Remuneration Information • Apr 17, 2018
Remuneration Information
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http://www.sabaf.it - [email protected]
pursuant to Article 123-ter of the TUF and Article 84-quarter of the Issuers' Regulations
Sabaf S.p.A.'s General Remuneration Policy (hereinafter also "remuneration policy"), approved by the Board of Directors on 22 December 2011 and updated on 20 March 2013, 4 August 2015 and 26 September 2017, defines the criteria and guidelines for the remuneration of members of the Board of Directors, Executives with strategic responsibilities and members of the Board of Statutory Auditors.
The remuneration policy was prepared:
No independent experts or advisors contributed to the preparation of the policy, nor were the remuneration policies of other companies used for reference purposes.
The Board of Directors is responsible for properly implementing the remuneration policy.
REMUNERATION AND NOMINATION COMMITTEE
The Remuneration and Nomination Committee currently in office comprises four non-executive members, the majority of them independent (Fausto Gardoni, Giuseppe Cavalli, Renato Camodeca and Alessandro Potestà), with the knowledge and experience in accounting, finance and remuneration policies that is deemed adequate by the Board of Directors.
Actually enacts what is decided upon by the Board.
*** *** ***
The Company's intention is that the Remuneration Policy:
The definition of a fair and sustainable remuneration package takes into account three main tools:
Each remuneration component is analysed below.
The fixed component of the remuneration of the Directors is such that it is able to attract and motivate individuals with appropriate expertise for the roles entrusted to them within the Board, and is set with reference to the remuneration awarded for the same positions by other listed Italian industrial groups of a similar size.
The Shareholders' Meeting decides on the remuneration of the members of the Board of Directors, including a fixed amount and attendance fees.
With regard to the remuneration for Directors holding special offices, the Board of Directors, at the proposal of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, determines the additional fixed remuneration.
Directors who sit on committees formed within the Board (Internal Control and Risk Committee, Remuneration and Nomination Committee) are granted remuneration that includes a fixed salary and attendance fees intended to reward the commitment required of them.
Executives with strategic responsibilities are paid a fixed annual remuneration, determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.
The members of the Board of Statutory Auditors are paid a fixed remuneration, the amount of which is determined by the Shareholders' Meeting, at the time of their appointment.
| COMPONENTS OF THE | CORPORATE OFFICES | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| REMUNERATION | Executive Directors (A) Non-Executive | Directors | Members of committees within the BoD |
Executives with strategic responsibilities |
Statutory Auditors |
|||||
| FIXED COMPONENTS | > Fixed remuneration for the office of Director > Fixed remuneration for Directors holding special positions |
> Fixed remuneration for the office of Director > Attendance fee |
> Fixed remuneration for Directors members of committees within the BoD > Attendance fee |
> Collective National Contract for Industrial Managers |
> Fixed remuneration |
A) Executive Directors: Chairman and Vice Chairmen of the BoD, Chief Executive Officer, Executive Directors
The Board of Directors, at the suggestion of the Remuneration and Nomination Committee and in accordance with the budget, defines an MBO plan, for the benefit of:
This plan sets a common target (Group EBIT, which is considered to be the Group's main indicator of financial performance) and quantifiable and measurable individual targets economic-financial, technical-productive and/or socio-environmental in nature.
The targets of the Chief Executive Officer and of the Executives with strategic responsibilities are decided by the Board of Directors, at the suggestion of the Remuneration and Nomination Committee, in accordance with the budget.
The targets of the other beneficiaries of the incentive plans are defined by the Chief Executive Officer, in accordance with the budget.
Non-executive directors are not granted any variable remuneration.
At the suggestion of the Remuneration and Nomination Committee, and after obtaining the opinion of the Board of Statutory Auditors, the Board of Directors approves a long-term financial incentive, for the benefit of:
The long-term financial incentive is dependent on measurable and predetermined performance targets relating to the creation of value for shareholders over the long term and extends over three years coinciding with the mandate of the Board of Directors (2015-2017; 2018-2020; etc.).
The performance targets, set in accordance with the three-year business plan, are proposed by the Remuneration and Nomination Committee to the Board of Directors, as the body responsible for approving the long-term financial incentive.
| COMPONENTS OF THE | CORPORATE OFFICES | |||||||
|---|---|---|---|---|---|---|---|---|
| REMUNERATION | Executive directors and Other executives with strategic responsibilities |
Other persons identified by the CEO |
||||||
| MPONENTS VARIABLE |
SHORT-TERM VARIABLE COMPONENT |
> Annual MBO plan based on achieving a common target and individual targets |
> Annual MBO plan based on achieving a common target and individual targets |
|||||
| CO | LONG-TERM VARIABLE COMPONENT |
> LTI dependent on measurable and predetermined performance targets relating to the creation of value for shareholders over a time horizon of three years |
N/A |
Third-party civil liability insurance policy: The Company has taken out a third-party civil liability insurance policy in favour of directors, statutory auditors and executives for unlawful acts committed in the carrying-out of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.
Life insurance policy and cover for medical expenses: The Company also provides a life insurance policy and cover for medical expenses (FASI) for executives, as established by the Collective National Contract for Industrial Managers; moreover, it has taken out an additional policy to cover medical expenses not covered by FASI reimbursements.
Company cars: At the suggestion of the Remuneration and Nomination Committee, the Board of Directors also assigns company cars to executives.
Accommodation costs: At the suggestion of the Remuneration and Nomination Committee, the Board of Directors can provide for housing to be made available to executives, for the possibility to reimburse the rent of the house or for the temporary reimbursement of the costs of accommodation in a hotel.
Any compensation plans based on the allocation of financial instruments with regard to directors and employees are resolved by the Shareholders' Meeting at the suggestion of the Board of Directors.
With the aim of attracting highly professional individuals, the Board may decide to give entry bonuses to newly hired executives.
There is an agreement for the Chief Executive Officer regulating ex ante the economic part concerning the early termination of the employment relationship.
There are no agreements for other Directors or other Executives with strategic responsibilities regulating ex ante the economic part concerning the early termination of the employment relationship. For the end of the relationship for reasons other than just cause or justified reasons provided by the employer, it is the Company's policy to pursue consensual agreements to end the employment relationship, in accordance with legal and contractual obligations.
The Company does not provide directors with benefits subsequent to the end of their mandate.
The Company has entered into Non-competition agreements with the Chief Executive Officer and with certain executives who report to him, the terms of which were approved by the Board of Directors, after obtaining the opinion of the Remuneration and Nomination Committee.
As from 2018, the Company established mechanisms for the ex-post adjustment of the variable remuneration component or claw back clauses to demand the return of all or part of the variable components of remuneration paid out (or to withhold deferred sums), which were determined on the basis of data subsequently found to be clearly incorrect.
Directors and other executives with strategic responsibilities may be paid remuneration – exclusively as a fixed amount – for offices held in subsidiaries. In addition to the approval of the subsidiaries' corporate bodies, this remuneration is subject to the favourable opinion of the Remuneration and Nomination Committee.
| COMPONENTS OF THE | CORPORATE OFFICES | |||||
|---|---|---|---|---|---|---|
| REMUNERATION | Executive Directors | Non-Executive Directors |
Executives with strategic responsibilities |
Statutory Auditors |
||
| BENEFITS AND OTHER MPONENTS |
NON-MONETARY BENEFITS |
> Third-party liability insurance policy |
> Third-party liability insurance policy |
> Third-party liability insurance policy > Life insurance policy, policy to cover medical expenses (FASI), policy for supplementary medical expenses > Company cars |
> Third-party liability insurance policy |
|
| CO | OFFICES IN SUBSIDIARIES |
> Fixed remuneration for offices in subsidiaries |
N/A | > Fixed remuneration for offices in subsidiaries |
N/A | |
| INDEMNITY AGAINST THE EARLY TERMINATION OF EMPLOYMENT |
> Remuneration for Non competition agreement (only for Chief Executive Officer) |
N/A | > Remuneration for Non competition agreement |
N/A |
The Shareholders' Meeting is responsible for determining the annual gross remuneration (maximum amount) due to the Directors, including a fixed amount and attendance fees.
The members of the Board are covered by a third-party civil liability insurance policy for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.
Sabaf S.p.A. makes it a practice to appoint as Chairman and Vice Chairmen members of the Saleri family, principal shareholder of the Company through the company Giuseppe Saleri S.a.p.A.. No variable remuneration is paid to these directors, even if executive directors, but only remuneration in addition to those of directors for special offices held.
The remuneration of the Chief Executive Officer includes the following components:
Fixed remuneration for the office of Director: the Chief Executive Officer is the recipient of the fixed remuneration for the office of Director (pursuant to Article 2389 paragraph I Italian Civil Code).
Third-party civil liability insurance policy: The Company has taken out a third-party civil liability insurance policy for unlawful acts committed in the carrying-out of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.
Long-term variable component: the long-term financial incentive is dependent on the achievement of performance targets, proposed by the Remuneration and Nomination Committee to the Board of Directors, and extends over three years, coinciding with the mandate of the Board of Directors At the time of approval, the Board of Directors decides on the maximum amount of the long-term variable component, the methods and timing for its payment.
If the Chief Executive Officer is also assigned an executive management role within the Sabaf Group, the Board decides on the assignment of the following additional remuneration instruments:
Fixed annual gross salary: the fixed remuneration is determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.
Non-competition agreement: assignment of a fixed annual remuneration against the signing of a Non-competition Agreement with the Company.
Short-term variable component: annual incentive, dependent on the achievement of the targets envisaged by the MBO plan, approved by the Board of Directors at the suggestion of the Remuneration and Nomination Committee. On the occasion of the annual approval, the Board of Directors decides on the maximum amount of the annual variable component, the methods and timing for its payment.
Benefits: the benefits envisaged for the management of the Company can be assigned: Life insurance policy and cover for medical expenses, assignment of company car; reimbursement of the rent for the house.
Fixed annual gross remuneration: Employment relationships with Executives with strategic responsibilities are regulated by the Collective National Contract for Industrial Managers. In this regard, fixed remuneration is determined so that it is sufficient in itself to guarantee an appropriate basic salary level, even in the event that the variable components are not paid owing to a failure to reach the targets.
Short- and long-term variable components: Executives with strategic responsibilities are the recipients of short- and long-term MBO plans (ref. paragraph 3). At the time of approval of short- and long-term incentive plans, the Board of Directors is responsible for setting the maximum amounts of variable remuneration, the methods and timing for the payment of this remuneration.
Benefits: Executives with strategic responsibilities receive the benefits envisaged for the management of the Company (Life insurance policy and cover for medical expenses); assignment of company car) and are covered by an occupational risk policy.
The amount of remuneration for Statutory Auditors is set by the Shareholders' Meeting, which establishes a fixed amount for the Chairman and the other Statutory Auditors.
The members of the Board are covered by a third-party civil liability insurance policy for unlawful acts committed in the exercise of their respective duties, in violation of obligations established by law and the Articles of Association, with the sole exclusion of deliberate intent. The taking-out of this policy is approved by the Shareholders' Meeting.
This section, by name of Directors and Statutory Auditors:
The remuneration paid to directors for 2017 consisted of the following components:
A fixed remuneration component for employment and a fixed remuneration for offices in subsidiaries are paid to executive directors appointed as executives.
With reference to variable components, which are intended only for executive directors (excluding the Chairman and Vice Chairmen), the following is pointed out:
There are no incentive plans based on financial instruments outstanding.
On 3 August 2017, the Board of Directors, at the suggestion of the Remuneration and Nomination Committee, decided to grant the Chief Executive Officer and General Manager (Pietro Iotti) a gross allinclusive indemnity for termination of employment relationship of € 700,000. This amount will be recognised in one of the following cases:
Moreover, the Company entered into a Non-competition agreement with the Chief Executive Officer valid for twelve months after termination of the employment relationship, which envisages the payment of an additional component of the annual salary of € 30,000, against the commitment of Pietro Iotti not to work for subjects that carry on/will carry on competing activities in Italy, Spain, Turkey, Brazil and China.
Finally, following the resignation of the Director Alberto Bartoli, in 2017 the conditions for the payment of the consideration related to the Non-competition Agreement of € 290,000 signed with the Company took shape. In 2017, a consideration of € 116,000 (40% of the total) was paid; the payment of the remaining amounts is deferred in two tranches that will be paid in 2018 (€ 58,000, equal to 20% of the total) and in 2019 (€ 116,000, equal to 40% of the total).
The remuneration paid to the Statutory Auditors for 2017 consists of a fixed remuneration determined by the Shareholders' Meeting of 5 May 2015.
The remuneration of other executives with strategic responsibilities (three persons) consists of a fixed remuneration for employment totalling € 384,624, and following variable remuneration:
Remuneration totalling € 96,500 was also disbursed by subsidiaries.
There are no incentive plans based on financial instruments outstanding.
***
For a breakdown of the remuneration paid in 2017, please refer to the tables below (Table 1 and Table 2), which contain remuneration paid to Directors and Statutory Auditors, and, at the aggregate level, to other executives with strategic responsibilities, taking into account any office held for a fraction of a year. Remuneration received from subsidiaries and/or affiliates, with the exception of that waived or paid back to the Company, is also indicated separately.
With particular reference to Table 1, the column:
"Bonus and other incentives" includes the variable remuneration accrued during the year, for monetary incentive plans. This value corresponds to the sum of the amounts provided in Table 2 in the "Bonus for the year - payable/paid", "Bonus of previous years - payable/paid" and "Other bonuses" columns
"Non-monetary benefits" shows, according to accrual and tax liability criteria, the value of outstanding insurance policies and the company cars assigned
For a breakdown of other items, see attachment 3A, statement 7-bis and 7-ter of Consob Regulation 11971 of 14 May 1999.
Table 2 contains information on monetary incentive plans for members of the administration body and other executives with strategic responsibilities; in particular, it shows:
Lastly, the column "Other bonuses" shows the bonuses for the year not explicitly included in specific ex ante defined plans.
Finally, pursuant to Article 84-quarter, paragraph four of the Consob Issuers' Regulations, Table 3 shows shareholdings in Sabaf S.p.A. held by directors and executives with strategic responsibilities, as well as their non-separated spouses and dependent children, directly or through subsidiaries, trust companies or third parties, as shown in the shareholder register, communications received and other information acquired from the same parties. This includes all persons who held office during the year, even for only part of the year. The number of shares held is shown by individual director and in aggregate form for executives with strategic responsibilities.
(figures in euro)
| Fix ed |
Re ion rat mu ne for |
ria ble Va re mu ne uit eq |
ion (n rat on ) y |
No n |
Fa ir V alu f e o |
Ind nit em y for d o f en off ice or |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| d Na me an Of fic e su rn am e |
f off rio d o Pe ice |
iry of Ex p off ice |
rem tio un era n |
da att t en nc e a Co itt mm ee eti me ng s |
Bo nd her ot nu s a inc ive ent s |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
Ot he r tio rem un era n |
tal To |
uit eq y tio rem un era n |
mi tio ter na n of loy nt em p me rel ati sh ip on |
|
| Bo d f D ar o |
ire to c rs |
|||||||||||
| G ius ep p e Sa ler i |
C ha irm an |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( ) I Re rat mu ne |
Sa ba f S.p ion A at |
(a) | 1 2 0, 0 0 0 (a) |
0 | 0 | 0 | 0 | 0 | 1 2 0, 0 0 0 |
0 | 0 | |
| ( I I ) Re mu ne |
ion fro bs i d iar rat m su |
ies d a f f i l iat an |
es | 8, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 8, 0 0 0 |
0 | 0 |
| ( ) l I I I To ta |
1 2 8, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 2 8, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
Di d 15, 000 tor as rec an |
Ch € 105 000 as , |
air ma n |
|||||||||
| Et to re Sa ler i |
V ice C ha irm an |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A at |
(a) | 1 4 0, 0 0 0 (a) |
0 | 0 | 0 | 0 | 0 | 1 4 0, 0 0 0 |
0 | 0 | |
| ( I I ) Re mu ne |
ion fro bs i d iar rat m su |
ies d a f f i l iat an |
es | 8, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 8, 0 0 0 |
0 | 0 |
| ( ) l I I I To ta |
1 4 8, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 4 8, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
Di d 15, 000 tor as rec an |
Vi € 125 000 as , |
Ch air ce ma n |
|||||||||
| C inz ia Sa ler i |
V ice C ha irm an |
Ja 1 De 1 3 n - 2 0 17 c |
Ap p rov a f ina ia l st nc |
l o f 2 0 17 ate nts me |
||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A at |
(a) | (a) 1 4 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 4 0, 0 0 0 |
0 | 0 | |
| ( I I ) Re mu ne |
ion fro bs i d iar rat m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
1 4 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 4 0, 0 0 0 |
0 | 0 | |||
(a) of which € 15,000 as Director and €125,000 as Vice Chairman
| ion Re rat mu ne for |
Va ria ble ion (n rat re mu ne on uit ) eq y |
No n |
Fa ir V alu f e o |
Ind nit em y for d o f en off ice or |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Na d me an su rn am e |
Of fic e |
Pe f off rio d o ice |
Ex iry of p off ice |
Fix ed rem tio un era n |
da att t en nc e a Co itt mm ee eti me ng s |
Bo nd her ot nu s a inc ive ent s |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
Ot he r tio rem un era n |
To tal |
uit eq y tio rem un era n |
mi tio ter na n of loy nt em p me rel ati sh ip on |
| Ro be rta Fo in i rz an |
ice C ha irm V an |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o p rov a f ina ia l st ate nc |
f 2 0 17 nts me |
||||||||
| ( ) I Re mu ne |
ion Sa ba f S.p A rat at |
(a) | (a) 1 4 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 4 0, 0 0 0 |
0 | 0 | |
| ( ) I I Re mu ne |
fro bs d ion i iar rat m su |
d a f f l ies i iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
1 4 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 4 0, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
15 000 Di d € tor as rec an , |
12 000 Vi 5, as |
Ch air ce ma n |
|||||||||
| l be A rto l i Ba rto |
C h ie f ive Ex ut ec O f f ice r |
1 Ja 27 n - Ap 2 0 17 r |
Ap l o p rov a f l st ina ia ate nc |
f 2 0 17 nts me |
||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A rat at |
(a) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 9 0, 0 0 0 (a) |
|
| ( ) I I Re mu ne |
ion fro bs i d iar rat m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 9 0, 0 0 0 |
|||
| (a ) re atio mu ner |
d u n t n a ccr ue po erm |
f o ffic ina tio n o |
e ( No titi n-c om pe on |
nt) aid Ag in ree me , p |
thr : 20 17, ee ye ars |
20 18, 20 19 |
||||||
| P iet Iot i t ro |
C h ie f ive Ex ut ec O f f ice r |
1 1 De 2 Se 3 t - 2 0 17 c |
Ap l o p rov a f l st ina ia nc |
f 2 0 17 ate nts me |
||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
(a) ( b) |
9 3, 0 (a) 7 7 |
0 | 8 3, 3 3 3 (b) |
0 | 6, 6 7 5 |
0 | 1 8 3, 17 5 |
0 | 0 | |
| ( ) I I Re mu ne |
ion fro bs i d iar rat m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( ) l I I I To ta |
9 3, 0 7 7 |
0 | 8 3, 3 3 3 |
0 | 6, 7 6 5 |
0 | 1 8 3, 17 5 |
0 | 0 | |||
| (a ) o f w hic h € ( b) of w hic h € |
d € 10 000 Di tor as rec an , 50 000 bo try as en nu s a , |
s G 83 07 7 a , nd € 33, 000 pa |
ral M ene ana ge r id a b rat on a p ro |
asi s |
| ion Re rat mu ne |
ria ble Va re mu ne uit eq |
ion (n rat on ) y |
Ind nit em y for d o f en |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Na d me an su rn am e |
Of fic e |
Pe f off rio d o ice |
Ex iry of p off ice |
Fix ed rem tio un era n |
for da att t en nc e a Co itt mm ee eti me ng s |
Bo nd her ot nu s a inc ive ent s |
Pro fit sh ari ng |
No n tar mo ne y be fit ne s |
Ot he r tio rem un era n |
tal To |
Fa ir V alu f e o uit eq y tio rem un era n |
off ice or mi tio ter na n of loy nt em me p rel ati sh ip on |
| G ian luc a Be h i sc |
D ire cto r |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
(a) ( b) |
25 9, 3 15 (a) |
0 | 1 0 8, 6 0 2 (b) |
0 | 1 2, 9 2 9 |
0 | 3 8 0, 8 4 6 |
0 | 0 | |
| ( I ) Re ion rat mu ne |
fro bs i d iar m su |
ies d a f f i l iat an |
es | 4 3, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 4 3, 0 0 0 |
0 | 0 |
| ( ) l I I I To ta |
3 0 2, 3 15 |
0 | 1 0 8, 6 0 2 |
0 | 1 2, 9 2 9 |
0 | 4 2 3, 8 4 6 |
0 | 0 | |||
| (a ) o f w hic h € 15 000 , |
di € 1 tor as rec , |
Ch ief 00, 000 as |
Ex tiv e O ffic ecu |
ad int eri d € 1 44, er m, an |
Ad mi nis 315 as |
tio Fin nd tra n, anc e a |
Co ol Dir ntr ect |
or | ||||
| ( b) tio rem un era n a |
d in th ccr ue e y ear |
wi th ref ere nce |
th BO e 2 01 7 M to |
lan d L -te p an ong rm |
tiv lan – f In e P cen |
det ails lea ref or , p se |
wh at i s sh to er |
n in b. Ta 2 ow |
||||
| Re to na Ca de mo ca |
D ire cto r |
Ja 1 3 1 n - De 2 0 17 c |
Ap l o p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( ) ion I Re rat mu ne |
Sa ba f S.p A. at |
(a) ( b) |
(a) 2 4, 0 0 0 |
(b) 27 0 0 0 , |
0 | 0 | 0 | 0 | 5 1, 0 0 0 |
0 | 0 | |
| ( I I ) Re ion rat mu ne |
fro bs i d iar m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
2 4, 0 0 0 |
27 0 0 0 , |
0 | 0 | 0 | 0 | 5 1, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € 15 000 , |
di d € tor as rec an |
in bo ard 9, 000 |
ing eet at ten m |
dan fee ce s |
||||||||
| ( b) of w hic h € 20 000 , |
be as a m em r o |
f th l C e I nte rna |
l an d R isk tro on |
Co itte nd th e R mm e a em |
tio nd No un era n a |
mi ion Co itte nat mm |
e ( i.e. € 1 0, 000 , |
ch) d € ea an |
in Co itte 7, 000 mm |
ing eet e m |
dan fee at ten ce s |
|
| G ius ep p e Ca l l i va |
ire D cto r |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
(a) ( b) |
(a) 2 3, 0 0 0 |
(b) 27 0 0 0 , |
0 | 0 | 0 | 0 | 5 0, 0 0 0 |
0 | 0 | |
| ( ) I I Re ion rat mu ne |
fro bs d i iar m su |
d a f f l ies i iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
2 3, 0 0 0 |
27 0 0 0 , |
0 | 0 | 0 | 0 | 0, 0 0 0 5 |
0 | 0 | |||
| (a ) o f w hic h € 15 000 , |
di d € tor as rec an |
8, 000 in bo ard |
ing eet at ten m |
dan fee ce s |
||||||||
| ( b) of w hic h € 20 000 , |
be as a m em r o |
f th e I l C nte rna |
l an d R isk tro on |
Co itte nd th e R mm e a em |
tio nd No un era n a |
mi ion Co itte nat mm |
e ( i.e. € 1 0, 000 , |
ch) d € ea an |
000 in Co itte 7, mm |
ing eet e m |
dan fee at ten ce s |
| Re ion rat mu ne |
ria ble Va re mu uit eq |
ion (n rat ne on ) y |
Fa ir V alu f e o |
Ind nit em y for d o f en |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| d Na me an su rn am e |
Of fic e |
f off rio d o Pe ice |
iry of Ex p off ice |
Fix ed rem tio un era n |
for da att t en nc e a Co itt mm ee eti me ng s |
nd her Bo ot nu s a inc ive ent s |
fit Pro sh ari ng |
No n tar mo ne y be fit ne s |
Ot he r tio rem un era n |
To tal |
uit eq y tio rem un era n |
off ice or mi tio ter na n of loy nt em p me rel ati sh ip on |
| Fa to us Ga do i n r |
D ire cto r |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
(a) ( b) |
(a) 2 4, 0 0 0 |
(b) 15 0 0 0 , |
0 | 0 | 0 | 0 | 3 9, 0 0 0 |
0 | 0 | |
| ( ) ion I I Re rat mu ne |
fro bs i d iar m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
2 4, 0 0 0 |
15 0 0 0 , |
0 | 0 | 0 | 0 | 3 9, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € 15 000 , ( b) of w hic h € 10 000 , |
di d € tor as rec an be as a m em r o |
bo ard 9, 000 in f th e R em un era |
ing eet at ten m tio nd No mi nat n a |
dan fee ce s ion Co itte nd € mm e a |
5, 000 in Co itte mm |
ing dan eet at ten e m |
fee ce s |
|||||
| ic la N P icc h i |
D ire cto r |
1 De 1 Ja 3 n - 2 0 17 c |
l o Ap p rov a f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
(a) ( b) ( c) |
2 2, 0 0 0 (a) |
1 4, 0 0 0 (b) |
0 | 0 | 0 | 15 0 0 0 (c) , |
5 1, 0 0 0 |
0 | 0 | |
| ( I I ) Re ion rat mu ne |
fro bs i d iar m su |
ies d a f f i l iat an |
(c) es |
0 | 0 | 0 | 0 | 0 | (c) 5, 0 0 0 |
5, 0 0 0 |
0 | 0 |
| ( ) l I I I To ta |
2 2, 0 0 0 |
1 4, 0 0 0 |
0 | 0 | 0 | 2 0, 0 0 0 |
5 6, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € 15 000 , |
di d € tor as rec an |
in bo ard 7, 000 |
ing eet at ten m |
dan fee ce s |
||||||||
| ( b) of w hic h € 10 000 , |
be as a m em r o |
f th e I l C nte rna |
l an d R isk Co tro on |
itte nd € 4, 000 mm e a |
in Co itte mm e m |
ing dan fee eet at ten ce |
s | |||||
| (c ) o f w hic h € 15 000 , |
ber of th as m em |
e S aba f S A. .p. |
Sup iso Bo erv ry |
dy and € 5, 000 as m em |
be f th e S r o up erv |
iso Bo dy of the ry su |
bsi dia Fa rin ry go |
si H ing S.r es |
.l. | |||
| An na Pe do l i n |
D ire cto r |
1 De 1 Ja 3 n - 2 0 17 c |
l o Ap a p rov f ina ia l st nc |
f 2 0 17 ate nts me |
||||||||
| ( ) I Re ion rat mu ne |
Sa ba f S.p A at |
(a) | 2 3, 0 0 0 (a) |
0 | 0 | 0 | 0 | 0 | 2 3, 0 0 0 |
0 | 0 | |
| ( I I ) Re ion rat mu ne |
fro bs i d iar m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( ) l I I I To ta |
2 3, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 3, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € 15 000 , |
di d € tor as rec an |
in bo ard 8, 000 |
ing eet at ten m |
dan fee ce s |
| Re ion rat mu ne for |
Va ria ble re mu ne uit eq y |
ion (n rat on ) |
No n |
ir V alu f Fa e o |
Ind nit em y for d o f en off ice or |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| d Na me an su e rn am |
Of fic e |
f off rio d o Pe ice |
iry of Ex p off ice |
Fix ed rem tio era un n |
da att t en nc e a Co itt ee mm eti me ng s |
nd her Bo ot nu s a inc ive ent s |
fit Pro sh ari ng |
tar mo ne y be fit ne s |
Ot he r tio rem era un n |
To tal |
uit eq y tio rem era un n |
mi tio ter na n of loy nt em p me rel ati sh ip on |
| les dr A sa n o Po à te st |
D ire cto r |
Ap 2 8 r - De 3 1 c 2 0 17 |
Ap l o p rov a f l st ina ia ate nc |
f 2 0 17 nts me |
||||||||
| ( ) I Re ion rat mu ne |
Sa ba f S.p A at |
(a) | 2 1, 0 0 0 (a) |
0 | 0 | 0 | 0 | 0 | 2 1, 0 0 0 |
0 | 0 | |
| ( I I ) Re ion rat mu ne |
fro bs i d iar m su |
ies d a f f i l iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta (a ) o f w hic h € 15, 000 |
di d € tor as rec an |
in bo ard 6, 000 |
ing eet at ten m |
2 1, 0 0 0 dan fee ce s |
0 | 0 | 0 | 0 | 0 | 2 1, 0 0 0 |
0 | 0 |
| Bo d f S ta ar o Au d i to rs |
tu to ry |
|||||||||||
| An io to n in Pa t ss an o |
C ha irm an |
1 De 1 Ja 3 n - 2 0 17 c |
Ap l o f p rov a f ina ia l st ate nc |
2 0 17 nts me |
||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
2 4, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 4, 0 0 0 |
0 | 0 | ||
| ( ) I I Re ion rat mu ne |
fro bs d i iar m su |
d a f f l ies i iat an |
es | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| ( I I I ) To l ta |
2 4, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 4, 0 0 0 |
0 | 0 | |||
| Lu isa An lm i se |
C ha irm an |
Ja 1 De 1 3 n - 2 0 17 c |
Ap l o f p rov a f ina ia l st ate nc |
2 0 17 nts me |
||||||||
| ( ) ion Sa ba f S.p A. I Re 1 6, rat at mu ne |
0 | 0 | 0 | 0 | 0 | 1 6, 0 0 0 |
0 | 0 | ||||
| ( ) fro bs d d a f f l I I Re ion i iar ies i iat rat mu ne m su an es |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| ( I I I ) To l ta |
1 6, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 6, 0 0 0 |
0 | 0 |
| ion Re rat mu ne for |
Va ria ble ion (n rat re ne on mu uit ) eq y |
No n |
ir V alu f Fa e o |
Ind nit em y for d o f en off ice or |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Na d me an su rn am e |
Of fic e |
Pe f off rio d o ice |
Ex iry of p off ice |
Fix ed rem tio un era n |
da att t en nc e a Co itt mm ee eti me ng s |
Bo nd her ot s a nu inc ive ent s |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
Ot he r tio rem un era n |
To tal |
uit eq y tio rem un era n |
mi tio ter na n of loy nt em p me rel ati sh ip on |
| En ico r Br l i o |
S tat ut or y Au d ito r |
1 Ja 3 1 n - De 2 0 17 c |
Ap l o p rov a f ina ia l st ate nc |
f 2 0 17 nts me |
||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
1 6, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 6, 0 0 0 |
0 | 0 | ||
| ( ) I I Re rat mu ne |
fro bs d ion i iar m su |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| ( I I I ) To l ta |
1 6, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 6, 0 0 0 |
0 | 0 | |||
| O he t r e xe cu |
iv i h t t es s w |
ic tr te a g re |
i b i l i t sp on s |
ie s |
||||||||
| O he ive t t r e xe cu ic str ate g re sp |
it h s w i b i l it ies ( ) 3 on s |
1 Ja 3 1 n - De 2 0 17 c |
N / A |
|||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
(b) | 3 8 4, 6 2 4 |
0 | (a) 1 4 8, 6 1 9 |
0 | 3 9, 0 2 4 |
0 | 5 7 2, 2 6 7 |
0 | 0 | |
| ( I I ) Re rat mu ne |
ion fro bs i d iar m su |
ies d a f f i l iat an |
es | 9 6, 5 0 0 |
0 | 0 | 0 | 0 | 0 | 9 6, 5 0 0 |
0 | 0 |
| ( ) l I I I To ta |
4 8 1, 1 2 4 |
0 | 1 4 8, 6 1 9 |
0 | 3 9, 0 2 4 |
0 | 6 6 8, 7 6 7 |
0 | 0 |
(b) remuneration accrued in the year with reference to the 2017 MBO plan and Long-term Incentive Plan – for details, please refer to what is shown in Tab. 2
| Bo for he t nu s |
y ea r |
Bo f p iou nu s o rev s y ea rs |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| d Na me an su rn am e |
O f f ice |
P lan |
b le Pa / Pa y a i d |
De fer d re |
fer De nt me io d p er |
lon No g er b le p ay a |
b le Pa / Pa y a i d |
l de S i l t fer d re |
O he t r bo nu se s |
| P iet Iot i t ro |
C h ie f ive Ex ut ec O f f ice r |
||||||||
| Re ion rat at mu ne |
Sa ba f S.p A. |
M B O P lan 2 0 17 ( Au ) 2 0 17 t g us |
3 3, 0 0 0 |
0 | - | - | - | - | 0 |
| To l ta |
3 3, 0 0 0 |
0 | - | 0 | 0 | 0 | 0 | ||
| G ian luc a Be h i sc |
Ex ive D ire ut cto ec r |
||||||||
| ion Re rat at mu ne |
Sa ba f S.p A. |
M B O P lan 2 0 1 6 ( Ma h 2 0 1 6 ) rc |
- | - | - | 0 | 0 | 0 | 0 |
| Re ion rat at mu ne |
Sa ba f S.p A. |
O lan 2 0 17 M B P ( Ma h ) 2 0 17 rc |
0 | 3 6, 1 2 8 |
% h 7 5 Ma 1 8 rc % De be 25 1 8 ce m r |
- | - | - | 0 |
| Re ion rat at mu ne |
Sa ba f S.p A. |
T hre L T I 2 0 15 e-y ea r - 2 0 17 ( Au 2 0 15 ) t g us |
7 2, 47 4 |
0 | - | - | - | - | 0 |
| l To ta |
7 2, 4 7 4 |
3 6, 1 2 8 |
- | 0 | 0 | 0 | 0 | ||
| O he ive t t r e xe cu i b i l it ies re sp on s |
it h s ic tra teg s w ( 3 ) |
||||||||
| ion Re rat at mu ne |
Sa ba f S.p A. |
2 0 1 6 M B O P lan ( h ) Ma 2 0 1 6 rc |
- | - | - | 0 | 3 3, 0 5 0 |
0 | 0 |
| Re ion rat at mu ne |
Sa ba f S.p A. |
M B O P lan 2 0 17 ( Ma h 2 0 17 ) rc |
0 | 8 6, 4 6 2 |
% Ma h 7 5 1 8 rc 25 % De be 1 8 ce m r |
- | - | - | 0 |
| Re ion rat at mu ne |
Sa ba f S.p A. |
hre T L T I 2 0 15 e-y ea r - 2 0 17 ( Au ) 2 0 15 t g us |
6 2, 15 7 |
0 | - | - | - | - | 0 |
| l To ta |
6 2, 1 5 7 |
8 6, 4 6 2 |
- | 0 | 3 3, 0 5 0 |
0 | 0 |
| Su d Na rn am e a n me |
O f f ice |
Ty f Ow h ip p e o ne rs |
In Co ste ve e mp an y |
No ha he l d . s re s |
No ha . s re s ire d ac q u |
No ha . s re s l d so |
No ha he l d . s re s |
|---|---|---|---|---|---|---|---|
| De at 3 1 2 0 1 6 as c |
De at 3 1 2 0 1 7 as c |
||||||
| Sa ler i G ius ep e p |
C ha irm an |
In d ire hro h t he ct t ug bs i d iar su y G ius Sa ler i S.a A. ep p e .p. |
Sa ba f S.p A. |
3, 5 4 3, 3 1 3 |
- | 7 7 7, 0 0 0 |
2, 7 6 6, 3 1 3 |
| Ro be Fo in i rta rza n |
V ice C ha irm an |
D ire ct |
Sa ba f S.p A. |
1, 9 7 1 |
- | 1, 9 7 1 |
0 |
| l i A l be (a) Ba |
C h ie f Ex ive O f f ice ut ec r ho l d f f ice i l 27 |
D ire ct |
Sa ba f S.p A. |
0 0 7, 5 |
- | - | 0 0 (a) 7, 5 |
| rto rto |
( ing t o un i l ) Ap 2 0 17 r |
d ire hro h s In ct t ug p ou se |
Sa ba f S.p A. |
1, 0 0 0 |
- | - | (a) 1, 0 0 0 |
| Iot i P iet t ro |
C h ie f Ex ive O f f ice ut ec r ( In f f ice fro 1 o m Au 2 0 17 ) t g us |
D ire ct |
Sa ba f S.p A. |
0 | 1 0, 0 0 0 |
- | 1 0, 0 0 0 |
| Ca l l G i ius va ep p e |
de de In D ire nt cto p en r |
d hro h s In ire ct t ug p ou se |
Sa ba f S.p A. |
5, 0 0 0 |
- | - | 5, 0 0 0 |
| An Pe do l i na n |
D ire cto r |
D ire ct |
Sa ba f S.p A. |
45 0, 0 0 0 |
- | 3 3 0 0 7, 5 |
1 1 2, 0 0 5 |
| ive it h Ex ut ec s w ic i b i l it ies str ate g res p on s ( ) 3 |
- | ire D ct |
Sa ba f S.p A. |
4, 3 0 0 |
- | 4, 3 0 0 |
0 |
(a) data updated to 27 April 2017, date of termination of office
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