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Sabaf — Remuneration Information 2019
Apr 15, 2019
4440_def-14a_2019-04-15_9e6d35bd-5295-4320-b9ae-b9f91521ccdf.pdf
Remuneration Information
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http://www.sabaf.it - [email protected]
REPORT ON REMUNERATION
pursuant to Article 123-ter of the TUF and Article 84-quater of the Issuers' Regulations
Section I - REMUNERATION POLICY
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:
- pursuant to Article 6 of the Corporate Governance Code of listed companies, approved in March 2010 and subsequent amendments and supplements;
- in line with Recommendations 2004/913/EC and 2009/385, which were incorporated into law with Article 123-ter of the Consolidated Law on Finance (TUF).
- 1. Corporate bodies and persons involved in preparing, approving and implementing the remuneration policy
SHAREHOLDERS' MEETING
- Determines the remuneration due to the members of the Board of Directors, including a fixed amount and attendance fees
- Resolves remuneration plans based on the allocation of financial instruments with regard to directors and employees
- Gives a non-binding vote on the first section of the Report on Remuneration (Remuneration Policy)
BOARD OF DIRECTORS
- At the suggestion of the Remuneration and Nomination Committee and subject to the opinion of the Board of Statutory Auditors, determines the fee for Directors holding specific positions
- Defines the remuneration policy of Executives with strategic responsibilities
- After obtaining the opinion of the Remuneration and Nomination Committee, resolves to sign Non-competition agreements with regard to the Chief Executive Officer and to executives
- At the suggestion of the Remuneration and Nomination Committee, defines incentive plans based on short- and long-term variable remuneration to be assigned to the Chief Executive Officer and to the Executives with strategic responsibilities
- At the suggestion of the Chief Executive Officer, defines the incentive plans based on short-term variable remuneration for company Management and other employees
- At the suggestion of the Remuneration and Nomination Committee, resolves to assign nonmonetary benefits to executives
- Makes proposals to the Shareholders' Meeting on remuneration plans based on the allocation of financial instruments with regard to directors and employees
- Prepares the Report on Remuneration pursuant to Article 123-ter of the Consolidated Law on Finance and Article 84-quater of the Issuers' Regulations
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
- Makes proposals to the Board of Directors, in the absence of the persons directly concerned, for remuneration of the Chief Executive Officer and Directors holding specific positions
- Examines, with the support of the Human Resources Department, the policy for the remuneration of executives, with a special attention to Executives with strategic responsibilities
- Makes suggestions and proposals to the Board of Directors concerning the setting of targets on which the annual variable component and long-term incentives for the Chief Executive Officer and Executives with strategic responsibilities should be dependent, in order to ensure alignment with shareholders' long-term interests and the company's strategy
- Assesses the level of achievement of the short- and long-term variable incentive targets of Directors and executives
- Prepares the proposals to the Board of Directors of remuneration plans based on financial instruments
- Assesses the adequacy, actual application and consistency of the remuneration policy, also with reference to the actual company performance, making suggestions and proposals for change
- Follows the development of the regulatory framework of reference and best market practices on remuneration, getting inspired by them for formulating the remuneration policy and identifying aspects for improving the Report on Remuneration
The Remuneration and Nomination Committee currently in office comprises four non-executive members, the majority of them independent (Daniela Toscani, Stefania Triva, e Alessandro Potestà), with the knowledge and experience in accounting, finance and remuneration policies that is deemed adequate by the Board of Directors.
BOARD OF STATUTORY AUDITORS
- The Board of Statutory Auditors expresses the opinions required by the regulations in force on proposals for remuneration of Directors holding specific positions.
- The Board of Statutory Auditors, i.e. the Chairman of the Board of Statutory Auditors or another Statutory Auditor designated by him/her can attend the meetings of the Remuneration and Nomination Committee.
HUMAN RESOURCES DEPARTMENT
Actually enacts what is decided upon by the Board.
*** *** ***
2. Purpose of the remuneration policy
The Company's intention is that the Remuneration Policy:
• Ensures the competitiveness of the company on the labour market and attracts, motivates and increases the loyalty of persons with appropriate professional expertise;
• Protects the principles of internal equity and diversity;
• Brings the interests of the management into line with those of the shareholders;
• favours the creation of sustainable value for shareholders in the medium to long term and maintains an appropriate level of competitiveness for the company in the sector in which it operates.
3. Remuneration policy guidelines and instruments
The definition of a fair and sustainable remuneration package takes into account three main tools:
- Fixed remuneration
- Variable remuneration (short- and medium- to long-term)
- Benefits
Each remuneration component is analysed below.
FIXED ANNUAL COMPONENT
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.
INDEMNITY AGAINST THE EARLY TERMINATION OF EMPLOYMENT
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.
| COMPONENTS OF THE | CORPORATE OFFICES | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| REMUNERATION | Executive Directors | Non-Executive Directors |
Members of committees within the BoD |
Executives with strategic responsibilities |
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 | ||||
| INDEMNITY AGAINST THE EARLY TERMINATION OF EMPLOYMENT |
- Remuneration for non competition agreement (only for Chief Executive Officer) |
N/A | N/A | - Remuneration for non competition agreement |
N/A |
SHORT-TERM VARIABLE COMPONENT (ANNUAL)
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:
- Executives with strategic responsibilities
- other persons, identified by the Chief Executive Officer, among the managers who report directly to him or who report to the aforementioned managers.
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, technicalproductive 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.
LONG-TERM VARIABLE COMPONENT
In compliance with the Shareholders' Meeting resolution, 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 incentive plan based on financial instruments (stock grants).
The Beneficiaries, if not already identified in the Plan, are identified by the Board of Directors among the members of the Board of Directors and/or among the managers of the Company or its Subsidiary companies who hold or will hold key positions in the implementation of the Business Plan. In the case of the Chief Executive Officer and/or Executives with strategic responsibilities of the Company, the identification is made on the suggestion of the Remuneration and Nomination Committee.
The Board of Directors identifies the total number of rights to be assigned to each beneficiary (within the limits set by the Shareholders' Meeting). All or part of the shares are allocated by the Board of Directors at the end of the vesting period; for the Chief Executive Officer and Executives with strategic responsibilities, the allocation is made on the suggestion of the Remuneration and Nomination Committee.
The allocation of shares is related to predetermined (business and individual) performance targets measurable and linked 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 (2018-2020).
| ANNUAL MBO | STOCK GRANT PLAN | ||
|---|---|---|---|
| RELATED TO THE BUDGET FOR THE | RELATED TO THE BUSINESS PLAN | ||
| BENEFICIARI ES |
TARGETS | BENEFICIARI ES |
TARGETS |
| • EXECUTIVE DIRECTORS (Excluding the Chairman) |
• COMMON TARGET: GROUP EBIT |
• CHIEF EXECUTIVE OFFICER |
• COMMON BUSINESS TARGETS: EBIT, ROI, TSR |
| • EXECUTIVES WITH STRATEGIC RESPONSIBILITIES • OTHER MANAGERS PROPOSED BY THE CHIEF EXECUTIVE OFFICER |
• INDIVIDUAL TARGETS: ECONOMIC/FINANCIAL and TECHNICAL AND PRODUCTIVE |
• CFO • OTHER MANAGERS IDENTIFIED BY THE BOD who hold or will hold key positions in the implementation of the Business Plan |
• INDIVIDUAL PERFORMANCE TARGETS: IDENTIFIED BY THE BOD FOR EACH BENEFICIARY |
| CORPORATE OFFICES | |||||
|---|---|---|---|---|---|
| COMPONENTS OF THE REMUNERATION |
Executive directors and Other executives with strategic responsibilities |
Other persons identified by the CEO/BoD |
|||
| MPONENT | 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 |
||
| VARIABLE S CO |
LONG-TERM VARIABLE COMPONENT |
- Stock Grant Plan based on achieving business targets and individual performance targets |
- Stock Grant Plan based on achieving business targets and individual performance targets |
NON-MONETARY BENEFITS
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.
ENTRY BONUS
With the aim of attracting highly professional individuals, the Board may decide to give entry bonuses to newly hired executives.
CLAW BACK CLAUSES
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.
REMUNERATION FOR OFFICES IN SUBSIDIARIES
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.
| CORPORATE OFFICES | |||||
|---|---|---|---|---|---|
| COMPONENTS OF THE REMUNERATION |
Executive Directors | Non-Executive Directors |
Executives with strategic responsibilities |
Auditors | |
| BENEFITS AND MPONENTS OTHER |
NON-MONETARY BENEFITS |
> Third-party liability insurance policy |
> Third-party liability insurance policy |
> Third-party liability insurance policy > Life insurance policy to cover medical expenses (FASI), 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 |
4. Remuneration of the Board of Directors, Chairman and Vice Chairmen of the Board of Directors, Chief Executive Officer, Executives with strategic responsibilities and Board of Statutory Auditors
REMUNERATION OF THE BOARD OF DIRECTORS
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.
REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND VICE CHAIRMAN
No variable remuneration is paid to the Chairman and Vice Chairman of the Board of Directors, but only remuneration in addition to those of directors for special offices held.
REMUNERATION OF THE CHIEF EXECUTIVE OFFICER
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 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.
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.
REMUNERATION OF EXECUTIVES WITH STRATEGIC RESPONSIBILITIES
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 incentive 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 executives of the Company (Life insurance policy and cover for medical expenses; assignment of company car) and are covered by an occupational risk policy.
REMUNERATION OF THE BOARD OF STATUTORY AUDITORS
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.
Section II – REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES IN 2018
This section, by name of Directors and Statutory Auditors:
- describes each of the items that make up the remuneration, showing their consistency with the remuneration policy of Sabaf;
- analytically illustrates the remuneration paid in the financial year under review (2018), for any reason and in any form, by the Company or by subsidiaries or affiliates, identifying any components of this remuneration that relate to activities undertaken in previous years to the year under review.
The components of the remuneration paid to directors for 2018
The remuneration paid to directors for 2018 consisted of the following components:
- An annual fixed remuneration, approved by the Shareholders' meeting of 8 May 2018 that the Board of Directors decided to divide, in compliance with the maximum limit of €400,000.00 established by the Shareholders' Meeting, as follows:
- o €20,000 assigned to each director without distinction,
- o €10,000 assigned to each member of the committees set up within the Board itself (Internal Control and Risk Committee and Remuneration and Nomination Committee);
- o additional remuneration of €160,000 divided among the Chairman of the Board of Directors, Vice Chairman and Chief Executive Officer as detailed in the table below;
- An attendance fee of €1,000, due to non-executive directors only, for every occasion on which they attend Board of Directors' meetings and the meetings of committees formed within the Board.
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), the following is pointed out:
- In relation to the annual variable incentive plan established for 2017, remuneration of €66,282 accrued in the previous financial year (and disbursed in 2018).
- With reference to the annual incentive plan for 2018, the Chief Executive Officer Pietro Iotti accrued variable remuneration of €73,000, whereas the Director Gianluca Beschi accrued variable remuneration of €26,374, for the partial achievement of the targets of the 2018 MBO plan.
In implementation of the Policy in 2018, Sabaf introduced a stock grant plan aimed at the Group's executive directors and executives who hold or will hold key positions in the implementation of the
Business Plan. Beneficiaries already identified in the Plan include the Chief Executive Officer and Director Gianluca Beschi. The assignment of shares is subject to the achievement of company targets (based on ROI, TSR and EBITDA) and individual targets over the three-year period 2018 to 2020, consistent with the objectives of the Business Plan. For further details, please refer to the information contained in the Information Document prepared pursuant to Article 114-bis of Italian Legislative Decree no. 58 of 24 February 1998, of Article 84-bis of Consob resolution no. 11971/99, submitted to the Shareholders' Meeting on 8 May 2018.
Remuneration of Statutory Auditors for 2018
The remuneration paid to the Statutory Auditors for 2018 consists of a fixed remuneration determined by the Shareholders' Meeting of 8 May 2018, amounting to a total of €70,000.
The remuneration of other executives with strategic responsibilities for 2018
The remuneration of other executives with strategic responsibilities (Technical Director and two Sales Managers) consists of a fixed remuneration for employment totalling €420,743 , and following variable remuneration:
- With reference to the variable incentive plan (MBO) of 2017, during 2018, remuneration totalling €95,980 was paid.
- With reference to the variable incentive plan (MBO) for 2018, remuneration totalling €51,635 accrued. Its payment is deferred and dependent upon the continuation of the employment relationship.
Remuneration totalling €94,500 was also disbursed by subsidiaries.
The three executives with strategic responsibilities are among the Beneficiaries of the stock grant plan, approved in 2018, in implementation of the Remuneration Policy. For further details, please refer to the information contained in the Information Document prepared pursuant to Article 114-bis of Italian Legislative Decree no. 58 of 24 February 1998, of Article 84-bis of Consob resolution no. 11971/99, submitted to the Shareholders' Meeting on 8 May 2018.
***
For a breakdown of the remuneration paid in 2018, please refer to the tables below (Table 1, Table 2 and Table 3), 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:
- "Fixed remuneration" shows, for the portion attributable to 2018, the fixed remuneration approved by the Shareholders' meeting (and distributed with resolution of the Board of Directors), including the remuneration received for the carrying-out of special offices (pursuant to Article 2389, paragraph 3, Italian Civil Code. attendance fees as approved by the Board of Directors; employee salaries due for the year gross of social security contributions and income taxes owed by the employee.
- "Remuneration for attendance at Committee meetings", shows, for the portion relating to 2018, the remuneration due to directors who attended the meetings of the Committees set up within the Board and the related attendance fees.
- "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 3 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.
- "Other remuneration" shows, for the portion attributable to 2018, any other remuneration resulting from other services provided.
- "Total" shows the sum of the amounts provided under the previous items.
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 shows the information relating to the stock grant plan approved by the Shareholders' Meeting and aimed at the Group's executive directors and executives who hold or will hold key positions in the implementation of the Business Plan. Specifically, the column:
- "Financial instruments assigned in previous financial years not vested during the financial year" shows the financial instruments assigned in previous years and not vested during the year, indicating the vesting period;
- "Financial instruments assigned during the financial year" shows the financial instruments assigned during the year, indicating the fair value at the assignment date, the vesting period, the assignment date and the market price at the assignment;
- "Financial instruments vested during the year and not assigned" shows the number and type of instruments vested during the financial year and not assigned;
- "Financial instruments vested during the year and attributable" contains information on instruments vested during the financial year of reference and attributable, indicating the value at the vesting date;
"Vesting period" means the period between the time when the right to participate in the incentive scheme is assigned and the time when the right accrues. Financial instruments vested during the financial year and not assigned are financial instruments for which the vesting period ended during the financial year
and which were not assigned to the recipient for failure to meet the conditions under which the assignment of the instrument was conditional (for example, failure to meet performance targets).
The value at the vesting date is the value of the financial instruments accrued, even if not yet paid (for example, due to the presence of lock up clauses), at the end of the vesting period.
For a breakdown of other items, see attachment 3A, statement 7-bis and 7-ter of Consob Regulation 11971 of 14 May 1999.
Table 3 contains information on monetary incentive plans for members of the administration body and other executives with strategic responsibilities; in particular, it shows:
For the section "Bonus for the year"
- In the column "payable/paid", the bonus accrued for the year for the targets reached during the year and paid or payable because not subject to further conditions (known as upfront fee).
- The column "Deferred" shows the bonus dependent on the targets to be reached during the year but not payable because subject to further conditions (known as deferred bonus).
For the section "Bonus of previous years"
- The column "No longer payable" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and no longer payable for failure to meet the conditions to which they are subject.
- The column "Payable/Paid" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and paid during the year or payable.
- The column "Still deferred" shows the sum of bonuses deferred in previous years still to be paid at the beginning of the financial year and still deferred.
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-quater, paragraph four of the Consob Issuers' Regulations, Table 4 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.
TAB. 1 - Remuneration paid to members of the Board of Directors and Board of Statutory Auditors and other executives with strategic responsibilities in 2018
| Na d me an su rn am e |
Pe rio d o |
Ex iry of |
Fix ed |
ion Re rat mu ne for da at ten nc e |
Va ria ble re mu eq |
ion (n rat ne on uit ) y |
No n |
Ot he r |
Fa ir V alu f e o |
Ind nit for em y d o f o ffic en e o r |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Of fic e |
f off ice |
p off ice |
rem tio un era n |
Co itt at mm ee eti me ng s |
Bo nd nu s a oth er inc tiv en es |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
tio rem un era n |
To tal |
uit eq y tio rem un era n |
mi tio f ter na n o loy nt em p me rel ati sh ip on |
|
| Bo d f ar o |
D ire to c rs |
|||||||||||
| G ius ep p e Sa ler i |
C ha irm an |
1 De 1 Ja 3 n - 2 0 1 8 c |
Ap l o f p rov a f ina ia l 2 0 2 0 nc sta tem ts en |
|||||||||
| ( ) I Re mu ne |
ion Sa ba f S.p A. rat at |
(a) 1 6 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 6 0, 0 0 0 |
0 | 0 | ||
| ( I I ) Re mu ne |
ion fro bs i d iar ies rat m su |
d a f f i l iat an es |
8, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 8, 0 0 0 |
0 | 0 | |
| ( I I I ) To l ta |
1 6 8, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 1 6 8, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
Di d € 20, 000 tor as rec an |
Ch air 140 000 as , |
ma n |
|||||||||
| ic la N icc h i P |
V ice C ha irm an |
1 De 1 Ja 3 n - 2 0 1 8 c |
Ap l o f p rov a f ina ia l 2 0 2 0 nc sta tem ts en |
|||||||||
| ( ) I Re mu ne |
Sa ba f S.p ion A. rat at |
3 9, 0 0 0 (a) |
1 4, 0 0 0 (b) |
0 | 0 | 0 | 15 0 0 0 , |
6 8, 0 0 0 |
0 | 0 | ||
| ( I I ) Re mu ne |
ion fro bs i d iar ies rat m su |
d a f f i l iat an es |
0 | 0 | 0 | 0 | 0 | 5, 0 0 0 |
5, 0 0 0 |
0 | 0 | |
| ( ) l I I I To ta |
3 9, 0 0 0 |
1 4, 0 0 0 |
0 | 0 | 0 | (c) 2 0, 0 0 0 |
7 3, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
di 20, 000 €10 000 tor as rec , , |
Ch Vi air as ce |
nd bo n' a €9 000 ma as , |
ard ing eet at ten m |
dan fee ce s |
|||||||
| ( b) of w hic h € |
ber of th 10, 000 as a m em |
e I l C nte tro rna on |
l an d R isk Co itte mm |
nd in Co €4 000 e a , |
itte ing eet at mm e m |
dan fee ten ce s |
||||||
| (c ) o f w hic h € |
ber of th e S 15, 000 as m em |
aba f S A. Sup .p. |
iso Bo dy and €5 erv ry |
ber of 000 as m em , |
th e S iso Bo up erv ry |
dy of the bsi dia su |
Far ing osi Hi ry ng es |
S.r .l. |
||||
| P iet ro Iot i t |
C h ie f Ex ive ut ec O f f ice r |
Ja 1 3 1 n - De 2 0 1 8 c |
Ap l o f p rov a 2 0 2 0 f ina ia l nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
(a) 3 3 0, 0 0 0 |
0 | 3 3, 3 3 3 |
0 | 1 0, 17 1 |
0 | 3 7 3, 5 0 5 |
0 | 0 | ||
| ( I I ) Re mu ne |
ion fro bs i d iar ies rat m su |
d a f f i l iat an es |
2 2, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 2, 0 0 0 |
0 | 0 | |
| ( ) l I I I To ta |
3 5 2, 0 0 0 |
0 | 3 3, 3 3 3 |
0 | 1 0, 17 1 |
0 | 3 9 5, 5 0 5 |
0 | 0 | |||
(a) of which €20,000 as director, €10,000 as Chief Executive Officer, and €300,000 as General Manager (including €30,000 relating to Remuneration for non-competition agreement)
(figures in euro)
| Na d |
Of fic e |
Pe rio d o |
Ex of |
Fix ed |
Re ion rat mu ne for da at ten |
ria ble Va re mu eq |
ion (n rat ne on uit ) y |
No n |
Ot he r |
Fa ir V alu f e o |
Ind nit for em y d o f o ffic en e o r |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| me an su rn am e |
f off ice |
iry p off ice |
rem tio un era n |
nc e Co itt at mm ee eti me ng s |
nd Bo nu s a oth er inc tiv en es |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
tio rem un era n |
To tal |
uit eq y tio rem un era n |
mi tio f ter na n o loy nt em p me rel ati sh ip on |
|
| G ian luc a h i Be sc |
D ire cto r |
1 De 1 Ja 3 n - 2 0 1 8 c |
Ap l o f p rov a f ina ia l 2 0 2 0 nc sta tem ts en |
|||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
1 6 1, 2 6 5 (a) |
0 | 3 2, 9 4 9 |
0 | 5, 4 6 6 |
0 | 1 9 9, 6 8 1 |
0 | 0 | ||
| ( ) I I Re rat mu ne |
ion fro bs i d iar ies m su |
d a f f i l iat an es |
4 1, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 4 1, 0 0 0 |
0 | 0 | |
| ( I I I ) To l ta |
2 0 2, 2 6 5 |
0 | 3 2, 9 4 9 |
0 | 4 6 6 5, |
0 | 2 4 0, 6 8 1 |
0 | 0 | |||
| (a ) of w |
hic h € di 20, 000 tor as rec |
d € 141 265 an as , |
Ad mi nis tio Fin tra n, |
nd Co ol ntr anc e a |
Dir ect or |
|||||||
___ Re to na Ca de mo ca |
D ire cto r |
___ 1 De 1 Ja 3 n - 2 0 1 8 c |
___ 2 3 Ja nu ary 2 0 1 9 |
___ |
___ |
___ |
___ |
___ |
||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
3 0, 0 0 0 (a) |
2 8, 0 0 0 (b) |
0 | 0 | 0 | 0 | 5 8, 0 0 0 |
0 | 0 | ||
| ( ) I I Re rat ne mu |
ion fro bs i d iar ies m su |
d a f f i l iat an es |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| ( I I I ) To l ta |
3 0, 0 0 0 |
2 8, 0 0 0 |
0 | 0 | 0 | 0 | 5 8, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € 20, |
000 di d € 10, tor as rec an |
000 Bo D m as |
ing dan fee eet at ten ce |
s | ||||||||
| ( b) of w hic h € 10, |
ber of th 000 as a m em |
l C e I nte tro rna on |
l an d R isk Co itte mm |
€1 0, 000 e, as a m |
ber of th e R em em un |
nd tio No mi era n a |
Co ion itte nat mm e a |
nd €8 000 as , |
Co itte ing eet mm e m |
dan at ten ce |
fee s |
|
| A les dr sa n o Po te st à |
D ire cto r |
1 De 1 Ja 3 n - 2 0 1 8 c |
Ap l o f p rov a f ina ia l 2 0 2 0 nc sta tem ts en |
|||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
2 8, 0 0 0 (a) |
1 1, 0 0 0 (b) |
0 | 0 | 0 | 0 | 3 9, 0 0 0 |
0 | 0 | ||
| ( ) I Re rat ne mu |
ion fro bs i d iar ies m su |
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 8, 0 0 0 |
1 1, 0 0 0 |
0 | 0 | 0 | 0 | 3 9, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € 20, |
000 di d € 8, tor as rec an |
000 Bo D m eet as |
ing dan fee at ten ce s |
|||||||||
| ( b) of w hic h € 10, |
ber of th 000 as a m em |
e R tio em un era n a |
nd Co No mi ion nat |
nd itte €1 000 mm e a , |
Co itte eet as mm e m |
dan fee ing at ten ce |
s | |||||
| C lau d io lg l l i Bu ar e |
D ire cto r |
8 1 De Ma 3 y - 2 0 1 8 c |
Ap l o f p rov a f ina ia l 2 0 2 0 nc sta tem ts en |
|||||||||
| ( ) I Re rat mu ne |
Sa ba f S.p ion A. at |
2 8, 0 0 0 (a) |
2, 6 6 7 (b) |
0 | 0 | 0 | 0 | 3 0, 6 6 7 |
0 | 0 | ||
| ( I I ) Re rat mu ne |
ion fro bs i d iar ies m su |
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 8, 0 0 0 |
2, 6 6 7 |
0 | 0 | 0 | 0 | 3 0, 6 6 7 |
0 | 0 | |||
| (a ) of w |
hic h € 20, 000 di tor as rec |
d € 8, 000 Bo an as |
D m ing dan eet at ten |
fee ce s |
(b)(b) of which €1,667 as a member of the Remuneration and Nomination Committee and €1,000 as Committee meeting attendance fees
| Na d me an |
Pe rio d o |
Ex iry of p |
Fix ed |
ion Re rat mu ne for da at ten nc e |
Va ria ble re eq |
ion (n rat mu ne on uit ) y |
No n |
Ot he r |
Fa ir V alu f e o |
Ind nit for em y d o f o ffic en e o r |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| su rn am e |
Of fic e |
f off ice |
off ice |
rem tio un era n |
Co itt at mm ee eti me ng s |
nd Bo nu s a oth er inc tiv en es |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
tio rem un era n |
To tal |
uit eq y tio rem un era n |
mi tio f ter na n o loy nt em p me rel ati sh ip on |
| Da ie la n To i sc an |
D ire cto r |
8 1 De Ma 3 y - 2 0 1 8 c |
Ap l o f p rov a 2 0 2 0 f ina ia l nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
(a) 27 0 0 0 , |
(b) 1 1, 0 0 0 |
0 | 0 | 0 | 0 | 3 8, 0 0 0 |
0 | 0 | ||
| ( ) I I Re ne mu |
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 |
27 0 0 0 , |
1 1, 0 0 0 |
0 | 0 | 0 | 0 | 3 8, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
di d € 20, 000 7, tor as rec an |
000 Bo D m eet as |
ing dan fee at ten ce |
s | ||||||||
| ( b) of w hic h € |
ber of th 10, 000 as a m em |
e I l C nte tro rna on |
l an d R isk Co itte mm |
nd €1 in Co 000 e a , |
itte ing eet at mm e m |
dan fee ten ce s |
||||||
| S fan ia te Tr iva |
ire D cto r |
Ma 8 1 De 3 y - 2 0 1 8 c |
l o f Ap p rov a 2 0 2 0 f ina ia l nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
25 0 0 0 (a) , |
8, 3 3 3 (b) |
0 | 0 | 0 | 0 | 3 3, 3 3 3 |
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 |
25 0 0 0 , |
8, 3 3 3 |
0 | 0 | 0 | 0 | 3 3, 3 3 3 |
0 | 0 | |||
| (a ) o f w hic h € |
di d € 20, 000 5, tor as rec an |
Bo D m 000 eet as |
ing dan fee at ten ce |
s | ||||||||
| ( b) of w hic h € |
be f th 8, 333 as a m em r o |
e R tio em un era n a |
nd Co No mi ion nat |
itte mm e |
||||||||
| D ire to c rs |
lo in f f n o ng er o |
ic du in t e r g |
he de y ea r u n |
ie r r ev w |
||||||||
| C inz ia Sa ler i |
V ice C ha irm an |
8 Ma 1 Ja n - 2 0 1 8 y |
Ap l o f p rov a f ina ia l 2 0 17 nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
0 | 0 | 0 | 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 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| be Ro rta Fo in i rz an |
V ice C ha irm an |
8 Ma 1 Ja n - 2 0 1 8 y |
l o f Ap p rov a f ina ia l 2 0 17 nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
0 | 0 | 0 | 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 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| 1 6 |
| Na d |
Pe rio d o |
Ex of |
Fix ed |
ion Re rat mu ne for da at ten |
Va ria ble re mu eq |
ion (n rat ne on uit ) y |
No n |
Ot he |
ir V alu f Fa e o |
Ind nit for em y d o f o ffic en e o r |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| me an su e rn am |
Of fic e |
f off ice |
iry p off ice |
rem tio era un n |
nc e Co itt at ee mm eti me ng s |
Bo nd nu s a oth er inc tiv en es |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
r tio rem era un n |
To tal |
uit eq y tio rem un era n |
mi tio f ter na n o loy nt em p me rel ati sh ip on |
| Et to re Sa ler i |
ice C ha irm V an |
8 Ma 1 Ja n - 2 0 1 8 y |
Ap l o f p rov a 2 0 17 f ina ia l nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
0 | 0 | 0 | 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 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| G ius ep e p Ca l l i va |
D ire cto r |
8 Ma 1 Ja n - 2 0 1 8 y |
Ap l o f p rov a f ina ia l 2 0 17 nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
(a) 2, 0 0 0 |
(b) 3, 0 0 0 |
0 | 0 | 0 | 0 | 5, 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 |
2, 0 0 0 |
3, 0 0 0 |
0 | 0 | 0 | 0 | 5, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
2, 000 Bo D m ing eet at as |
dan fee ten ce s |
||||||||||
| (a ) o f w hic h € |
Co itte 3, 000 eet as mm e m |
ing dan fee at ten ce |
s | |||||||||
| Fa to us Ga do i r n |
D ire cto r |
8 Ma 1 Ja n - 2 0 1 8 y |
l o f Ap p rov a f ina ia l 2 0 17 nc sta tem ts en |
|||||||||
| ( ) I Re ne mu |
ion Sa ba f S.p A. rat at |
(a) 2, 0 0 0 |
(b) 4, 0 0 0 |
0 | 0 | 0 | 0 | 6, 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 | |
| ( ) l I I I To ta |
2, 0 0 0 |
4, 0 0 0 |
0 | 0 | 0 | 0 | 6, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
2, 000 Bo D m ing eet at as |
dan fee ten ce s |
||||||||||
| (a ) o f w hic h € |
Co itte 4, 000 eet as mm e m |
ing dan fee at ten ce |
s | |||||||||
| An na do l i Pe n |
D ire cto r |
8 Ma 1 Ja n - 2 0 1 8 y |
Ap l o f p rov a 2 0 17 f ina ia l nc sta tem ts en |
|||||||||
| ( I ) Re mu ne |
ion Sa ba f S.p A. rat at |
2, 0 0 0 (a) |
0 | 0 | 0 | 0 | 0 | 2, 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 |
2, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2, 0 0 0 |
0 | 0 | |||
| (a ) o f w hic h € |
2, 000 Bo D m ing eet at as |
dan fee ten ce s |
| Na d me an su rn am e |
Pe rio d o |
Ex iry of |
Fix ed |
Re ion rat mu ne for da at ten nc e |
ria ble Va re mu eq |
ion (n rat ne on uit ) y |
No n |
Ot he r |
Fa ir V alu f e o |
Ind nit for em y d o f o ffic en e o r |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Of fic e |
f off ice |
p off ice |
rem tio un era n |
Co itt at mm ee eti me ng s |
nd Bo nu s a oth er inc tiv en es |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
tio rem un era n |
To tal |
uit eq y tio rem un era n |
mi tio f ter na n o loy nt em p me rel ati sh ip on |
|
| d f S Bo ar o Au d i to rs |
ta tu to ry |
|||||||||||
| A les dr sa n a i Tr on co n |
C ha irm an |
Ma 8 1 De 3 y - 2 0 1 8 c |
l o f Ap p rov a f ina ia l 2 0 2 0 nc sta tem ts en |
|||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
3 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 3 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 |
3 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 3 0, 0 0 0 |
0 | 0 | |||
| Lu isa An lm i se |
S d ing ta n Au d ito r |
Ja 1 3 1 n - De 2 0 1 8 c |
Ap l o f p rov a 2 0 2 0 f ina ia l nc sta tem ts en |
|||||||||
| ( I ) Re rat mu ne |
ion Sa ba f S.p A. at |
2 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 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 | |
| ( ) l I I I To ta |
2 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 0, 0 0 0 |
0 | 0 | |||
| M au ro V ive i nz |
S tat ut or y Au d ito r |
8 Ma 3 1 y - De 2 0 1 8 c |
Ap l o f p rov a 2 0 2 0 f ina ia l nc sta tem ts en |
|||||||||
| ( ) I Re rat mu ne |
ion Sa ba f S.p A. at |
2 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 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 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| ( I I I ) To l ta |
2 0, 0 0 0 |
0 | 0 | 0 | 0 | 0 | 2 0, 0 0 0 |
0 | 0 | |||
| Na d me an |
Pe rio d o |
Ex iry of |
Fix ed |
ion Re rat mu ne for da at ten nc e |
Va ria ble re mu eq |
ion (n rat ne on uit ) y |
No n |
Ot he r |
ir V alu f Fa e o |
Ind nit for em y d o f o ffic en e o r |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| su e rn am |
Of fic e |
f off ice |
p off ice |
rem tio era un n |
Co itt at ee mm eti me ng s |
Bo nd nu s a oth er inc tiv en es |
Pro fit sh ari ng |
tar mo ne y be fit ne s |
tio rem era un n |
To tal |
uit eq y tio rem un era n |
mi tio f ter na n o loy nt em p me rel ati sh ip on |
| Au d i to rs n o |
lo in f f ic ng er o |
du in t e r g |
he y ea r |
|||||||||
| de ie ev un r r w |
||||||||||||
| io An to n Pa in t ss an o |
C ha irm an |
8 Ma 1 Ja n - 2 0 1 8 y |
Ap l o f p rov a 2 0 17 f ina ia l nc sta tem ts en |
|||||||||
| ( ) ion I Re rat mu ne |
Sa ba f S.p A. at |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| ( I I ) Re ion rat mu ne |
fro bs i d iar ies m su |
d a f f i l iat an es |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| ( ) l I I I To ta |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
| ico En r l i Br o |
S d ing ta n Au d ito r |
1 Ja 8 n - Ma 2 0 1 8 y |
Ap l o f p rov a f ina ia l 2 0 17 nc sta tem ts en |
|||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| ( ) I I Re ion rat mu ne |
fro bs d i iar ies m su |
d a f f l i 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 | 0 | |||
| O he t t r e xe cu |
iv i h t tr es w s |
ic te a g re sp |
i b i l i ie t on s s |
|||||||||
| O he ive t t r e xe cu ic str ate g re sp on |
it h s w i b i l it ies ( 3 ) s |
Ja 1 3 1 n - De 2 0 1 8 c |
N / A |
|||||||||
| ( I ) Re ion rat mu ne |
Sa ba f S.p A. at |
(a) 4 2 0, 7 4 3 |
0 | 9 5, 9 8 0 |
0 | 15 7 8 1 , |
0 | 5 3 2, 5 0 4 |
0 | 0 | ||
| ( I I ) Re ion rat mu ne |
fro bs i d iar ies m su |
d a f f i l iat an es |
9 4, 5 0 0 |
0 | 0 | 0 | 0 | 0 | 9 4, 5 0 0 |
0 | 0 | |
| ( I I I ) To l ta |
5 15 2 4 3 , |
0 | 9 5, 9 8 0 |
0 | 15 7 8 1 , |
0 | 6 27 0 0 4 , |
0 | 0 |
(a) remuneration including €44,613 related to Remuneration for non-competition agreement
TAB. 2 - Incentive plans based on financial instruments, other than stock options, for members of the board of directors, general managers and other executives with strategic responsibilities
| Fin an ins tru me sig d i as ne n p fin cia l y an d d uri ste ve fin cia an |
cia l nts iou rev s t ea rs no th ng e l y ea r |
Fin an |
cia l in str um en |
sig ts as ne |
d d uri fin ng an |
cia l y ea r |
Fin cia l an ins tru nts me d d uri ste ve ng fin cia l y an ea r d n sig d ot an as ne |
Fin cia an d d uri ste ve ye ar an |
l in str ts um en fin cia l ng an d a ssi ed gn |
Fin cia l an ins tru nts me ini rta to pe ng the fin cia l an ye ar |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Na me d an su rn am e |
Of fic e |
Pla n |
mb Nu er d t f an yp e o fin cia l an ins tru nt me s |
Ve sti ng rio d pe |
Nu mb d er an f typ e o fin cia l an ins tru nts me |
Fa ir V alu t e a the sig t as nm en da te |
Ve sti ng rio d pe |
As sig t en nm da te |
Ma rke ric t p e o n sig t as nm en |
Nu mb d t er an yp e of fin cia l an ins tru nts me |
mb Nu er d t an yp e of fin cia l an ins tru me n ts |
Va lue at sti da te ve ng |
Fa ir V alu e |
| Pie tro Iot ti |
Ch ief tiv Ex ecu e Of fic er |
||||||||||||
| Re ati ner mu |
Sab af S A. at on .p. |
20 18 Sto ck Gr Pl ant an ( 18) Ma 20 y |
0 | -- | rig hts 56, 000 nd ing res cor po 56, 000 to sha res |
40 120 7, |
3 y ear s |
15 Ma 20 18 y |
€ 1 9.4 8 / sh are |
0 | 0 | -- | 96 98 5 , |
| Gi luc an a Be sch i |
Dir ect or |
||||||||||||
| Re ati mu ner |
Sab af S A. at on .p. |
20 18 Sto ck Gr Pl ant an ( 18) Ma 20 y |
0 | -- | rig hts 33, 600 nd ing cor res po 33, 600 to sha res |
244 272 , |
3 y ear s |
15 Ma 20 18 y |
€ 1 9.4 8 / sh are |
0 | 0 | -- | 58, 191 |
| Ot he r e xe cu |
tiv wi th str ate es g |
ic ibi res po ns |
liti ( 3) es |
||||||||||
| Re ati mu ner |
Sab af S A. at on .p. |
20 18 Sto ck Gr Pl ant an ( Ma 20 18) y |
0 | -- | 46 000 rig hts , nd ing cor res po 46 000 to , sha res |
334 420 , |
3 y ear s |
15 Ma 20 18 y |
sh € 1 9.4 8 / are |
0 | 0 | -- | 93 52 1 , |
| T O T A L |
9 8 8 1 2 5, |
-- | 2 4 8, 6 9 7 |
(figures in euro)
TAB. 3 - Monetary incentive plans for members of the board of directors and other executives with strategic responsibilities (figures in euro)
| Bo for he t nu s y |
ea r |
Bo nu |
f p iou s o rev s y |
ea rs |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Na d me an su rn am e |
O f f ice |
lan P |
Pa / Pa b le y a i d |
fer d De re |
De fer nt me io d p er |
No lon g er b le p ay a |
Pa / Pa b le 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 ( h ) Ma 2 0 17 rc |
0 | 0 | 0 | 3 3, 3 3 3 |
0 | 0 | |
| Re ion rat at mu ne |
Sa ba f S.p A. |
O lan 2 0 1 8 M B P ( h ) Ma 2 0 1 8 rc |
0 | 3, 0 0 0 7 |
Ma h 2 0 1 9 rc |
0 | 0 | 0 | 0 |
| G ian luc a Be h i sc |
ive ire Ex D ut cto ec r |
||||||||
| Re ion rat at mu ne |
Sa ba f S.p A. |
2 0 17 M B O P lan ( Ma h 2 0 17 ) rc |
0 | 0 | 0 | 3 2, 9 4 9 |
0 | 0 | |
| ion Re rat at mu ne |
Sa ba f S.p A. |
M B O P lan 2 0 1 8 ( Ma h 2 0 1 8 ) rc |
0 | 2 6, 3 7 4 |
h Ma 2 0 1 9 rc |
0 | 0 | 0 | 0 |
| O he ive t t r e xe cu |
it h s ic tra teg s w re sp on |
i b i l it ies ( 3 ) s |
|||||||
| 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 | 0 | 0 | 9 5, 9 8 0 |
0 | 0 | |
| Re ion rat at mu ne |
Sa ba f S.p A. |
O lan 2 0 1 8 M B P ( Ma h ) 2 0 1 8 rc |
0 | 1, 6 3 5 5 |
Ma h 2 0 1 9 rc |
0 | 0 | 0 | 0 |
| l To ta |
0 | 1 5 1, 0 0 9 |
0 | 1 6 2, 2 6 2 |
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 |
|---|---|---|---|---|---|---|---|
| 3 1 De 2 0 1 7 at c |
3 1 De 2 0 1 8 at c |
||||||
| Sa ler i G ius ep p e |
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. |
2, 7 6 6, 3 1 3 |
- | - | 2, 7 6 6, 3 1 3 |
| i iet Iot P t ro |
C h ie f Ex ive O f f ice ut ec r |
ire D ct |
Sa ba f S.p A. |
1 0, 0 0 0 |
1, 0 0 0 |
- | 1 1, 0 0 0 |
| la To i Da ie sca n n |
D ire cto r |
d ire hro h s In ct t ug p ou se |
Sa ba f S.p A. |
- | 2, 4 1 9 |
- | 2, 4 1 9 |
| D ire ct |
Sa ba f S.p A. |
- | 4 9 8 |
- | 4 9 8 |
||
| lg l l C lau d Bu i io are |
D ire cto r |
In d ire hro h t he ct t ug F int l Sr l co mp an y e |
Sa ba f S.p A. |
8 5 0, 0 0 0 |
- | - | 8 5 0, 0 0 0 |
| G V ive i Ma ior io nz uro g |
d Au ito r |
d hro h s In ire ct t ug p ou se |
Sa ba f S.p A. |
- | 6 0 0 |
- | 6 0 0 |