as at the centralized stocking information center named , not later than twenty-one days before the date of the Shareholders General Meeting.
Milan, 3 March 2016
The Chairman of the Board of Directors
Remo Ruffini
A) Bodies and individuals involved in the preparation and approval of the Remuneration Policy; roles, bodies and individuals responsible for the proper implementation of said Policy
The preparation and approval of the Company's Remuneration Policy involves the Board of Directors, the Nomination and Remuneration Committee, and the Company's ordinary General Meeting of Shareholders.
The Board of Directors has the exclusive and non-delegable power to define and yearly approve the Remuneration Policy based on proposals formulated by the Nomination and Remuneration Committee (the composition and responsibilities of the Committee are described in paragraph B below).
Pursuant to article 123-ter, paragraph 6, of TUF, upon the approval of the financial statements the Shareholders' Meeting is called to resolve in favour of or against the Remuneration Policy described in this section of the Report.
The Nomination and Remuneration Committee, in the exercise of its tasks described herein below, the Managing Director and the Board of Directors are responsible of the correct implementation of the Remuneration Policy.
The Remuneration of Managing Directors and Directors granted with specific charges is determined by the Board of Directors, in accordance with the Remuneration Policy, upon proposal by the Nomination and Remuneration Committee having heard the Board of Statutory Auditors, within the limits of the total compensation determined by the Shareholders Meeting (if any) pursuant to article 2389, paragraph 3, of Italian Civil Code and article 22 of the By-laws.
The Board of Directors established the Nomination and Remuneration Committee by means of its resolution dated 26 September 2013, effective as of 16 December 2013, that is the first day of trade of Moncler stocks, approving also the internal rules governing the composition, tasks, and functioning of the Committee. On 4 November 2013, immediately after the nomination of the Independent Directors by the Shareholders Meeting held on the same date, the Board appointed the following 5 non-executive directors (whose majority is made of independent ones) as members of the Nomination and Remuneration Committee, according to the combined provisions of Art. 147-ter, paragraph 4 and Art. 148, paragraph 3 of the TUF, and of Art. 3 of the Corporate Governance Code:
Alessandro Benetton (Independent Director and Chairman of the Nomination and Remuneration Committee), Virgine Morgon (Non-executive Director), Marco Diego De Benedetti (Nonexecutive Director), Valérie Hermann (Independent Director), and Nerio Alessandri (Independent Director).
On 7 July 2014, due to the resignation by the Independent Director Valérie Hermann, the Board of Directors appointed by means of co-optation pursuant to art. 2386 of Italian Civil Code the Independent Director Gabriele Galateri di Genola, who was appointed as a member of the Nomination and Remuneration Committee, too.
Then, on 15 December 2014, following the resignation by Alessandro Benetton as member and Chairman of the Nomination and Remuneration Committee, the Board of Directors re-integrated him and appointed the Independent Director Diva Moriani (who was nominated by means of cooptation on the same date replacing the resigning Director Pietro Ruffini) as member and Chairman.
All the members of the Committee have adequate knowledge and experience in the field of finance and compensation policies, as assessed by the Board of Directors upon their Nomination.
The Nomination and Remuneration Committee meets at the request of its Chairman whenever the Chairman deems appropriate or when requested to do so by the Executive Directors or by the Chairman of the Board of Statutory Auditors or by the Chairman of the Board of Directors, at least half yearly.
The Nomination and Remuneration Committee's works are coordinated by its Chairman.
The Chairman of the Board of Statutory Auditors (or other Statutory Auditors designated by him) participates into the meetings of the Nomination and Remuneration Committee; the other Statutory Auditors may participate as well. The Chairman of the Nomination and Remuneration Committee has the power to invite other persons whose presence may help to improve the Committee's work, to the meetings of the Nomination and Remuneration Committee.
The resolutions of the Nomination and Remuneration Committee are adopted by absolute majority of the Committee's members in charge.
The minutes of the Committee's meetings are prepared. The Chairman and the secretary sign the minutes of meetings, which the secretary files in chronological order.
In accordance with the recommendations contained in Art. 6 of the Corporate Governance Code, the Nomination and Remuneration Committee carries out the following consultancy activities regarding the Remuneration Policy:
providing the Board of Directors with proposals for the determination of the remuneration policy for Directors and Key-managers;
assessing periodically the adequacy, general coherence and actual implementation of the remuneration policy of the Directors and Key-managers, availing itself of the information provided by the Managing Director and making proposals to the Board in this respect;
The Nomination and Remuneration Committee can access the Company's records, functions and structures, interacting with them in a functionally and operationally effective manner to carry out its duties. The Committee can rely on external consultants, at the Company's cost and expense, within the limits of the budget possibly approved annually by the Board of Directors, after it has been assessed that such consultants are not in a position in which their independent judgment is compromised and, in particular, they are not requested to provide the HR department, the directors or the Key-managers with services affecting their independence of judgment.
In line with the recommendations of article 6.C.6 of the Corporate Governance Code, Directors do not participate in the meetings of the Nomination and Remuneration Committee where proposals are formulated on their own remuneration.
The Chairman of the Nomination and Remuneration Committee reports to: (i) the Board at least once every six months on the activities performed and (ii) to the Shareholders Meeting at least once a year, upon the annual approval of the financial statements, about the way its functions are carried out.
No independent expert participated in the preparation of the Remuneration Policy.
The Remuneration Policy has been designed with the aim of fulfilling the constant needs for:
attracting, withholding and motivating people having the professional skills required by the growth perspective of Moncler Group's business;
matching the interests of the Company and its management with Shareholders' ones;
In such respect, during the year 2014 and effective as of 2015, the Remuneration Policy has been integrated with the following items:
(i) parachute agreements in case of early termination of the employment relationship of Keymanagers;
(ii) claw back / malus clauses;
(iii) payment of guaranteed bonus in some specific cases.
Regarding point (i), it is meant that the contracts to hire Key-managers may include clauses providing for a compensation to be paid in case of termination of the employment relationship within a certain limit and pursuant to the provisions of criterion 6.C.1 letter g) and 6.C.3. of the Corporate Governance Code.
Such component of the remuneration does not prevent, however, from inserting provisions enabling the Company to get back (or withhold), in full or in part, the said compensation according to the recommendations by the Corporate Governance Code (criterion 6.C.1. letter f) and 6.C.3.).
With regard to the claw back / malus clauses, their introduction has been deemed as positive according to the Corporate Governance Code, as amended in July 2014, that suggests the introduction of "contractual provisions enabling the Company to get back, in full or in part, of the paid variable components of remuneration (or to withhold postponed amounts), determined on the basis of data which then revealed themselves to be clearly wrong" (criterion 6.C.1, letter f), encouraging issuers to adopt the relevant amendments "as of their new remuneration policy adopted as of 1 January 2015" (as detailed by the Guidelines and Temporary rules - point IX of the corporate Governance Code).
During the meeting held on March 3, 2016, the Board of Directors, having consulted with the Nomination and Remuneration Committee, has resolved upon a slight amendment of the Remuneration Policy with respect to the time of the granting of the annual incentives (MBO) to the Executive Directors and the Key-managers, as detailed below under Section II.
The Remuneration Policy of Directors and Key-managers, therefore, is inspired to the following principles:
on stocks) – as better described below, are defined, measurable, and aimed to create value for the Shareholders in the medium/long term;
With regard in particular to remuneration plans based on stocks, the Code recommends that:
Considering the objectives and criteria of the Remuneration Policy, the remuneration of Directors and Key-managers is determined as follows:
The remuneration of the Directors is formulated in order to attract and motivate top professionals to perform their tasks to the best of their ability and to reach the Remuneration Policy objectives described in paragraph D) above.
All Directors receive a fixed compensation that ensures an adequate remuneration for their work and commitment to the Company.
Non-executive Directors and Independent Directors
The remuneration of non-executive Directors and Independent Directors is determined as a fix compensation and it is proportional to the commitment required, in relation also to their participation into the Board's committees. The remuneration of such Directors is not linked to economic results nor to specific objectives of the Company and such persons do not benefit from remuneration plans based on stocks, unless it is specifically resolved to do so by the Shareholders' Meeting.
Managing Director and Executive Directors
The remuneration of the Managing Directors and other Executive Directors is fairly balanced in order to ensure consistency between short-term growth objectives and sustainability of value creation for Shareholders in the mid-long term; in particular, the compensation structure consists of:
The annual fixed component and the short-term variable (MBO) compensation are structured in relation to the characteristics of the position within the Company and the responsibilities attributed to them, in order to guarantee the sustainability of the Company's results and the creation of value for Shareholders in the medium-to-long term.
The objectives related to the variable component are pre-established, measurable and defined in such a way as to ensure, through different accrual periods and parameters, that both short-term and medium-to-long-term performances are rewarded based on the (mostly quantitative) annual results of economic-financial nature achieved by the Group (primarily including the Group's consolidated EBITDA, and, not-primarily, the possible qualitative objectives of significant strategic and operating importance, including those correlated to the sustainability).
The MBO must be structured in order to enable to foreseen the maximum amount of the incentive deriving from achieving the objectives indicated from time to time which, however, in the event of significant over performance and upon resolution by the Board of Directors (having heard the opinion of the Nomination and Remuneration Committee) cannot exceed 100% of the fix component.
In order to contribute to the creation of value in the medium-long term, the Managing Director and the Executive Directors may benefit from incentive plans based on financial instruments pursuant to Art. 114-bis of the TUF, prepared in line with best market practices and which call for adequate periods of vesting of the right to exercise assigned options and/or receive the allocated shares (vesting period). For such purpose, the Managing Director and the Executive Directors may also benefit from monetary incentive plans of mid-long term, with a payment deferral mechanism.
Benefits are defined in line with remuneration practices on reference markets and according to the applicable regulations in order to complete and enhance the overall compensation package in consideration of the roles and/or responsibilities assigned.
For each type of role, total remuneration is consistent with applicable market standards, on the basis of analogous categories.
Remuneration packages are subject to periodical review based on the overall Company and personal performance, on the potential future growth of the individual, and on the competitiveness and attractiveness of the remuneration, compared to market values.
The Policy provides for Directors to receive additional remuneration if they have the charge of directors within the Company's subsidiaries.
The remuneration paid by the Company and its subsidiaries is sufficient to attract and retain highly qualified managers.
Remuneration is structured on a fixed component and a variable component. The fixed part is consistent deemed to be in line with the market standards and it is structured in order to adequately remunerate the commitment and work performed on a continuous basis by the managers. The variable part is linked to the reach of defined objectives with reference to Group's performance, in order to motivate Key-managers to achieve their maximum potential.
Proposals for the salaries of Key Executives are initially evaluated by the Managing Director in cooperation with the Human Resources dept. and then shared with the Nomination and Remuneration Committee; these compensations may be subject to review. Several elements may
positively influence such review, such as, for example, the individual performance, level of responsibility, experience and expertise of each manager.
The annual incentive, for those entitled to receive it, has a short-term function and it is aimed to achieve the Company's annual results of economic and financial nature and, in particular, profitability and cash generating objectives, including primarily the Group's consolidated EBITDA as well as, even though not primarily, possible qualitative objectives having high strategic and operative importance, including the aspects related to the sustainability. Its amount is lower than the fixed component and may vary from about 20% up to 40%, that is the maximum annual incentive. In case of significant over performance, the Board of Directors or the Managing Director, having heard the Nomination and Remuneration Committee, may approve the payment of an annual incentive higher than the maximum amount indicate here above, that does not exceed however 100% of the fixed component.
The incentive is paid upon the approval by the Board of Directors of the relevant draft annual financial statements and subject to the verification of the objectives' achievement, and the amounts may vary proportionally to the achieved results, up to the incentive's maximum amount. Only during the first year of employment the Key-manager may be granted with an MBO that is in full or in part, guaranteed or linked to qualitative objectives having significant operative-strategic importance.
The Company may ask the Key-manager to reimburse, in full or in part, the paid amounts or to withhold deferred amounts, if such amounts have been calculated based on data which then revealed themselves as being clearly incorrect and/or behaviors from which a significant loss to the Company derived or, anyway, following acts of willful misconduct or gross negligence resulting into a loss for the Company.
Key-managers may receive incentives based on financial instruments pursuant to Art. 114-bis of TUF, in line with the best market practices and providing adequate periods of vesting of the right to exercise the assigned options (vesting period).
Key-managers may also be granted with monetary incentive plans of mid-long term, with deferred payment.
The Policy provides for Key-managers to receive additional remuneration for their possible activities as directors of subsidiaries.
Non-monetary benefits are paid in line with standard practices and in accordance with the position and role covered. Non-monetary benefits include the use of a company car, life insurance, accident insurance, and supplemental health insurance.
See paragraph E) above.
In relation to criteria applied for the evaluation of performance targets used to assign stocks, options, other financial instruments, or other variable components of remuneration, such criteria are based on the economic results and profitability achieved by the Group.
In general, the objectives are based on the specific activities carried out by the Company and they are markers of the Company's capability to produce value in a sustainable way and to manage the risks connected to its business within the mid-long term.
As described in paragraphs D) and E) above, the Remuneration Policy pursues the creation of value for the Company and its Shareholders in the medium-long term. In line with such objective, the remuneration of Executive Directors and Key Executives is structured in such a manner as to:
With reference to the incentive plans based on financial instruments pursuant to article 114-bis of TUF, the Remuneration Policy provides for them to include vesting periods for the right to exercise the options and/or to receive the allocated shares (vesting period) of at least three years. The same applies to mid-long term monetary incentive plans.
Furthermore, with regard to the incentive plans based on financial instruments pursuant to article 114-bis of TUF, the Policy provides for them to include adequate ex-post rectification mechanisms (claw back / malus clauses).
The Remuneration Policy adopted by the Company provides for mechanisms aimed to keep financial instruments within the portfolio after their acquisition.
In particular, within the context of the 2015 Performance Stock Option Plan, approved by the Shareholders' Meeting of 23 April 2015, it is expressly included the commitment not to sell the stocks upon the beneficiaries being Executive Directors and Key-managers. Due to such commitment, said beneficiaries shall have the obligation to continuously hold, for at least 12 months as of the exercise date, a number of stock equal to at least 20% of the subscribed ones, once the stocks' vesting period is over, net of the stocks which can be assigned for the payment of (i) the options' exercise price and (ii) tax and fiscal duties, if any, connected to the exercise of the same.
It is also provided that, according to the Code's recommendations, the beneficiaries being also Executive Directors have the obligation, even after the period mentioned here above, to continuously keep a certain percentage of the exercised stocks subject of the commitment not to sell until the end of their charge, whose amount is 50%.
Due to the said clause, therefore, the stocks are subject to inalienability and so they cannot be sold, assigned, swapped, carried-over, anyway given to other persons by means of inter vivos deed, until the expiry of the term referred to herein above, unless this is authorized in writing by the Board of Directors, having heard the Nomination and Remuneration Committee.
The 2016-2018 Performance Shares Plan which will be submitted to the approval by the Shareholders' meeting called for April 20, 2016, also provides for lock-up clauses upon expiration of the Vesting Period. Namely, the Beneficiaries that are Executive Directors or Key-managers, shall not transfer, respectively: (i) a number of shares equal to 30% of those allocated until the end of their office, and (ii) a number of shares equal to 30% of those allocated, for at least 24 months from the allocation date, net of the shares assignable for the payment of taxes, and social security contributions, where due, connected with the allocation of the shares.
Such shares shall be subject to a lock-up obligation – and therefore they shall not be transferred, contributed, exchanged, loaned, or be subject to any other acts inter vivos – until the expiration of the term as set forth above, except in case of prior written authorization by the Board of Directors, having consulted with the Remuneration Committee.
The Remuneration Policy does not provide for the subscription of agreements for the directorship relationship with the Directors ruling "ex ante" the economic aspects in case of early termination of the charge or the possible early termination of the relationship by the Company or the concerned person or in case of lack of renewal.
The Remuneration Policy may provide, instead, for agreements ruling "ex ante" the economic aspects in case of early termination of the employment relationship of Key-managers (parachute agreements), subject to the prior assessment and approval by the Board of Directors, having heard the Nomination and Remuneration Committee.
Such compensations must be defined in the light of the reasons underlying the early termination of the employment relationship of Key-managers. In particular, the compensation shall be paid in the following events (i) mutual agreement; (ii) change in the ownership or corporate control if this implies the termination of the relationship within a 6 months term; (iii) dismissal for objective reasons, being the case of Key-manager's resignation which is not due to justified reason expressly excluded, or dismissal due to justified reasons pursuant to article 2119 Italian Civil Code and dismissal due to justified subjective reasons.
However, the compensations shall not be higher than what is provided by the current laws and relevant CCNL in respect of the gross maximum supplementary compensation in case of unjustified dismissal, in addition to the prior notice as per the applicable law and contractual provisions.
Such compensation shall be paid subject to the Key-manager having preliminarily subscribed conciliation minutes pursuant to article 2113 Italian Civil Code and 411 Italian Civil Procedure Code, declaring that his claims regarding the termination of the contract are fully satisfied, waiving all and any other remedies and to receive the indemnities set forth by the applicable law and relevant CCNL arising from the termination of the employment relationship with the sole exception of compulsory treatments provided for by the law.
However, the Company may ask the Key-manager to reimburse, in full or in part, the amounts paid or to withhold the deferred amounts where such amounts have been calculated based on data which then revealed themselves as being clearly incorrect or if the termination of the contract is due to the achieving of results which are objectively inadequate or to behaviors from which a significant loss to the Company derived or, anyway, following acts of willful misconduct or gross negligence resulting into a loss for the Company.
Non-competition agreements may be stipulated, instead, according to the applicable law and regulations.
As mentioned in paragraph F) above, non-monetary benefits may include life insurance, accident insurance and supplemental health insurance other than mandatory forms.
In accordance with the provisions of the Code, the remuneration of non-executive Directors is not linked to the economic results achieved by the Company.
The Remuneration Policy provides for the payment of additional fixed compensation to Nonexecutive Directors and to Independent Directors who are members of Committees formed within the Board to adequately remunerate the additional work and commitment provided to the Company.
See paragraph E) above for further information and for information on the remuneration of Keymanagers.
The Company's Remuneration Policy was drawn up using Italian and foreign companies of similar size and business sector as reference parameters.
Section II is made of two Parts and illustrates the remuneration of individual members of managing and control bodies and, collectively, the remuneration of Key-managers paid in financial year 2015.
In accordance with Annex 3A, Chart 7-bis of the Issuers' Regulation, compensations of Keymanagers are reported collectively because in 2014 none of them received a total compensation higher than the highest of the Directors' total compensation.
Part I of Section II provides a complete illustration of the items composing the remuneration.
As pointed out in the introduction of this Report, the Company has ordinary shares listed on the Electronic Share Market as from December 16, 2013 and, thereafter, maintains therefore the status of company with listed shares, pursuant to article 119 of the TUF.
Items composing the remuneration are detailed in Table 1, as referred to in Annex 3A, Chart 7-bis of the Issuers' Regulation, attached hereto as appendix to Part I of this Section.
The Shareholders Meeting of 4 November 2013 resolved to attribute to the Board of Directors taking office as of 16 December 2013, subject to the listing of the Company's shares, a total gross compensation of Euro 3,186,000.00, inclusive of the emolument for special roles, for the purposes of Art. 2389, paragraph 3, of the Italian Civil Code and Article 22 of the By-laws.
Therefore, the compensations are divided as follows:
an equal fixed compensation of Euro 12,000 per year for all Directors other than the Independent Directors;
an equal fixed compensation for all Independent Directors of Euro 30,000 per year;
With reference to the financial year 2015, the variable compensation (MBO) of the Chairman and Managing Director Remo Ruffini and of the Executive Director Sergio Buongiovanni, in light of results of the EBITDA achieved, benefits, in accordance with the Remuneration Policy currently in force, from the effect of the over performance and the relevant applicable multiplier. Therefore, such variable compensation is increased by Euro 362,460 for Remo Ruffini and Euro 36,246 for Sergio Buongiovanni.
The Chairman and Managing Director Remo Ruffini and the Executive Director Sergio Buongiovanni are also beneficiaries of the plan named "2014-2018 Stock Option Plan for Top Management & Key People" (the "2014-2018 Stock Option Plan") described herein below.
The Executive Director Sergio Buongiovanni has been granted with the following non-monetary benefits: a car, a life/accident and healthcare insurance, for an aggregate amount of Euro 12,633.
On 29 April 2014 the Shareholders Meeting appointed the Board of Statutory Auditors, as it is stated in the premises hereto, granting the same with a fixed yearly remuneration of Euro 60,000 for the Chairman and Euro 41.000 for the other standing Statutory Auditors.
No monetary or non-monetary benefits are paid to the Statutory Auditors.
The total compensation of the three Key-managers has been determined on the basis of the employment relationship in force with the subsidiary Industries S.p.A. and, for the financial year 2015, amounts to Euro 2,149,401. The amount includes the fixed component of remuneration represented by gross annual retribution received as an employee (so-called RAL), the variable component for the purposes of the annual incentive (MBO), which includes the additional amount deriving from the application of the over-performance curve linked to the EBITDA of the Group, the non-monetary benefits, as well as the remuneration for the charges covered within other subsidiaries.
The Key-managers are also beneficiaries of the "2014-2018 Stock Option Plan" (with respect to the Chief Corporate Officer and Worldwide Retail Business and Development Director) and the plan named "2015 Performance Stock Option Plan" (with respect to the Chief Operating Officer) described herein below.
Key-managers are attributed the use of a Company car, life/accident insurance, and supplemental health insurance as non-monetary benefits, for a total amount of Euro 23,133.
The annual incentive (MBO) is the monetary benefit for Key-managers. For the financial year 2015 the amount payable is Euro 688,307. Said amount is paid following the approval by the Board of Directors having heard the Nomination and Remuneration Committee, during the financial year 2016 and after the approval of the financial statements as of 31 December 2015, subject to the verification of the achieve of the relevant objectives.
With reference to the financial year 2015, the variable compensation (MBO) of the Key-managers, in light of results of the EBITDA achieved, benefits, in accordance with the Remuneration Policy currently in force, from the effect of the over performance and the relevant applicable multiplier. Therefore, such variable compensation is increased by aggregate Euro 139,184, compared with the amount payable at target.
* * *
During 2014 the Chairman of the Board of Directors and Managing Director Remo Ruffini, the Executive Director Sergio Buongiovanni and the three Key-managers have been identified as beneficiaries of the 2014-2018 Stock Option Plan approved by the Shareholders' Meeting on 28 February 2014.
The Stock Option Plan 2014-2018 is reserved to delegated Directors, employees and collaborators, including external consultants, of Moncler and its subsidiaries for the purposes of Article 93 of TUF, as identified by the Board of Directors after consulting the Nomination and Remuneration Committee, and provides for the free assignment of a maximum of 5,030,000 options, valid for the subscription of 5,030,000 ordinary shares of Moncler, in the ratio of 1 (one) ordinary share for every 1 (one) option assigned by the deadlines and with the methods established by the plan, at an exercise price of Euro 10.20.
In line with best market practices and the recommendations of the Corporate Governance Code, the Stock Option Plan 2014-2018 has the following objectives: (i) linking overall remuneration and, specifically, the incentive system for executives and key people of the Group, to the actual performance of the Company and to the creation of new value for Moncler Group, as expressed in the Corporate Governance Code; (ii) orienting the Company's key-people toward strategies aimed at pursuing medium-long term results; (iii) aligning the interests of Top and Middle Management with those of the Shareholders and investors; (iv) to further develop retention policies aimed at increasing the loyalty of the Company's key-people and encourage them to remain in the Company or in the Moncler Group; and (v) to further develop policies to attract talented managers and professionals on world markets in order to constantly develop and strengthen the Company's key and distinctive competences.
On 28 February 2014, the Board of Directors allocated the following options (still valid and in the course of their vesting period):
nr. 1,000,000 options to the Chairman and Managing Director Remo Ruffini;
nr. 400,000 options to the Executive Director Sergio Buongiovanni; and
nr. 800,000 options - in total - to the Key-managers (Chief Corporate Officer and Worldwide Retail Business and Development Director).
The Stock Option Plan 2014-2018 subordinates the exercise of the options assigned to beneficiaries to a 3-year vesting period and to the reaching of specific performance targets linked to the consolidated EBITDA of the Moncler Group in 2016.
For all information on the 2014-2018 Stock Option Plan adopted pursuant to Art. 114-bis of the TUF, please refer to the information memorandum drafted pursuant to Art. 84-bis of the Issuers' Regulation and published, along with the remainder of the documentation submitted to the Shareholders' meeting of February 28, 2014 for the approval of the plan, on the Company's website www.monclergroup.com in the "Governance/Corporate Documents" section.
The Stock Option Plan 2014-2018 does not provide for any clause regulating the malus condition and claw back as undertakings of not to sell the subscribed stocks after the vesting period. In order to make the Stock Option Plan 2014-2018 consistent with the Remuneration Policy adopted by the Company as well as to coordinate the same with the 2015 Performance Stock Option Plan (described herein below), the beneficiaries as Executive Directors and Key-managers have executed with the Company an agreement through which they undertake the same obligations arising from the implementation of the above mentioned clauses.
It is hereby pointed out that the Company will not grant further options pursuant to the Plan at stake; that said, following the proposal by the Board of Directors, the Extraordinary Shareholders' Meeting held on April 23, 2015 resolved upon the revocation of the Capital Increase serving the Plan, to the extent not necessary to serve the options already granted to the beneficiaries at such date.
The 2015 Performance Stock Option Plan, approved by the Shareholders' Meeting of 23 April 2015 pursuant to article 114-bis of TUF, is reserved to the Executive Directors, Key-managers, employees and collaborators, including external consultants, of Moncler and its subsidiaries pursuant to article 93 of TUF, indicated by the Board of Directors having heard the opinion of the Nomination and Remuneration Committee and it regards the assignment, free of charge, of some options for the subscription of regular stocks of Moncler, in the ratio of n. 1 (one) regular stock for each n.1 (one) assigned option, pursuant to the terms and conditions set forth by the plan, with an exercise price fixed according to the criteria to be approved by the said Shareholders Meeting.
In May 12, 2015, the Board of Directors, with the favourable opinion of the Remuneration and Nomination Committee, executing the resolutions adopted by the Shareholders' Meeting of April 23, 2015, has inter alia allocated:
The 2015 Performance Stock Option Plan, in line with the best market practices and the recommendations of the Code, aims to achieve the objectives of (i) linking the total remuneration and, in particular, the incentive system of the Group's managers and key-people, to the actual performance of the Company and to the creation of new value for Moncler Group, as stated also by the Corporate Governance Code; (ii) orienting the Company's key people toward strategies aimed to achieve mid-long term results; (iii) aligning the key-people's interests to the Shareholders' and investors' ones; (iv) further developing retention policies for the Company's key-people and incentive their permanence within the Company or Moncler Group; and (v) further developing attraction policies toward skilled managers and professionals worldwide, aiming to keep developing and strengthen the key distinctive skills of Moncler.
The 2015 Performance Stock Option Plan sets forth the exercise of the options assigned to the beneficiaries is subject to expiry of a vesting period equal to 3 years and to the achievement of specific performance targets linked to the consolidated EBITDA of Moncler Group for the last fiscal year of the relevant three years term.
The Plan provides for: (i) malus condition and claw back clauses; ii) a lock-up obligation with respect to the shares subscribed after the vesting period.
For any further details regarding the 2015 Performance Stock Option Plan, please refer to the information note drafted pursuant to article 84-bis of the Issuers' Regulation, available on the website www.monclergroup.com, in the Section "Governance/Shareholders Meeting", as well as the centralized stocking information centre named .
It is hereby pointed out that the Company will not allocate further options pursuant to the Plan at stake; furthermore, the Board of Directors meeting held on March 3, 2016 has resolved upon the possibility to serve the Plan through the Company's own shares in addition to those resulting from the capital increase resolved for the purposes of the Plan itself. That said, the Board of Directors proposed to the Extraordinary Shareholders' Meeting of April 20, 2016 to revoke the capital increase serving the Plan to the extent not necessary to serve the options which, to date, are allocated to the beneficiaries.
The 2016-2018 Performance Share Plan, which will be submitted to the approval by the Shareholders' Meeting of April 20, 2016 pursuant to article 114-bis of the TUF, is addressed to Executive Directors, Key-Managers, the employees and the collaborators, including external consultants of Moncler and its subsidiaries pursuant to article 93 of the TUF, identified by the Board of Directors, having consulted with the Remuneration and Nomination Committee, and concerns the granting of Moncler Rights which give the right, upon achievement of the Performance Targets, to the gratuitous allocation of one (1) Share per each Right granted.
The 2016-2018 Performance Share Plan, in line with the best market practices and the recommendations of the Self-Regulatory Code, aims at: (i) linking the overall remuneration and in particular the incentive system of executives and key personnel of the Group to the actual performance of the Company and to the creation of new value for the Moncler Group, as also intended by the Self-Regulatory Code; (ii) directing the key personnel towards strategies aimed at achieving medium-long term results; (iii) aligning the interests of the key personnel with those of shareholders and investors; (iv) further developing retention policies aimed at building loyalty among key personnel and encourage them to stay within the Company or the Moncler Group; and (v)further developing policies designed to attract talented managerial and professional personnel on the world's job markets, for the purpose of the continuously develop and strengthen Moncler's key and distinctive competences.
Pursuant to the 2016-2018 Performance Share Plan, the exercise of the Moncler Rights granted to the relevant beneficiaries to the expiry of a 3-year vesting period and to the achievement of specific performance targets linked to the Moncler Group's consolidated earning per share ("EPS") of the last financial year of the 3-year Vesting Period.
The Plan provides for: (i) malus condition and claw back clauses; ii) a lock-up obligation with respect to the shares subscribed after the vesting period.
For any further information on the 2016-2018 Performance Share Plan, reference can be made to the information memorandum drafted pursuant to Art. 84-bis of the Issuers' Regulation, published on the Company's website www.monclergroup.com in Section "Governance/Shareholders' Meeting, as well as on as well as the centralized stocking information centre named .
* * *
In the course of financial year 2015, a "parachute" agreement has been entered into with a Keymanager, for any event of early termination of the employment relationship.
* * *
Part II of this Section II contains an analysis of the remuneration paid by the Company and other Companies of the Group in financial year 2015, for any reason and in any form, to the Directors, Statutory Auditors and Key-managers, using the tables contained in Annex 3A, Chart 7-bis to the Issuers' Regulation. Information is provided separately with reference to the position in the Company and those held in the Group's subsidiaries and associates.
This Report also includes the tables provided for by Annex 3A, Chart 7-ter, of the Issuers' Regulation, which illustrate the participations into the Company and its subsidiaries owned by the Directors, Statutory Auditors and Key-managers, in accordance with article 84-quater, paragraph 4, of the Issuers' Regulation.
Attached hereto is also table No. 1 provided for by Annex 3A, Chart 7, of the Issuers' Regulation, on the implementation status of the 2014-2018 Stock Option Plan for Top Management & Key People, as well as on the 2015 Performance Stock Option Plan.
* * *
| First and Last name |
Office | Fixed Term of End of the term remuneration charge of charge |
Rem. for the participation |
Variable remuneration (non-equity) |
Non Other monetary compens |
Total | Fair Value of equity |
Compensati on for the |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| for the charge | into Committees |
Bonus and other incentives |
Particip.tn into the profits |
benefits | ations | remuneration | end of the charge or termination of the employm.t |
|||||
| Remo Ruffini | chairman | 01/01/2015 - 31/12/2015 |
Approval of financial statements as of 31/12/2015 |
relationship | ||||||||
| statements | Remuneration from the company drafting the financial | 1,512,000 (1) | - | 1,362,460(9) | - | - | - | 2,512,000 | 1,100,145 (14) | - | ||
| Remuneration from subsidiaries | 10,000 (2) | - | - | - | - | 10,000 | - | - | ||||
| Total | 1,522,000 | - | 1,362,460 | - | - | - | 2,522,000 | 1,100,145 | - | |||
| Virginie Morgon |
vice chairman |
01/01/2015 - 31/12/2015 |
Approval of financial statements as of 31/12/2015 |
|||||||||
| statements | Remuneration from the company drafting the financial | 12,000 | 10,000 (3) | - | - | - | - | 22,000 | - | - | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 12,000 | 10,000 | - | - | - | - | 22,000 | - | - | |||
| Nerio Alessandri |
independent director |
01/01/2015 - 31/12/2015 |
Approval of financial statements as of 31/12/2015 |
|||||||||
| statements | Remuneration from the company drafting the financial | 30,000 | 20,000 (3) (4) | - | - | - | - | 50,000 | - | - | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 30,000 | 20,000) | - | - | - | - | 50,000 | - | - | |||
| 01/01/2015 Approval of Vivianne - financial director Akriche 31/12/2015 statements as of 31/12/2015 |
||||||||||||
| Remuneration from the company drafting the financial statements |
12,000 | 10,000 (4) | - | - | - | - | 22,000 | - | - | |||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - |
| Total | 12.000 | 10.000 | - | - | - | - | 22,000 | - | - | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Alessandro | independent | 01/01/2015 - |
Approval of financial |
|||||||||
| Benetton | director | 31/12/2015 | statements as | |||||||||
| of 31/12/2015 | ||||||||||||
| Remuneration from the company drafting the financial | ||||||||||||
| statements | 30.000 | - | - | - | - | - | 30,000 | - | - | |||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 30.000 | - | - | - | - | - | 30,000 | - | - | |||
| 01/01/2015 | Approval of | |||||||||||
| Christian | Director | - | financial | |||||||||
| Blanckaert | 31/12/2015 | statements as | ||||||||||
| of 31/12/2015 | ||||||||||||
| Remuneration from the company drafting the financial | 12,000 | - | - | - | - | - | 12,000 | - | - | |||
| statements | Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | ||
| Total | 12,000 | - | - | - | - | - | 12,000 | - | - | |||
| 01/01/2015 | Approval of | |||||||||||
| Sergio | director | - | financial | |||||||||
| Buongiovanni | 31/12/2015 | statements as | ||||||||||
| of 31/12/2015 | ||||||||||||
| Remuneration from the company drafting the financial | 312.000 (7) | - | 136,246 (9) | - | 12,633(6) | 460,879 | 524,906 (8) | - | ||||
| statements | ||||||||||||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 312.000 | - | 136,246 | - | 12,633 | 460,879 | 524,906 | - | ||||
| 01/01/2015 | Approval of | |||||||||||
| Marco De | director | - | financial | |||||||||
| Benedetti | 31/12/2015 | statements as | ||||||||||
| of 31/12/2015 | ||||||||||||
| Remuneration from the company drafting the financial | 12,000 | 20,000 (3) (4) | - | - | - | - | 32,000 | - | - | |||
| statements | ||||||||||||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 12,000 | 20,000 | - | - | - | - | 32,000 | - | - | |||
| Pier | 01/01/2015 Approval of |
|||||||||||
| - financial Francesco director |
||||||||||||
| 31/12/2015 statements as Saviotti |
||||||||||||
| of 31/12/2015 | ||||||||||||
| Remuneration from the company drafting the financial | 12,000 | - | - | - | - | - | 12,000 | - | - | |||
| statements | ||||||||||||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - |
| Total | 12 ,000 |
- | - | - | - | - | 12 ,000 |
- | - | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gabriele Galateri di Genola |
Independent Director |
07/07/2014 – 31/12/2014 |
Approval of financial statements as of 31/12/2015 |
|||||||||
| statements | Remuneration from the company drafting the financial | 30,000 | (3) (4 ) 20,000 |
- | - | - | - | 50,000 | - | - | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 30,000 | 20,000 | - | - | - | - | 50,000 | - | - | |||
| Diva Moriani | director | 01/01/2015 - 31/12/201 5 |
Approval of financial statements as of 31/12/2015 |
|||||||||
| statements | Remuneration from the company drafting the financial | 12,000 | (3)(4 ) 20,000 |
- | - | - | - | 32,000 | - | - | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | |||
| Total | 12,000 | 20,000 | - | - | - | - | 32,000 | - | - | |||
| Mario Valenti |
Chairman of Approval of 01/01/2015 the Board of financial - Statutory statements as 31/12/201 5 Auditors of 31/12/2016 |
|||||||||||
| statements | Remuneration from the company drafting the financial | 60,000 | - | - | - | - | - | 60,000 | - | - | ||
| Remuneration from subsidiaries | 24,000(10) | - | - | - | - | - | ( 24,000 |
- | - | |||
| Total | 84,000 | - | - | - | - | - | 84,000 | - | - | |||
| Raul Francesco |
Statutory Auditor |
01/01/2015 - |
Approval of financial statements as |
|||||||||
| Vitulo | 31/12/201 5 |
of 31/12/2016 | ||||||||||
| statements | Remuneration from the company drafting the financial | 41,000 | - | - | - | - | - | 41,000 | - | - | ||
| Remuneration from subsidiaries | 24,132 (11) | - | - | - | - | - | 24,132 | - | - | |||
| Total | 65,132 | - | - | - | - | - | 65,132 | - | - | |||
| Antonella Suffriti |
Approval of 01/01/2015 Statutory financial - Auditor statements as 31/12/201 5 of 31/12/2016 |
|||||||||||
| statements | Remuneration from the company drafting the financial | 41,000 | - | - | - | - | - | 41,000 | - | - |
| Remuneration from subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 41,000 | 41,000 | |||||||||
| (12) Key-managers (3) |
01/01/2015 - Open-term 31/12/2015 (12) |
||||||||||
| Remuneration from the company drafting the financial statements |
- | - | - | - | - | - | - | - | - | ||
| Remuneration from subsidiaries | 1,437,960 (7) | - | 688,307 (9) | - | 23,133 (11) | - | 2,149,401 | 1,221,969 (8) | |||
| Total | 1,437,960 | - | 688,307 | - | 23,133 | - | 2,149,401 | 1,221,969 |
(1) Euro 12.000 as remuneration for the office of Director of Moncler
(2) Remuneration for the office of Director of Industries S.p.A.
(3) Euro 10.000 as remuneration for the office of member of the Nomination and Remuneration Committee of Moncler
(4) Euro 10.000 as compensation for the office of member of the Control and Risks Committee of Moncler
(5) Euro 12.000 as remuneration for the office of Director of Moncler
(6) Including: car, Life Insurance, Accident Insurance, Healthcare Insurance
(7) Remuneration paid for the office of Director of subsidiaries; including a fixed remuneration for the office of Managing Director of Industries S.p.A. of the Chief Corporate Officer, Mr. Luciano Santel, a fixed remuneration for the office of Managing Director of Industries S.p.A. held by the Chief Operating Officer Mr. Robert Philippe Eggs, as well as a fixed remuneration as Managing Director of Moncler Ciolina SA for the WW Retail Business and Development Director, Mr. Andrea Tieghi
(8) The part of the remuneration based on equity relating to the concerned fiscal year is indicated herein and calculated distributing the fair value on the assignment day of said equity means, calculated by means of actualization techniques, during the vesting period. The options allocated on28/2/2014 within the Stock Option Plan "Top Management & Key People 2014 – 2018" are subject to a threeyear vesting period and their exercise is subject to the achieving of the performance targets connected to the EBITDA 2016, as resulting from the consolidated financial statements of such fiscal year and other terms and conditions of the Plan's Regulation. The options allocated on 23/04/2015 within the scope of the "2015 Stock Option Plan" are subject to a 3-year vesting period, and their exercise is subject to the achievement of performance targets linked to the 2017 EBITDA, as resulting from the consolidated financial statements of such financial year, and to the remainder of the conditions set forth in the Regulation of the Plan.
(9) The annual incentive (MBO) will be paid during 2016, after the approval of the financial statements as of 31/12/2015 and subject to the prior verification of the objectives' achievement
(10) Euro 22,000 as Statutory Auditor of Industries S.p.A. and Euro 2,000 as Statutory Auditor of Industries Sportswear Company S.p.A.
(11) Euro 15.000 as Statutory Auditor of Industries S.p.A., Euro 2,000 as Statutory Auditor of Industries Sportswear Company S.p.A., and Euro 7,132 as Statutory Auditor of Moncler Lunettes S.r.l. (12)One Key-manager appointed as of 1/5/2015.
| Stocks held at the beginning of the Fiscal Year |
Options assigned during the Fiscal Year | Options exercised during the Fiscal Year |
Options expired during the Fiscal Year |
Options held at the end of the Fiscal Year |
Options related to the Fiscal Year |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First and Last Name |
Office | Plan | mber of options Nu |
Exercise Price | Period of the possible exercise |
mber of options Nu |
Exercise Price | Period of the possible exercise |
Fair value on the ment date assign |
ment date Assign |
Market value of the stocks underlying the options assignment |
mber of options Nu |
Exercise Price | underlying stocks on the Market value of the exercise date |
mber of options Nu |
mber of options Nu |
Fair value (2) |
| Ruffini Remo | Chairman | 28/02/2014 Plan - Top Manager & Key People |
|||||||||||||||
| Remuneration from the company drafting the financial statements |
- | - | - | 1,000,000 | 10.2 | (1) | 4,159,700 | 28/02/ 2014 |
13.27 | - | - | - | - | 1,000,000 | 1,312,265 | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Total | - | - | - | 1,000,000 | - | - | 4,159,700 | - | - | - | - | - | - | 1,000,000 | 1,312,265 | ||
| Buongiovanni Sergio |
Director | 28/02/2014 Plan - Top Manager & Key People |
|||||||||||||||
| Remuneration from the company drafting the financial statements |
- | - | - | 400,000 | 10.2 | (1) | 1,663,880 | 28/02/ 2014 |
13.27 | - | - | - | - | 400,000 | 524,906 | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||
| Total | - | - | - | 400,000 | - | - | 1,663,880 | - | - | - | - | - | - | 400,000 | 524,906 | ||
| Key managers (2) |
28/02/2014 Plan - Top Managers & Key People |
||||||||||||||||
| Remuneration from the company drafting the financial statements |
- | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||
| Remuneration from subsidiaries | - | - | - | 800,000 | 10.2 | (1) | 3,327,760 | 28/02/ 2014 |
13.27 | - | - | - | 800,000 | 1,049,812- | |||
| Total | - | - | - | 800,000 | - | - | 3,327,760 | - | - | - | - | - | 800,000 | 1,049,812- |
| Key-managers (1) | 12/05/2015 Performance Stock Option Plan |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from the company drafting | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |
| the financial statements | ||||||||||||||||
| Remuneration from subsidiaries | - | - | - | 600,000 (4) | 16.3 4 |
(2) | 1,927,620 | 12/05/ 2015 |
16.21 | - | - | - | 600,000 | 172,157 | ||
| Total | - | - | - | 600,000 | - | - | 1,927,620 | - | - | - | - | - | 600,000 | 172,157 |
(1) The options allocated on 28/2/2014 within the "Stock Option Plan 2014 – 2018 Top Management & Key People" are subject to a three-years vesting period and their exercise is subject to the achieving of the performance targets connected to the EBITDA 2016, as resulting from the consolidated financial statements of such fiscal year and other terms and conditions of the Plan's Regulation (therefore, the possible exercise period may start from April 2017 and terminate in October 2018 (expiration date)
(3) It is indicated herein the part of the remuneration based on equity means relating to the fiscal year, calculated by sharing the said equity instruments' fair value as of the assignment date, using actualizing techniques, during the vesting period.
(4) Beneficiary is a Key-manager Mr. Roberto Eggs, who, after the date of the allocation by the Board of Directors of Moncler, has also been appointed on May 27, 2015 as Director of the subsidiary Industries S.p.A.
(2) The options allocated on 23/04/2015 within the scope of the "2015 Stock Option Plan" are subject to a 3-year vesting period, and their exercise is subject to the achievement of performance targets linked to the 2017 EBITDA, as resulting from the consolidated financial statements of such financial year, and to the remainder of the conditions set forth in the Regulation of the Plan; the period of the possible exercise, therefore, shall start the day following the date of the achievement of the performance targets, approximately within the first quarter of 2018 and shall end on June 2020 ("expiration date")
| First and Last name Office |
Plan | Annual Bonus (1) | Previous Years Bonus | Other Bonus | |||||
|---|---|---|---|---|---|---|---|---|---|
| Payable/Paid | Postponed | Relevant Period |
Not Payable anymore |
Payable/Paid | Still Postponed |
||||
| Remo Ruffini | Chairman | Annual incentive (MBO 2015) |
|||||||
| Remuneration from the company drafting the financial statements | 1,362,460 | - | 2015 | - | - | - | - | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | ||
| Total | 1,362,460 | - | - | - | - | - | - | ||
| Sergio Buongiovanni | Director | Annual incentive (MBO 2015) |
|||||||
| Remuneration from the company drafting the financial statements | 136,246 | - | 2015 | - | - | - | - | ||
| Remuneration from subsidiaries | - | - | - | - | - | - | - | ||
| Total | 136,246 | - | - | - | - | - | - | ||
| Annual incentive (MBO Key-managers (3) 2015) |
|||||||||
| Remuneration from the company drafting the financial statements | - | - | - | - | - | - | - | ||
| Remuneration from subsidiaries | 688,307 | - | 2015 | - | - | - | - | ||
| Total | 688,307 | - | - | - | - | - | - |
(1) The Annual incentive (MBO) will be paid during 2016, after the approval of the financial statements as of 31/12/2015 and subject to verification of the achievement of the objectives
(2) One Key-manager appointed as of 1/5/2015.
| First and Last name | Office | Way of | Participated | Number of stocks | Number of | Number of | Number of |
|---|---|---|---|---|---|---|---|
| shareholding | company | owned as of | purchased stocks | sold stocks | stocks owned as | ||
| 31/12/2014 | of 31/12/2015 | ||||||
| Direct ordinary | - | - | - | - | |||
| Remo Ruffini | chairman | shares | Moncler S.p.A. | ||||
| Indirect ordinary shares (1) |
79,743,544 | - | - | 79,743,544 | |||
| Virginie Morgon | vice-chairman | - | - | - | - | - | - |
| Nerio Alessandri | independent director | - | - | - | - | - | - |
| Vivianne Akriche | director | - | - | - | - | - | - |
| Alessandro Benetton | independent director | - | - | - | - | - | - |
| Christian Blanckaert | director | - | - | - | - | - | - |
| Direct ordinary | |||||||
| Sergio Buongiovanni | director | shares | Moncler S.p.A. | 91,450 | - | 91,450 | |
| Indirect ordinary shares (2) |
675,000 | 50,000- | 625,000 | ||||
| Marco De Benedetti | director | - | - | - | - | - | - |
| Pier Francesco Saviotti | director | - | - | - | - | - | - |
| Gabriele Galateri di Genola | independent director | - | - | - | - | - | - |
| Diva Moriani | director | - | - | - | - | - | - |
| chairman of the | |||||||
| Mario Valenti | board of statutory | - | - | - | - | - | - |
| auditors | |||||||
| chairman of the | |||||||
| Raul Francesco Vitulo | board of statutory | - | - | - | - | - | - |
| auditors | |||||||
| Antonella Suffriti | statutory auditor | - | - | - | - | - | - |
| Indirect ordinary | |||||
|---|---|---|---|---|---|
| shares (2) | - | - | - | - |
(1) The indirect shareholding is owned through the company Ruffini Partecipazioni S.r.l. (with a 86% interest)
(2) The indirect shareholding is owned through the company Goodjohn & Co S.r.l.
| Number of Key-managers | Participated company |
Way of shareholding | Number of stocks owned as of 31/12/2014 |
Number of purchased stocks |
Number of sold stocks |
Number of stocks owned as of 31/12/2015 |
|---|---|---|---|---|---|---|
| (1) | Direct ordinary shares | 81,369 | 61,000 | 113,369 | 29,000 | |
| 3 | Moncler S.p.A. | Indirect ordinary shares |
- | - | - | - |
(1) One Key-manager appointed as of 1/5/2015.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.