Remuneration Information • Apr 4, 2019
Remuneration Information
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Registered office at Via Stendhal 47, Milan - share capital Euro 50.955.998,20 fully paid-in Milan Companies Register, tax code and VAT no. 04642290961 - REA no. 1763158
Prepared pursuant to Art. 123-ter of Italian Legislative Decree no. 58 of February 24, 1998 and 84-quater of the Issuers' Regulation
Approved by the Board of Directors meeting of February 28, 2018 Published on the website www.monclergroup.com,under sections "Governance/Shareholders' Meeting" and "Governance/Remuneration"
the year 2018 is the last year of the current Board of Directors' mandate and the Committee that I have the honor to chair, as well as pursuing the corporate values of Moncler through the implementation and updating of the planned remuneration policies, has deemed appropriate to implement the necessary activities to guide the choices of Shareholders in the renewal of the Board, taking into account, among other things, the diversity criteria. In this regard, the Committee paid particular attention, in the course of the year just ended, to issues related to diversity, not only gender, in order to increasingly enhance the different skills and different professional profiles within the management and control bodies of Moncler; diversity as a fundamental element of sustainability in the medium to long term of business activity has always been a value for Moncler to pursue.
In particular, the Committee, among the various activities carried out:
The continuity of the Group' extremely positive performance confirms the validity of the Remuneration Policy and, in particular, the incentive system, that is an integral part of it, and its ability to sustainably achieve the medium-long term objectives of the Group.
I am therefore convinced that the Remuneration Policy represents a fundamental lever of Moncler Group for the value creation and I trust that this Report can represent to our Shareholders and to the market, in an appropriate, clear and transparent manner, the main elements of the Remuneration Policy, including its ability to ensure that management' remuneration is linked to actual and repeatable results.
I take this opportunity to thank the Directors Virginie Morgon and Marco De Benedetti, as well as the Board of Statutory Auditors for their precious contribution to the Committee's work and to express my best wishes for the future to the new members of the Committee.
Diva Moriani
Chairwoman of the Nomination and Remuneration Committee.
| LETTER OF THE CHAIRWOMAN OF THE NOMINATION AND REMUNERATION COMMITTEE 3 |
|---|
| INDEX5 |
| GLOSSARY 6 |
| INTRODUCTION 8 |
| SECTION I REMUNERATION POLICY10 |
| 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 10 |
| B) Activity of the Nomination and Remuneration Committee; composition, experience and 10 functioning rules of this Committee |
| D) Purposes pursued with the Remuneration Policy, principles underlying it and any change in the Remuneration Policy compared with the previous year 13 |
| E) Description of policies regarding the fixed and variable components of the compensation 15 package |
| F) Policy regarding non-monetary benefits 21 |
21 G) Description of performance targets used to assign variable components |
| H) Criteria applied to the evaluation of performance targets used to assign shares, options, other financial instruments, or other variable components of remuneration 21 |
| I) Information pointing out the consistency of the Remuneration Policy with the pursuit of the with its risk management policy 21 Company's long-term interests and |
22 J) Vesting periods and deferred payment systems |
| K) Information on clauses for holding financial instruments in portfolio after purchase 22 |
24 L) Policy regarding benefits provided in case of resignation or termination of employment |
25 M) Information on insurance, health, or pension coverage other than mandatory forms |
| N) Remuneration Policy applied to: (i) Independent Directors, (ii) participation in committees, 25 and (iii) performance of special roles |
25 O) Other companies as reference for the definition of the remuneration policy |
| SECTION II26 |
| ITEMS MAKING UP REMUNERATION 26 PART I – |
| TABLES 34 PART II – |
| Corporate | The corporate governance code of listed companies approved in July | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Governance | 2018 by the Corporate Governance Committee promoted by Borsa | |||||||||
| 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 pursuant to the Corporate Governance Code. | |||||||||
| Committee | ||||||||||
| Board of |
The board of directors of Moncler. | |||||||||
| Directors | ||||||||||
| Board of |
The board of statutory auditors of Moncler. | |||||||||
| Statutory | ||||||||||
| Auditors | ||||||||||
| Consolidated | The Italian Legislative Decree of February 24, 1998 no. 58, as |
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| Law on Finance | subsequently amended and integrated. | |||||||||
| Issuers' | The Regulation issued by Consob by resolution no. 11971 of May 14, | |||||||||
| Regulation | 1999 regarding stock issuers, as subsequently amended and integrated. | |||||||||
| Key-managers | Those having the power and responsibility – direct or indirect – of |
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| 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 March 12, 2010, as subsequently amended and integrated. |
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| MBO | The management by objective system for the short-term variable | |||||||||
| incentive component. | ||||||||||
| Moncler Group |
Collectively the Issuer and the other companies directly or indirectly | |||||||||
| or Group | controlled by Moncler S.p.A. pursuant to Article 93 of the | |||||||||
| Consolidated Law on Finance. | ||||||||||
| or Moncler |
Moncler S.p.A., a company with registered office in Milan, Via | |||||||||
| Company | Stendhal, 47 – Share capital: Euro 51,164,024.80, Company Register of |
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| Milan, taxpayer's code and VAT number 04642290961. |
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| Remuneration | The policy adopted by the Company regarding remuneration of the | |||||||||
| Policy or Policy |
Directors and Key-managers of the Company. | |||||||||
| Report | The present report on remuneration, drafted pursuant to Article 123- |
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| ter of the Consolidated Law on Finance, Article 84-quater of the Issuers' |
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| Regulation. | ||||||||||
| Shareholders' | The Shareholders meeting of Moncler. | |||||||||
| Meeting | ||||||||||
| Shares | The shares of the Company. |
| Strategic | The committee acting in an advisory capacity established for | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Committee | supporting the Chairman and 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. |
This Report was approved on February 28, 2019 by the Board of Directors of Moncler, upon proposal by the Nomination and Remuneration Committee at the meeting held on February 26, 2019 and is made of two Sections:
For the purposes of the Report, it is hereby stated as follows:
i. Remo Ruffini, Chairman of the Board of Directors and Chief Executive Officer);
ii. Luciano Santel, Executive Director, Chief Corporate & Supply Officer and manager in charge for preparing the Company's financial reports pursuant to art. 154-bis of the Consolidated Law on Finance;
The Executive Directors and the Key Managers serve on the Strategic Committee.
Although she does not hold the role as Key-manager, Francesca Bacci also is a member of the Strategic Committee and, as from December 1, 2017 she has joined Moncler Group as Operation and Supply Chain Director .
* * *
The Remuneration Policy referred to under Section I of this Report will be submitted to the advisory vote of the Shareholders within the annual Shareholders' Meeting called, pursuant to art. 2364 of the Italian Civil Code to approve the 2018 financial statement. Pursuant to art. 123-ter, paragraph 6, of the Consolidated Law on Finance, 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-quater 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 sections "Governance/Shareholders Meeting" and "Governance/Remuneration" as well as at the centralized stocking information center named , not later than twenty-one days before the date of the Shareholders Meeting.
Milan, February 28, 2019
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, the Board of Statutory Auditors and the Shareholders' Meeting.
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 the Consolidated Law on Finance, 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, and the Board of Directors are responsible of the correct implementation of the Remuneration Policy.
The Remuneration of 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 art. 2389, paragraph 3, of the Italian Civil Code and art. 22 of the bylaws of the Company currently in force (the "Bylaws").
On April 21, 2016, the Board of Directors appointed the members of the Nomination and Remuneration Committee, after the amendment of the relevant regulation and recalculation from 5 to 3 of the members of the Committee, which shall be in office until the date of approval of the financial statements for the year ended on December 31, 2018. The Nomination and Remuneration Committee is composed by the following 3 non-Executive Directors (whose majority is made of Independent ones), according to the combined provisions of art. 147-ter, paragraph 4 and art. 148, paragraph 3 of the Consolidated Law on Finance, and of art. 3 of the Corporate Governance Code:
Diva Moriani (Chairman of the Nomination and Remuneration Committee), Virginie Morgon and Marco De Benedetti (Independent Director).
The Board also verified that the Chairman Diva Moriani and the Director Director De Benedetti have adequate knowledge and experience in financial remuneration matters.
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 or Managing Director, and, anyway, 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 the Head of the Human Resources department of the Company, the Keymanager in charge for preparing the Company's financial reports, the other Directors may participate as well, also other persons whose are responsible for corporate functions of the Company and its subsidiaries, persons with reference to specific items on the agenda in order to provide information and express evaluations or persons whose presence may help to improve the Committee's work, to the meetings of the Nomination and Remuneration Committee.
The meetings of the Nomination and Remuneration Committee are recorded in minute which are kept by the secretary in chronological order and sent in copy to the members of the Committee, as well as, to the Chairman of the Board of Auditors.
In line with the recommendations of application criterion 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, except where the proposals are related to the generality of the members of the committees established on the Board of Directors.
The resolutions of the Nomination and Remuneration Committee are adopted by absolute majority of the Committee's members in charge.
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:
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.
The Chairman of the Nomination and Remuneration Committee reports (i) to the next following Board meeting on each meeting previously held and annually report to the Board of Directors on its activity and (ii) reports to the Shareholders' Meeting on an annual basis on the approval of the financial statements about arrangements for the exercise of its functions.
During the financial year 2018 the Nomination and Remuneration Committee expressed a prior opinion with respect to the policy on diversity for the composition of the Board of Directors and the Board of Statutory Auditorsto (the "Policy") pursuant to art. 123-bis, paragraph 2, letter d-bis of the Italian Consolidated Law on Finance and in acceptance of the new recommendations of the Corporate Governance Code on diversity.
The Policy was previously submitted to the review of the Nomination and Remuneration Committee, together with the Board of Statutory Auditors, at its meeting on October 4, 2018 and was subsequently approved by the Board of Directors at its meeting on December 18, 2018. The Policy includes the recommendation that, taking into account the outcomes of board evaluation carried out by the Board have been identified by the same Board as conditions to exercise their duties in the most effective manner.
The Policy pursues the Company's objective, which is in line with the stakeholders' expectations and in compliance with the cornerstones on which the corporate governance system and the values of the code of ethics of the Group are based, of creating the necessary conditions for its management and supervisory bodies to exercise their duties in the most effective and lawful manner, through decision-making processes that express a majority of qualified and diverse contributions. More specifically, the Company intends to pursue this objective, through 3 basic principles: (i) protection of gender equality; (ii) upholding the independence of Directors; and (iii) research on the diversity of managerial and professional skills.
Moreover the Nomination and Remuneration Committee provided support for the Board with respect to the guidelines to Shareholders on the size and the composition of the renewal of the Board of Directors, in line with the application criterion 1.C.1, let. h) of the Corporate Governance Code takin into account, inter alia, the diversity criteria referred to in art. 2 of the Corporate Governance Code.
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:
The Remuneration Policy of Executive Directors and Key-managers is inspired to the following principles:
(i) the fixed component and the variable component of remuneration are adequately balanced based on the Company's strategic objectives and its policy on risk management, with reference to its business field and the characteristics of the activities it conducts;
Moreover, the Remuneration Policy includes the following:
(i) parachute agreements to the Key-managers, effective in case of early termination of the employment relationship;
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 application 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 (application criterion 6.C.1. letter f) and 6.C.3.).
With regard to point (ii), the introduction of the claw back / malus clauses has been deemed as positive according to the Corporate Governance Code, 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" (application criterion 6.C.1, letter f of the Corporate Governance Code).
Regarding point (iii), exclusively during the first year of the employment relationship it could be confer to selected high profile managers (including therefore Key-managers) a total or partial guaranteed MBO (entry bonus), or in whole or in part bound to qualitative bound of strategicoperational significant relevance. Such entry bonus, to date, are not provided for Executive Directors.
The Board of Directors considered it appropriate to distinguish the remuneration structure in relation to the competences and executive/managerial responsibilities recognised to the persons concerned and consequently autonomously define the remuneration criteria of:
More specifically, considering the objectives and criteria of the Remuneration Policy, the remuneration of Directors and Key-managers is determined as follows:
Pursuant to the applicable laws and Bylaws provisions, In accordance with the law and the articles of association, the remuneration paid to Directors for the positions they hold is determined by the Shareholders' Meeting, and may include either the aggregate amount of remuneration to be paid or specific details on how it is to be divided among the Directors. The members of the Board of Directors are entitled to reimbursement of any expenses incurred by reason of their position.
The remuneration 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 Executive 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:
(i) a fixed component consistent with the level of internal authority, special positions, and strategic responsibilities assigned;
(ii) a variable component defined within pre-established limits and designed to reward expected short-term (in case of MBO) and medium/long-term results (in case of incentive plans).
The annual fixed component and the short-term variable (i.e., the 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 and the people engagement).
The MBO must be structured in order to enable to foreseen that the variable component of the remuneration deriving from achieving the targets set forth from time to time, does not exceed, also in the event of significant over performance, 100% of the fixed 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 Consolidated Law on Finance, 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.
The remuneration benchmark is carried out with the support of a method of evaluations enabling a consistent comparisons and ensures a competitive alignment with the market. The Company, with the support of leading international consultancy firms, has therefore identified a comparison panel that is more limited and comparable to Moncler in terms of size and sector of belonging, creating in this way a further reference for the definition of the Remuneration Policy.
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-managers, provided they do not report directly to the Chairman of the Board of Directors and Chief Executive Officer, are preliminarily submitted to the latter by the Human Resources Function and then shared with the Nomination and Remuneration Committee. Proposal for the fixed component of the remuneration of Key-managers reporting hierarchically to the Chairman of the Board of Directors and Chief Executive Officer are resolved by the Board of Directors, after obtaining the prior opinion of the Nomination and Remuneration Committee. The individual performance, the level of responsibility, the experience and the expertise of the Keymanagers may positively influence the review of the remuneration of the same Key-managers.
The variable component may consist on (a) an annual incentive (MBO) and (b) on the application of incentive plans based on financial instruments pursuant to art. 114-bis of the Consolidated Law on Finance.
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 and the people engagement. Its amount may vary from about 20% up to a maximum annual incentive of 50% of the fixed component. In case of significant over performance, the Board of Directors, after obtaining the prior opinion of 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. With the aim to increase the attraction and retention potential, 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 the Consolidated Law on Finance, 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.
In addition to the above, following it is a description of the short-term variable instrument (management by objectives - MBO) composition in relation to the remuneration variable component of Executive Directors and Key-managers.
The key parameters used in the Executive Directors and Key-managers MBOs, as approved from time to time by the Board of Directors, are the Group's consolidated EBITDA, Free Cash Flow, compliance with the sustainability plan and the improvement of the People Engagement rate, as resulting from the Employee Opinion Survey periodically conducted by the Group.
The sustainability plan, with the aim of bringing the Company towards an increasingly complete integration of environmental and social aspects in its way of operating, outlines the strategic guidelines for the medium-long term in the extra-financial area1 .
In some cases, these parameters may be supplemented by more specific indicators of the business managed by the Key-manager.
| Collective Performance | Individual Performance | ||||||
|---|---|---|---|---|---|---|---|
| Band | Weight | KPI | Weight | KPI | |||
| Executive | 30% | - Free Cash Flow |
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| Directors and | 55% | Group's EBITDA |
10% | - Sustainability |
|||
| Key-managers | 5% | - People Engagement |
An over-performance curve is used for financial indicators with the aim of encouraging excellent individual performance and contributing to the creation of Company value; a multiplier effect linked to the achievement of the target Group's EBITDA can be also applied to the total value thus achieved. Both follow the diagram below:
| Achieved Target Lever | % PAYOUT | |
|---|---|---|
| From | to | |
| < 98% | 0% | |
| 98% | 98,99% | 50% |
| 99% | 99,99% | 75% |
| 100% | 100,99% | 100% |
| 101% | 101,99% | 107% |
| 102% | 102,99% | 114% |
| 103% | 103,99% | 121% |
| 104% | 104,99% | 129% |
| 105% | 105,99% | 136% |
| 106% | 106,99% | 143% |
| ≥107% | 150% (*) | |
| (*) Maximum payout |
1 https://www.monclergroup.com/en/sustainability/strategy/sustainability-plan

With a distribution curve showed in the following graph:
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-managers is structured in such a manner as to:
With reference to the incentive plans based on financial instruments pursuant to art. 114-bis of the Consolidated Law on Finance, 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 art. 114 bis of the Consolidated Law on Finance, 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 obligations aimed to keep financial instruments within the portfolio purchased with reference to the "2015 Performance Stock Option Plan", the "2016-2018 Performance Shares Plan" and the "2018-2020 Performance Shares Plan", as follows:
a) The stock option plan named "2015 Performance Stock Option Plan" (the "2015 Performance Stock Option Plan"), approved by the Shareholders' Meeting of April 23, 2015, includes the commitment not to sell the stocks upon the beneficiaries being Executive Directors and Keymanagers. 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.
In that regard, as of the date of this Report, all of the option rights referred to in the 2015 Performance Stock Option Plan have been exercised pursuant to the terms and conditions provided therein; therefore, the above plan is terminated.
b) The plan called "2016-2018 Performance Shares Plan" (the "2016-2018 Performance Shares Plan") approved by the Shareholders' Meeting of 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.
c) The plan called "2018-2020 Performance Shares Plan" (the "2018-2020 Performance Shares Plan") approved by the Shareholders' Meeting of April 16, 2018, 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 Nomination and Remuneration Committee.
Page 23 of 49 Otherwise, the plan named "2014-2018 Stock Option Plan - Top Management & Key People" approved by the Shareholders' Meeting of February 28, 2014 (the "2014-2018 Top Management Stock Option Plan") does not provide for undertakings to sell the subscribed stocks after the vesting period. In order to make the 2014-2018 Top Management Stock Option Plan consistent with the Remuneration Policy adopted by the Company, as well as coordinating it with the 2015 Performance Stock Option Plan (described below), the Executive Directors and Key-managers as beneficiaries have reached an agreement with the Company through which they undertake the same obligations arising from the implementation of the above mentioned clauses.
In that regard, as of the date of this Report, all of the option rights referred to in the 2014-2018 Top Management Stock Option Plan have been exercised pursuant to the terms and conditions provided therein; therefore, the above plan is terminated.
The Remuneration Policy does not provide for the subscription of agreements for the directorship relationship ruling "ex ante" the economic aspects in case of early termination of the charge from a Director 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 art. 2119 of the 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 un-justified 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 art. 2113 of the Italian Civil Code and art. 411 of the 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 Non-Executive 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 2018.
In accordance with Annex 3A, Chart 7-bis of the Issuers' Regulation, compensations of Keymanagers are reported collectively because in 2018 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.
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 April 20, 2016 resolved to attribute to the Board of Directors an annual total gross compensation of Euro 530,000.00 to be divided as follows:
The compensation was not inclusive of the emolument for special roles, for the purposes of art. 2389, paragraph 3, of the Italian Civil Code and art. 22 of the Bylaws.
In light of what has been approved by the Shareholders' Meeting, the Board of Directors of May 10, 2016, pursuant to art. 2389, paragraph 3, of the Italian Civil Code and art. 22, paragraph 2, of the By-laws, having heard the opinion of the Board of Statutory Auditors and subject to the prior opinion of the Nomination and Remuneration Committee also with regards the definition of the performance goals related to the variable component of the compensation, has approved additional compensations for the Executive Directors and the other Directors granted with specific charges.
The compensations are divided as follows:
The Executive Directors Remo Ruffini, Luciano Santel and Sergio Buongiovanni, in addition to the compensation mentioned above, receive as well the following compensations in Industries S.p.A.:
With reference to the financial year 2018, the variable compensation (MBO) of the Chairman and Managing Director Remo Ruffini and of the Executive Directors Sergio Buongiovanni and Luciano Santel, in light of results of the EBITDA achieved, benefits, in accordance with the Remuneration Policy currently in force, from the effect of the over performances and the relevant applicable multipliers. Therefore, such variable gross compensation is increased by Euro 904.000,00 for Remo Ruffini, Euro 198.880,00 (of which Euro 45.200,00 relating to Moncler and Euro 153.680,00 relating to Industries S.p.A.) for Luciano Santel and Euro 90.400,00 for Sergio Buongiovanni.
The Chairman and Managing Director Remo Ruffini and the Executive Directors Luciano Santel and Sergio Buongiovanni are also beneficiaries of the 2014-2018 Top Management Stock Option Plan (which is terminated as at the date of the Report), the 2016-2018 Performance Shares Plan and the 2018-2010 Performance Shares Plan described herein below.
The Chairman and Managing Director Remo Ruffini and the Executive Directors Luciano Santel and Sergio Buongiovanni have been granted with the following non-monetary benefits: a car, a life/accident and healthcare insurance, for an aggregate amount of, respectively, Euro 5.949,00 for Remo Ruffini, Euro 14.733,00 for Luciano Santel and Euro 14.696,00 for Sergio Buongiovanni.
On April 20, 2017 the Shareholders Meeting appointed the Board of Statutory Auditors, as it is stated in the premises hereto, granting the same with a gross fixed yearly remuneration of Euro 60,000.00 for the Chairman and Euro 41,000.00 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 other subsidiaries and controlled companies, for the financial year 2018, gross amounts to Euro 2.940.454,00. 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 overperformance curve linked to the EBITDA of the Group, the non-monetary benefits, as well as the potential remuneration for the charges covered within other subsidiaries.
Key-managers are attributed the use of a Company car, life/accident insurance, and supplemental health insurance as non-monetary benefits, for a total gross amount of Euro 22.944,00
The annual incentive (MBO) is the monetary benefit for Key-managers. For the financial year 2018 the gross amount payable is Euro 1.262.464,00. Said amount is paid following the approval by the Board of Directors having heard the Nomination and Remuneration Committee, during the financial year 2018 and after the approval of the financial statements as of December 31, 2017, subject to the verification of the achieve of the relevant objectives.
With reference to the financial year 2018, 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 gross aggregate of Euro 594.464,00, compared with the amount payable at target.
The Key-managers, with the exception of the Chief Marketing & Operating Officer, have also been beneficiaries of the 2014-2018 Top Management Stock Option Plan (which is terminated as at the date of this Report), while the Chief Marketing & Operating Officer is the beneficiary of the plan 2015 Performance Stock Option Plan. All the Key-managers are also beneficiaries of the 2016-2018 Performance Shares Plan and the 2018-2020 Performance Shares Plan (all the incentive plans are described herein below).
* * *
The 2014-2018 Top Management Stock Option Plan approved by the Shareholders' Meeting on February 28, 2014, pursuant to art. 114-bis of the Consolidated Law on Finance, is reserved to delegated Directors, employees and collaborators, including external consultants, of Moncler and its subsidiaries for the purposes of art. 93 of the Consolidated Law on Finance, 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.
At the time of allocation, the Chairman of the Board of Directors and Managing Director Remo Ruffini, the Executive Directors Luciano Santel and Sergio Buongiovanni and two of three Keymanagers have been identified as beneficiaries of the 2014-2018 Top Management Stock Option Plan (the Chief Marketing & Operating Officer is not beneficiary of this plan).
In line with best market practices and the recommendations of the Corporate Governance Code applicable at that time, the 2014-2018 Top Management Stock Option Plan 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; (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 February 28, 2014, the Board of Directors allocated the following options:
no. 1,000,000 options to the Chairman and Managing Director Remo Ruffini;
no. 400,000 options to the Executive Director Luciano Santel (at the time of the allocation Luciano Santel was not in charge of this office in the Board of Directors of the Company but he has been identified as beneficiary of the Plan, in his capacity of Key-manager);
no. 400,000 options to the Executive Director Sergio Buongiovanni; and
no. 500,000 options - in total - to the Key-managers (Senior Director of Retail Business and Development and Director of Operation and Supply Chain).
The 2014-2018 Top Management Stock Option Plan have subordinated 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.
The Board of Directors of February 28, 2016 has verified the achievement of the performance targets set by the 2014-2018 Top Management Stock Option Plan.
The 2014-2018 Top Management Stock Option Plan did not provide for any clause regulating the malus condition and claw back as undertakings to sell the subscribed stocks after the vesting period. In order to make the Plan consistent with the Remuneration Policy adopted by the Company as well as coordinating it with the 2015 Performance Stock Option Plan (described below), the Executive Directors and Key-managers as beneficiaries have reached an agreement with the Company through which they undertake the same obligations arising from the implementation of the above mentioned clauses.
In that regard, as of the date of this Report, all of the option rights referred to in the 2014-2018 Top Management Stock Option Plan have been exercised pursuant to the terms and conditions provided therein; therefore, the above plan is terminated.
For all information on the 2014-2018 Top Management Stock Option Plan adopted pursuant to art. 114-bis of the Consolidated Law on Finance, 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/Remuneration" section.
* * *
The 2015 Performance Stock Option Plan, approved by the Shareholders' Meeting of April 23, 2015 pursuant to art. 114-bis of the Consolidated Law on Finance, is reserved to the Executive Directors, Key-managers, employees and collaborators, including external consultants, of Moncler and its subsidiaries pursuant to art. 93 of the Consolidated Law on Finance, 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 Nomination and Remuneration 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 (2017).
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.
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. Therefore, the Extraordinary Shareholders' Meeting of April 20, 2016 revoked the capital increase approved on April 23, 2015 with reference to the part where it is not necessary for the beneficiaries to comply with the 2015 Performance Stock Option Plan and as well with the options assigned on April 20, 2016. Without prejudice to any other condition, the mentioned capital increase shall regard the issuance of maximum no. 1,375,000 ordinary shares.
In that regard, as of the date of this Report, all of the option rights referred to in the 2015 Performance Stock Option Plan, have been exercised pursuant to the terms and conditions provided therein; therefore, the above plan is terminated.
For any further details regarding the 2015 Performance Stock Option Plan, please refer to the information note drafted pursuant to art. 84-bis of the Issuers' Regulation, available on the website www.monclergroup.com, in the Section "Governance/Remuneration", as well as the centralized stocking information centre named .
The 2016-2018 Performance Share Plan approved by the Shareholders' Meeting of April 20, 2016 pursuant to art. 114-bis of the Consolidated Law on Finance, is addressed to Executive Directors, Key-Managers, the employees and the collaborators, including external consultants of Moncler and its subsidiaries pursuant to art. 93 of the Consolidated Law on Finance, holding key positions in the pursuit of Moncler's strategic objectives, identified by the Board of Directors, having consulted with the Nomination and Remuneration Committee, and concerns the granting of Moncler Rights (as defined in the plan) which give the right, upon achievement of the performance targets, to the gratuitous allocation of one (1) share per each "Moncler Right" granted.
The 2016-2018 Performance Shares Plan, in line with the best market practices and the recommendations of the Corporate Governance 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; (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 Shares 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 earnings per share ("EPS") of the reference vesting period.
On May 10, 2016, the Board of Directors assigned to the beneficiaries of the Plan:
no. 420,000 "Moncler Rights" to Remo Ruffini;
no. 180,000 "Moncler Rights" to Luciano Santel;
no. 120,000 "Moncler Rights" to Sergio Buongiovanni; and
no. 420,000 total Moncler Rights to the Key managers (Chief Marketing & Operating Officer, Senior Director of Retail Business and Development and Director of Operation and Supply Chain). On 29 June 2017, the Board of Directors assigned, as part of the second cycle of the Plan, 70,000 Moncler Rights to Roberto Eggs (Chief Marketing & Operating Officer.
Therefore, as of today, the total number of Moncler Rights granted to Key-managers- Chief Marketing & Operating Officer and Senior Director of Retail Business and Development, amount to 370,000.
On February 28, 2019 the Board of Directors, after having consulted with the Nomination and Remuneration Committee, verified the achievement of the performance targets referred therein.
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 Shares 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/Remuneration", as well as on as well as the centralized stocking information centre named .
The 2018-2020 Performance Share Plan approved by the Shareholders' Meeting of April 16, 2018 pursuant to art. 114-bis of the Consolidated Law on Finance, is addressed to Executive Directors, Key-Managers, the employees and the collaborators, including external consultants of Moncler and its subsidiaries pursuant to art. 93 of the Consolidated Law on Finance, holding key positions in the pursuit of Moncler's strategic objectives,identified by the Board of Directors, having consulted with the Nomination and Remuneration Committee, and concerns the granting of Moncler Rights (as defined in the plan) which give the right, upon achievement of the performance targets, to the gratuitous allocation of one (1) share per each "Moncler Right" granted.
The 2018-2020 Performance Shares Plan, in line with the best market practices and the recommendations of the Corporate Governance 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; (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 2018-2020 Performance Shares 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 EPS of the reference vesting period.
On May 4, 2018 the Board of Directors assigned no. 1.365.531 "Moncler Rights" to 99 employees as beneficiaries of the 2018-2020 Performance Shares Plan including the Executive Directors and the Key-managers. More specifically, the Board of Directors assigned to the beneficiaries of the Plan
For any further information on the 2018-2020 Performance Shares 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/Remuneration", as well as on as well as the centralized stocking information centre named .
* * *
A "parachute" agreement has been entered into with a Key-manager, 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 2018, 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 art. 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 Top Management Stock Option Plan, as well as on the 2015 Performance Stock Option Plan, the 2016-2018 Performance Shares Plan and the 2018- 2020 Performance Shares Plan.
* * *
| First and Last name |
Office | Term of charge |
End of the term of charge |
Fixed remuneration for the charge |
Rem. for the participat ion into Committ ees |
Bonus and other incentives |
Variable remuneration (non equity) Particip.tn into the profits |
Non monetary benefits |
Other compensa tions |
Total | Fair Value of equity remunerati on(5) |
Compens ation for the end of the charge or terminati on of the employm .t relations hip |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remo Ruffini |
Chairman | 2018 | Approval of financial statements as of 31/12/2018 |
|||||||||
| Remuneration from the company drafting the financial statements | 1.520.000(1) | 1.500.000(3) | 5.949(4) | 3.025.949 | 3.488.200 | |||||||
| Remuneration from subsidiaries | 10.000 (2) | 10.000 | ||||||||||
| Total | 1.530.000 | 1.500.000 | 5.949 | 3.035.949 | 3.488.200 | |||||||
| Virginie Morgon |
Deputy Chairman |
2018 | Approval of financial statements as of 31/12/2018 |
|||||||||
| Remuneration from the company drafting the financial statements | 20.000 | 15.000(6) | 35.000 | |||||||||
| Remuneration from subsidiaries | ||||||||||||
| Total | 20.000 | 15.000 | 35.000 | |||||||||
| Nerio Alessandri |
Independent Director |
2018 | Approval of financial statements as of 31/12/2018 |
|||||||||
| Remuneration from the company drafting the financial statements | 40.000 | 40.000 | ||||||||||
| Remuneration from subsidiaries | ||||||||||||
| Total | 40.000 | 40.000 | ||||||||||
| Sergio Buongiovan ni |
Executive Director |
2018 | Approval of financial statements as of 31/12/2018 |
|||||||||
| Remuneration from the company drafting the financial statements | 320.000(1) | 190.400(3) | 14.696(4) | 525.096 | 814.716 | |||||||
| Remuneration from subsidiaries | 10.000(2) | 10.000 | ||||||||||
| Total | 330.000 | 190.400 | 14.696 | 535.096 | 814.716 |
| Marco De Benedetti |
Independent Director |
2018 | Approval of financial statements as of 31/12/2018 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from the company drafting the financial statements | 40.000 | 45.000(7) | 85.000 | |||||||
| Remuneration from subsidiaries | ||||||||||
| Total | 40.000 | 45.000 | 85.000 | |||||||
| Gabriele Galateri di Genola |
Independent Director |
|||||||||
| Remuneration from the company drafting the financial statements | 40.000 | 15.000 (8) | 55.000 | |||||||
| Remuneration from subsidiaries | ||||||||||
| Total | 40.000 | 15.000 | 55.000 | |||||||
| Diva Moriani |
Independent Director |
Approval of financial statements as of 31/12/2018 |
||||||||
| Remuneration from the company drafting the financial statements | 40.000 | 30.000(9) | 70.000 | |||||||
| Remuneration from subsidiaries | ||||||||||
| Total | 40.000 | 30.000 | 70.000 | |||||||
| Juan Carlos Approval of financial Director Torres 2018 statements as of 31/12/2018 Carretero |
||||||||||
| Remuneration from the company drafting the financial statements | 20.000 | 20.000 | ||||||||
| Remuneration for subsidiaries | ||||||||||
| Total | 20.000 | 20.000 | ||||||||
| Approval of financial Luciano Executive 2018 statements as of Director Santel 31/12/2018 |
||||||||||
| Remuneration from the company drafting the financial statements | 140.000 (1) | 95.200 (3) | 235.200 | 1.790.545 | ||||||
| Remuneration from subsidiaries | 420.000 (10) | 323.680 (3) | 14.733 (4) | 758.413 | ||||||
| Total | 560.000 | 418.880 | 14.733 | 993.613 | 1.790.545 | |||||
| Approval of financial Independent Stephanie 2018 statements as of Director Phair 31/12/2018 |
||||||||||
| Remuneration from the company drafting the financial statements | 40.000 | 40.000 | ||||||||
| Remuneration from subsidiaries |
| Total | 40.000 | 40.000 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Guido Pianaroli |
Independent Director |
2018 | Approval of financial statements as of 31/12/2018 |
|||||||
| Remuneration from the company drafting the financial statements | 40.000 | 30.000(11) | 70.000 | |||||||
| Remuneration from subsidiaries | ||||||||||
| 40.000 | 30.000 | 70.000 | ||||||||
| Riccardo Losi |
Chairman of the Board of Statutory Auditors |
Approval of financial statements as of 31/12/2019 |
||||||||
| Remuneration from the company drafting the financial statements | 60.000 | 60.000 | ||||||||
| Remuneration from subsidiaries | ||||||||||
| Total | 60.000 | 60.000 | ||||||||
| Mario Valenti |
Statutory Auditor | 2018 | Approval of financial statements as of 31/12/2019 |
|||||||
| Remuneration from the company drafting the financial statements | 41.000 | 41.000 | ||||||||
| Remuneration from subsidiaries | 22.000 (12) | 22.000 | ||||||||
| Total | 63.000 | 63.000 | ||||||||
| Approval of financial Antonella Statutory Auditor 2018 statements as of Suffriti 31/12/2019 |
||||||||||
| Remuneration from the company drafting the financial statements | 41.000 | 41.000 | ||||||||
| Remuneration from subsidiaries | ||||||||||
| 41.000 | 41.000 | |||||||||
| Key-managers (3) (13) | 2018 | Open-term | ||||||||
| Remuneration from the company drafting the financial statements | ||||||||||
| Remuneration from subsidiaries | 1.655.045 | 1.262.464 (3) | 22.944 (4) | 2.940.454 | 3.608.925 | |||||
| 1.655.045 | 1.262.464 | 22.944 | 2.940.454 | 3.608.925 |
| Office | Plan | Stocks held at the beginning of the Fiscal Year |
Options assigned during the Fiscal Year | Options exercised during the Fiscal Year |
Options held at the end of the Fiscal Year |
Options related to the Fiscal Year |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First and Last Name |
mber of options Nu |
Exercise Price | Period of the possible exercise | mber of options Nu |
Exercise Price | Period of the possible exercise | Fa ir va lu e all a da ta di as se gn azi on e |
D a t a d i A s s e g n a z i o n e |
Prezzo di mercato delle azioni sottosta nti all'asseg nazione delle opzioni |
mber of options Nu |
Exercise Price | Period of the possible exercise | mber of options Nu |
Exercise Price | Period of the possible exercise | ||
| Piano Dirigenti con responsabilità Performance Strategiche (1) Stock Option 2015(2) |
|||||||||||||||||
| Remuneration from the company drafting the financial statements |
|||||||||||||||||
| Remuneration from subsidiaries | 600.000 | 16,34 | 2018 | 95.000 76.680 |
16,34 | 28,86 29,27 |
253.884 |
| 18.320 | 29,45 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 7.616 | 29,77 | ||||||||
| 87.384 | 30,33 | ||||||||
| 95.000 | 30,86 | ||||||||
| 43.254 | 30,45 | ||||||||
| 5.746 | 30,56 | ||||||||
| 46.000 | 30,86 | ||||||||
| 95.000 | 32,87 | ||||||||
| 30.000 | 38,49 | ||||||||
| Totale | 600.000 | 600.000 | 253.884 | ||||||
(1) 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.
(2) The options allocated on 12/05/2015 within the "2015 Stock Option Performance Plan" are subject to a three-years vesting period and their exercise is subject to the achieving of the performance targets connected to the EBITDA 2017, 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 started from February 2018 and will terminate in June 2020 (expiration date).
| First and Last Name | Office | Plan | Financial instruments assigned during the past Fiscal Years, non-vested in the current Fiscal Year |
Financial instruments assigned during the Fiscal Year | Vested financial instruments during the Fiscal Year and not assigned |
Vested financial instruments during the Fiscal Year and to be assigned |
Financial instruments related to the Fiscal Year |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number and type of the financial instruments |
Vesting period |
Number and type of the financial instruments |
Fair value on the assignment date |
Vesting period |
Assignment date |
Market price on the assignment date |
Number and type of the financial instruments |
Number and type of the financial instruments |
Value at the maturity date |
Fair value (2) | |||
| Remo Ruffini | Chairman | 2016-2018 Performance Shares Plan |
|||||||||||
| Remuneration from the company drafting the financial statements | 420.000 | (1) | 2.055.638 | ||||||||||
| Remuneration from subsidiaries | |||||||||||||
| Total | 420.000 | 2.055.638 | |||||||||||
| Remo Ruffini | Chairman | 2018-2020 Performance Shares Plan |
|||||||||||
| Remuneration from the company drafting the financial statements | 186.423 | 6.312.786 | (4) | 04/05/2018 | 35,67 | 1.432.562 | |||||||
| Remuneration from subsidiaries | |||||||||||||
| Total | 186.423 | 1.432.562 | |||||||||||
| Sergio Buongiovanni |
Executive Director | 2016-2018 Performance Shares Plan |
|||||||||||
| Remuneration from the company drafting the financial statements | 120.000 | (1) | 587.325 | ||||||||||
| Remuneration from subsidiaries | |||||||||||||
| Total | 120.000 | 587.325 | |||||||||||
| Sergio Buongiovanni |
Executive Director | 2018-2020 Performance Shares Plan |
| Remuneration from the company drafting the financial statements | 29.591 | 1.002.031 | (4) | 04/05/2018 | 35,67 | 227.391 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration from subsidiaries | |||||||||||
| 29.591 | 227.391 | ||||||||||
| Luciano Santel | Total Executive Director |
2016-2018 Performance Shares Plan |
|||||||||
| Remuneration from the company drafting the financial statements | |||||||||||
| Remuneration from subsidiaries | 180.000 | (1) | 880.988 | ||||||||
| 180.000 | 880.988 | ||||||||||
| Luciano Santel | Executive Director | 2018-2020 Performance Shares Plan |
|||||||||
| Remuneration from the company drafting the financial statements | |||||||||||
| Remuneration from subsidiaries | 118.363 | 4.008.091 | (4) | 04/05/2018 | 35,67 | 909.557 | |||||
| Total | 118.363 | 909.557 | |||||||||
| 2016-2018 Key-managers (2) Performance Shares Plan |
|||||||||||
| Remuneration from the company drafting the financial statements | |||||||||||
| Remuneration from subsidiaries | 370.000(2) | (1) | 1.990.701 | ||||||||
| Total | 370.000 | 1.990.701 | |||||||||
| Key-managers (2) | 2018-2020 Performance Shares Plan |
||||||||||
| Remuneration from the company drafting the financial statements | |||||||||||
| Remuneration from subsidiaries | 177.545 | 6.012.153 | (4) | 04/05/2018 | 35,67 | 1.364.340 | |||||
| Total | 177.545 | 1.364.340 |
(1) The rights attributed within the 2016-2018 Performance Shares Plan are subject to a three-years vesting period; their exercise is subject to the EPS (Earning Per Share) performance, as resulting from the consolidated financial statements of such fiscal year, connected to the Target EPS and other terms and conditions of the plan's regulation. For the first allocation (three-year period 2016-2018) reference is made to the Target EPS referred to in the Business Plan 2016-2018; the assignment period will start as from March 2019. For the second allocation (three-year period 2017-2019) reference is made to the Business Plan 2017-2019 and other terms and conditions of the plan's regulation.
(2) Of which 70.000 shares assigned on 2017, during the second allocation referred to in 2016-2018 Performance Shares Plan.
| Annual Bonus (1) | Previous Years Bonus | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| First and Last name | Office | Plan | Payable/Paid | Postponed | Relevant Period |
Not Payable anymore |
Payable/Paid | Still Postponed |
Other Bonus |
| Remo Ruffini | Chairman | Annual incentive (MBO 2018) |
|||||||
| Remuneration from the company drafting the financial statements | 1.500.000 | 2018 | |||||||
| Remuneration from subsidiaries | |||||||||
| Total | 1.500.000 | 2018 | |||||||
| Sergio Buongiovanni | |||||||||
| Remuneration from the company drafting the financial statements | 190.400 | 2018 | |||||||
| Remuneration from subsidiaries | |||||||||
| Total | 190.400 | 2018 | |||||||
| Luciano Santel | |||||||||
| Remuneration from the company drafting the financial statements | 95.200 | 2018 | |||||||
| Remuneration from subsidiaries | 323.680 | 2018 | |||||||
| Total | 418.880 | 2018 | |||||||
| Key-managers (2) | |||||||||
| Remuneration from the company drafting the financial statements | |||||||||
| Remuneration from subsidiaries | 1.262.464 | 2018 | |||||||
| Total | 1.262.464 | 2018 |
(1) The Annual incentive (MBO) will be paid during 2019, after the approval of the financial statements as of 31/12/2018 and subject to verification of the achievement of the objectives.
| First and Last name | Office | Way of shareholding | Participated company |
Number of stocks owned as of |
Number of purchased stocks |
Number of sold stocks |
Number of stocks owned as |
|---|---|---|---|---|---|---|---|
| 31/12/2017 | of 31/12/2018 | ||||||
| Remo Ruffini | Chairman | Direct ordinary shares | Moncler S.p.A. | 70.000 (3) | - | - | 70.000 |
| Indirect ordinary shares (1) | 66.921.551 | - | - | 66.921.551 | |||
| Deputy Chairman | Direct ordinary shares | Moncler S.p.A. | - | 9.770 | - | 9.770 | |
| Virginie Morgon | Indirect ordinary shares | - | - | - | - | ||
| Executive Director | Direct ordinary shares | Moncler S.p.A. | 25.000 (3) | - | - | 25.000 | |
| Sergio Buongiovanni | Indirect ordinary shares (2) | 625.000 | - | 625.000 | |||
| Marco De Benedetti | Independent Director | Direct ordinary shares | Moncler S.p.A. | - | - | - | - |
| Indirect ordinary shares | - | - | - | - | |||
| Independent Director |
Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Gabriele Galateri di Genola | Indirect ordinary shares | - | - | - | - | ||
| Independent Director | Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Diva Moriani | Indirect ordinary shares | - | - | - | - | ||
| Director | Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Juan Carlos Torres Carretero | Indirect ordinary shares (3) | 1.484.320 | - | - | 1.484.320 | ||
| Executive Director | Direct ordinary shares | Moncler S.p.A. | 25.000 (3) | - | 25.000 | - | |
| Luciano Santel | Indirect ordinary shares | - | - | - | - |
| Direct ordinary shares | Moncler S.p.A. | - | - | - | - | ||
|---|---|---|---|---|---|---|---|
| Stephanie Phair | Independent Director | Indirect ordinary shares | - | - | - | - | |
| Independent Director | Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Guido Pianaroli | Indirect ordinary shares | - | - | - | - | ||
| Chairman | Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Riccardo Losi | Indirect ordinary shares | - | - | - | - | ||
| Statutory Auditor | Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Mario Valenti | Indirect ordinary shares | - | - | - | - | ||
| Statutory Auditor | Direct ordinary shares | Moncler S.p.A. | - | - | - | - | |
| Antonella Suffriti | Indirect ordinary shares | - | - | - | - |
(1) The indirect shareholding is owned through the company Ruffini Partecipazioni Holding S.r.l., already Ruffini Partecipazioni S.r.L, owned at 75.6%.
(2) The indirect shareholding is owned through the company Goodjohn & Co S.r.l.
(3)Shares deriving from the exercise of the 2014-2018 Top Management Stock Option Plan and held in compliance with the commitment of unavailability provided for by the regulations of the plan.
| Number of Key managers | Participated company | Way of shareholding | Number of shares owned as of 31/12/2017 |
Number of purchased shares |
Number of sold shares |
Number of shares owned as of 31/12/2018 |
|---|---|---|---|---|---|---|
| 2 | Moncler S.p.A. | Direct ordinary shares | 49.000 | 30.000(1) | - | 79.000 |
| Indirect ordinary shares | - | - | - | - |
(1) Shares deriving from the exercise of the 2015 Performance Stock Option Plan and held in compliance with the commitment of unavailability provided for by the regulations of the plan.
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