Remuneration Information • Apr 22, 2022
Remuneration Information
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APPROVED BY THE BOARD OF DIRECTORS OF APRIL 11, 2022
Transforming customers' strategies and projects into competitive and sustainable infrastructures, plants and processes.
Ability to innovate in technology; engineering and management expertise; consolidated experience in project management; strong problem-solving orientation; dialogue and transparency.
Albania, Austria, Bulgaria, Cyprus, Denmark, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Poland, Portugal, Romania, Serbia, Switzerland, Turkey, United Kingdom
Argentina, Bolivia, Brazil, Canada, Chile, Colombia, Ecuador, Guyana, Mexico, Peru, United States, Venezuela
CIS
Azerbaijan, Georgia, Kazakhstan, Russia
Algeria, Angola, Cameroon, Congo, Côte d'Ivoire, Egypt, Equatorial Guinea, Gabon, Ghana, Kenya, Libya, Mauritania, Morocco, Mozambique, Nigeria, Senegal, South Africa, Tunisia, Uganda
Bahrein, Iraq, Israel, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates
Australia, Bangladesh, China, India, Indonesia, Japan, Malaysia, Singapore, Taiwan, Thailand, Vietnam
| Letter from the Chairman of the Compensation and Nomination Committee Foreword Overview 2022 Remuneration Policy 2021 Remuneration Report - Results of shareholder vote on Section I Executive summary: Saipem 2022 Remuneration Policy |
2 4 6 6 7 8 |
|---|---|
| Section I - 2022 Remuneration Policy | 15 |
| Strategy, Sustainable development, Working conditions and Remuneration Policy | 15 |
| Link between Strategy, Sustainable development and Remuneration Policy | 15 |
| Working conditions and Remuneration Policy | 16 |
| Governance of the remuneration process | 17 |
| Bodies and persons involved | 17 |
| Saipem Compensation and Nomination Committee | 17 |
| 2022 Remuneration Policy approval process | 20 |
| Possible exceptions to elements of the 2022 Remuneration Policy | 21 |
| Aims and general principles of the Remuneration Policy | 21 |
| Aims | 21 |
| General principles | 21 |
| 2022 Remuneration Policy Guidelines | 23 |
| Chairman of the Board of Directors, Statutory Auditors and non-executive Directors | 24 |
| Chief Executive Officer-General Manager | 24 |
| General Manager Other Senior Managers with Strategic Responsibilities |
27 28 |
| Section II - Compensation paid and other information | 30 |
| Report on compensation paid - 2021 | 30 |
| Overview | 30 |
| Implementation of 2021 remuneration policies | 35 |
| Report on Compensation Paid for 2021 - Results of shareholder vote on Section II | 35 |
| Fixed compensation | 35 |
| Compensation for serving on Board committees | 36 |
| Variable incentives | 37 |
| Benefits | 38 |
| Ancillary remuneration instruments | 38 |
| Annual change in compensation and the performance of the Company | 38 |
| Compensation paid in 2021 | 40 |
| Table 1 - Compensation paid to Directors, Statutory Auditors | |
| and Senior Managers with Strategic Responsibilities | 40 |
| Table 3A - Incentive plans based on financial instruments, other than stock options, | |
| for Directors and Senior Managers with Strategic Responsibilities | 43 |
| Table 3B - Monetary Incentive Plans for Directors | |
| and other Senior Managers with Strategic Responsibilities | 45 |
| Shares held | 46 |
| Table 4 - Shares held by the Directors | |
| and other Senior Managers with Strategic Responsibilities | 46 |
| Annex pursuant to Article 84-bis of the Consob Issuers' Regulation | |
| - 2021 Allocation of the Share-based Long-Term Variable Incentive (LTI) Plan 2019-2021 | 47 |
| Table No. 1 of form 7 in Annex 3A to Regulation No. 11971/1999 | 47 |
The Report is published in the "Governance" section of Saipem's website (www.saipem.com)
Paul Schapira
Dear Shareholders,
as Chairman of the Compensation and Nomination Committee, I am pleased to present to you the 2022 Saipem Report on Remuneration Policy and Compensation Paid.
The Compensation and Nomination Committee, composed following the last renewal of the Corporate Bodies also of Directors Alessandra Ferone and Paola Tagliavini, drafted and submitted to the Board of Directors the 2022 Remuneration Policy, in a notably challenging context for our Company. The main purpose of the Remuneration Policy is, as established practice, the definition of remuneration tools aimed at motivating and retaining people with advanced professional and managerial expertise capable of pursuing the corporate mission and strategies.
This document was drafted in order to pursue the further objective of increasing Shareholders' and all Stakeholders' awareness of the remuneration policies adopted by Saipem through an open and transparent communication, highlighting their consistency with the Company's strategy.
Saipem's Remuneration Policy was approved in 2021 with the favourable vote of the Shareholders' Meeting of April 30, 2021 (96.3% in favour for Section I), demonstrating how the guidelines proposed by the Committee to the Board of Directors were in line with best practices and national and international benchmarks, as well as with the Corporate Governance Code, which represent the main references for assessing the suitability and overall consistency of the remuneration policies.
To prepare the 2022 Remuneration Policy, the Committee analysed the data relating to attendance and voting results at the Shareholders' Meetings related to season 2021, at the end of which it also collected the recommendations of the main Proxy Advisors. The Committee's activities and proposals were mainly aimed at ensuring the full alignment of the 2022 Remuneration Policy with the updated 2022-2025 Strategic Plan, approved by the Board of Directors on March 24, 2022.
In fact, as is known, on January 31, 2022 Saipem preliminarily communicated the revision of the margins of eight projects, which resulted in a negative impact on 2021 adjusted EBITDA of approximately €1 billion. The financial statements of Saipem SpA (approved on March 24, 2022) therefore closed with losses exceeding one third of the share capital, thus fulfilling the requirements of Article 2446 of the Italian Civil Code. The Company consequently updated its
2022-2025 Plan, outlining a path to deleveraging and recovery of operating profitability and, at the same time approving an important financing package to strengthen its equity and financial position.
The priority objective for 2022, and for the whole updated 2022-2025 Strategic Plan will be a return to sustainable value creation through greater profitability and a more effective project control and risk management.
The updated 2022-2025 Strategic Plan, specifically, draws the attention to: (i) the centralisation and strengthening of projects' risks control; (ii) an increase in the Company's focus on Offshore activities which enjoy higher margins, leveraging the Company's consolidated competitive position; and (iii) the decision to adopt a much more selective approach in the commercial area, with particular reference to Onshore E&C activities, in order to reduce risks and focus on cash generation. In any case Saipem has confirmed its intention to focus on energy transition, sustainable infrastructures and the circular economy, initiating a corporate reorganisation also involving new business lines and the development of innovative, flexible executive models.
Consistent with the resolutions adopted regarding the new financing package and the provisions of Article 2446 of the Italian Civil Code, the Board of Directors preferred not to adopt share-based variable incentive instruments for the current year, instead assessing the possibility of reintroducing systems of this nature in the 2023 Remuneration Policy. Therefore, the share-based Long-Term Variable Incentive Plan that expired in 2021 was not renewed for 2022. The Board of Directors also resolved to cancel the Long-Term Incentive Plan with respect to the 2019 allocation and not to activate the Short-Term Incentive Plan referring to the performance of the year 2021 for the monetary and equity components.
In light of these decisions, a new Short-Term Variable Incentive Plan was envisaged, addressed to all managers and based on 2022 performance, which supersedes the third and last allocation of the previous 2021-2023 Short-Term Variable Incentive Plan and constitutes the only variable incentive scheme for the management for the year 2022.
With this Plan, the Compensation and Nomination Committee ensured that the performance conditions envisaged in the system were fully aligned with the Company's main priorities, with objectives linked to improving its financial and capital structure.
To confirm this, it was proposed to structure the Plan with an entry gate represented by an
economic-financial indicator, Saipem's Net Financial Position at the end of the year, and, as a demonstration of the Company's constant attention to protecting the Safety of its Workers, an indicator based on the personnel's frequency of injury (Total Recordable Injury Frequency Rate).
While the Plan - which is strictly monetary in nature and valid only for 2022 - is mainly based on the achievement of short-term objectives, it is intended to ensure an alignment between the interests of management and those of shareholders in the medium to long term as it establishes a two-year deferral with respect to the vesting period of 40% of the incentive, and provides for the possibility of its revaluation or devaluation based on the change in the average trading price of Saipem stocks during the two-year deferral period. The deferral mechanism also pursues the objective of encouraging the loyalty of managers, as well as strengthening their participation in business risk, in line with the medium/long-term nature of Saipem's business.
In order to ensure that the adopted Remuneration Policy is increasingly in line with the expectations of Shareholders, all Stakeholders and Proxy Advisors, the Committee believes it is essential to ensure a pay-mix that prioritises variable components of remuneration, in particular long-term and equity-based, and hereby commits to defining a 2023 Remuneration Policy that includes both Short-Term and Long-Term Variable Incentive Plans.
Finally, note that in order to confirm the transparency adopted by Saipem in the preparation of this document, an additional disclosure has been made through a paragraph that illustrates the remuneration and incentive policy of Saipem's new General Manager.
The Policy Report, which illustrates the above guidelines in greater detail, was prepared in accordance with the Issuers' Regulation (updated with the amendments made by resolution No. 22144 of December 22, 2021) and the recommendations of the Corporate Governance Code for listed companies promoted by Borsa Italiana, in the version last approved in January 2020.
The proposed Remuneration Policy Guidelines for 2022, defined in light of the new challenges that the market requires us to face, were approved by the Board of Directors on April 11, 2022 and are illustrated in Section I of this Report.
In the hope that the choices made will be positively received, understood and appreciated, I thank you in advance, also on behalf of the other members of the Committee, for the support you will give to the Remuneration Policy planned for 2022.
April 11, 2022
The Chairman of the Compensation and Nomination Committee
This Report on Remuneration Policy and Compensation Paid (hereinafter, the "Remuneration Report") was approved by the Board of Directors of Saipem on April 11, 2022, acting on a proposal from the Remuneration and Nominations Committee, whose members are all non-executive and mostly independent Directors. The Report was prepared and finalised in compliance with the requirements of current laws and regulations: Article 123-ter of Legislative Decree No. 58 dated February 24, 1998, as incorporated in the Consolidated Finance Law (hereinafter, "TUF"); Article 84-quater of the Consob Issuers' Regulation (Decision No. 11971 dated May 14, 1999, as amended) and related Annex 3A, forms 7-bis and 7-ter; as well as in conformity with the recommendations of the Corporate Governance Code for listed companies promoted by Borsa Italiana (hereinafter, the "Corporate Governance Code"), the latest version of which, approved in January 2020, has been adopted by Saipem1. In keeping with the guidelines set out in the Company's Strategic Plan, the Remuneration Policy promotes alignment of the interests of management with the priority objective of creating value for the stakeholders over the medium-long term.
This 2022 Report on Remuneration Policy and Compensation Paid (Remuneration Report) defines and explains:
Statutory Auditors and the other Senior Managers with Strategic Responsibilities of Saipem.
These two sections of the Remuneration Report are both preceded by a summary of the main information, in order to give the market and investors an easy-to-read understanding of the key elements of the 2022 Policy and implementation of the 2021 Policy, having regard for the changes in the corporate bodies.
Lastly, Section II of the Remuneration Report identifies the shares held by the Directors, the Statutory Auditors and the other Senior Managers with Strategic Responsibilities of Saipem and contains information about the elements of remuneration relating to 2021, as required under current regulations3. The text of this Remuneration Report is sent to Borsa Italiana and made available to the public at the registered office of the Company and on its website in the "Governance" section, no more that twenty-one days prior to the date of the Shareholders' Meeting called to approve the financial statements for 2021 and Section I of the Remuneration Report, as well as to express a non-binding vote on Section II of the Remuneration Report, as required under current regulations4. Information related to financial instrument-based compensation plans currently in force is available in the "Governance" section of Saipem's website5. In compliance with current legislative and regulatory obligations6, the preparation of this Remuneration Report took into consideration analyses and further details regarding the results of voting at the Shareholders' Meeting, the feedback received from shareholders and the main Proxy Advisors on the Saipem 2021 Remuneration Report and their indications for the 2022 Policy, as well as the results of engagement activities with the Proxy Advisors, the indications contained in the Issuers' Regulation, the recommendations contained in the Corporate Governance Code, and the market practices of leading listed companies.
In particular, the following elements were considered consistent with the resolutions adopted by the Board regarding the updated Strategic Plan 2022-2025 and the financing package resulting from the results of the backlog review:
(3) Article 114-bis TUF and Article 84-bis of the Consob Issuers' Regulation.
(4) Directive (EU) 2017/828 and Article 123-ter of Legislative Decree No. 58/1998, para. 6 as amended by Legislative Decree No. 49/2019. (5) At the address: http://www.saipem.com/sites/SAIPEM_it_IT/area/GOVERNANCE-saipem-governance.page.
(6) Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of the Consob Issuers' Regulation (Decision No. 11971/1999, as amended).
(1) For more information on the terms of Saipem's adoption of the Corporate Governance Code, please refer to the "Governance" section of the Company's website (http://www.saipem.com) and to the document entitled "Corporate Governance and Shareholding Structure Report 2021". (2) The definition of "Senior Managers with Strategic Responsibilities" identified in Article 65, para. 1-quater, of the Issuers' Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) board directors of the Company. Saipem's Senior Managers with Strategic Responsibilities other than directors and statutory auditors are those persons who perform management functions and executives who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time.
On April 11, 2022, the Board of Directors of Saipem resolved to submit: (i) Section I of the 2022 Report on Remuneration Policy to a binding vote at the Shareholders' Meeting; and (ii) Section II on the Compensation Paid for 2021 to a consultative vote.
The Remuneration Policy of Saipem, valid for one year, is designed to: (i) promote alignment of the interests of management with the priority objective of creating sustainable value for the stakeholders over the medium-long term; (ii) promote the corporate mission and values; (iii) attract, retain and motivate professional and managerial talents; (iv) incentivise the achievement of strategic objectives of the business.
The 2022 Remuneration Policy provides for a change in management's variable incentive systems with the introduction of a new Short-Term Variable Incentive Plan for the year 2022, subject to the binding vote of the Shareholders' Meeting, replacing the last allocation of the Short-Term Variable Incentive Plan 2021-2023. The Plan provides for the recognition of an incentive linked to the 2022 performance results and the deferral of a significant portion of the incentive for a two-year period, the disbursement of which is based on the change of the average trading price of the Saipem stock. Consistent with the resolutions adopted regarding the new financing package and the provisions of Article 2446 of the Italian Civil Code, the Board of Directors considered inappropriate to have variable incentive instruments based on shares for the current year. Therefore, the Share-based Long-Term Incentive Plan that expired in 2021 will not be renewed.
With a view to focusing management's efforts on the main objective of cash generation and incentive plans' return to financial sustainability, while confirming the importance of defining a pay-mix that privileges the variable components of remuneration, especially for the long-term, the Remuneration Policy does not envisage additional variable incentive systems for the year 2022, strengthening the corporate choices made in light of the extraordinary and contingent situation that the Company is facing. The 2023 Remuneration Policy will be revised by defining a pay-mix that provides for a greater weight of the variable component for the long term, and the provision of share-based instruments.
In view of the new governance adopted by the Company, a specific policy has been created for the role of General Manager.
Operations intended to increase the value of Saipem and its assets and growth of liquidity over the time horizon of the Saipem Strategic Plan will again be deemed strategic in 2022; accordingly, as in the past, a multiplier will be applied to the individual performance score in order to guide management towards higher value-added operations, reward the exceptional commitment required and sustain the motivation of personnel who may have a significant impact on the successful outcome of those operations.
The 2022 Remuneration Policy, illustrated in detail in this Section I of the Remuneration Report, envisages the following:
When deciding Remuneration Policy, Saipem also considers other aspects that complement the fixed and variable economic-monetary elements, mainly by providing pension and social security benefits. The table on the following pages ("Executive Summary: 2022 Saipem Remuneration Policy") shows the main elements of the 2022 Policy approved for the remuneration of the Chief Executive Officer-General Manager, the General Manager and the other Senior Managers with Strategic Responsibilities (hereinafter "SMSR").
The Remuneration Policy is designed to be consistent with the business strategy and helps to promote alignments of the interests and motivations of management with the interests of the shareholders and all stakeholders, including achievement of the priority objective of creating sustainable value over the medium and long term.
Implementation of the business strategy is assured via the definition, by the Board of Directors, of short- and long-term priorities that are translated into objectives assigned to the Chief Executive Officer-General Manager, with subsequent deployment to the General Manager and the other Senior Managers with Strategic Responsibilities and then to management as a whole, supported by constant checks and monitoring of the progress made.
For this purpose, the variable incentive plan covers
several years, with the deferral of part of the short-term incentive.
The 2022 Remuneration Policy confirms Saipem's attention to ESG (Environmental, Social & Governance) objectives, some of which have also been included as both an entry gate and a target of the 2022 Short-Term Incentive Plan, with the aim of orienting company performance towards the primary objectives of worker safety and attention to environmental issues and to anti-corruption training and the 231 model for personnel at risk.
Saipem is committed to creating a work environment where different characteristics or personal or cultural orientations are considered a resource and a source of mutual enrichment, as well as being an inalienable element of business sustainability.
In compliance with the applicable regulations and the principles underpinning the corporate Code of Ethics, Saipem guarantees equal opportunities to all personnel with fair contractual conditions and remuneration based exclusively on merit and expertise, without discrimination of any kind.
This environment ensures that the cornerstone of the Remuneration Policy – and, more in general, the management of personnel – is the recognition of merit and the application of distinctive and critical professional skills. In fact, Remuneration Policy is defined and implemented in a manner that is fully consistent with the results of the skill and performance assessments of each individual, at the same time ensuring alignment with specific job market needs and the employment laws and regulations applicable in the markets in which Saipem operates.
In accordance with current legislation (Article 123-ter, para. 6, of Legislative Decree No. 58/1998), the Shareholders' Meeting held on April 30, 2021 cast a binding vote on Section I of the 2021 Remuneration Report, with about 96.3% of the votes in favour. More specifically, 96.3% of all the votes cast in 2021 were in favour, including 84.5% of the institutional investors; overall approval has averaged 97.4% over the past four years.
Market developments are monitored constantly and, subsequent to the Shareholders' Meeting, the Remuneration and Nominations Committee analysed the results of voting in various ways, including on a comparative basis, with particular reference to the votes cast by institutional investors. Examination of the voting recommendations made by Proxy Advisors and analysis of the results of engagement with Saipem shareholders also provided valid support when defining the 2022 Remuneration Policy.
Our Values: ≥Creative intelligence ≥Care for people and planet ≥Striving for trust ≥ Enhancement of cultural
identities.
The values and responsibilities that Saipem recognises, accepts, agrees with and adopts, thus contributing to a better future for all, are described in the Code of Ethics approved by the Board of Directors on March 19, 2019.
All Saipem People, without distinct or exception, shall align their actions and behaviour with the principles and content of the Code of Ethics. Relations among Saipem People, at all levels, shall be characterised by honesty, fairness, cooperation, loyalty and mutual respect.
As required under current regulations7 , Saipem is committed to developing the abilities and skills of management and employees, so that their energy and creativity can have full expression for the fulfilment of their potential, and to protecting working conditions as regards both mental and physical health of the workforce and their dignity. Saipem undertakes to offer, in full compliance with applicable legal and contractual provisions, equal opportunities to all its employees, making sure that each of them receives fair statutory and wage treatment exclusively based only on merit and expertise, without discrimination of any kind.
See page 16 of this Remuneration Report
(7) Article 84-quater of the Consob Issuers' Regulation (Decision No. 11971 dated May 14, 1999, as amended) and related Annex 3A, form 7-bis.
Guarantee fair remuneration, appropriate to the role and responsibilities assigned, in accordance with the principles of diversity, equal opportunities, recognition of the knowledge and professionalism of personnel, fairness and non-discrimination, compliant with all laws and internal and external regulations, and consistent with market benchmarks and the level of performance achieved.
The Saipem Remuneration Policy is determined with reference to the Governance model adopted by the Company and the recommendations of the Corporate Governance Code, in order to attract, motivate and retain professional and managerial talents, incentivise the achievement of strategic objectives and the sustainable growth of the business, align the interests of management with the priority objective of creating sustainable value for the stakeholders, especially over the medium-long term, and promote the corporate mission and values.
See page 21 of this Remuneration Report
| Principle | Description |
|---|---|
| New 2022 Short-term Incentive Plan to replace the last allocation of the share-based 2021-2023 Plan |
The 2022 Remuneration Policy has been prepared in a manner consistent with the relevant regulations and adopts the requirements of the Issuers' Regulation. The principal changes made with respect to the 2021 Policy include: |
| Pay-mix that envisages a single Short-Term Variable Incentive Plan |
≥New 2022 Short-Term Variable Incentive Plan, introduced to replace the third and final allocation of the share-based 2021-2023 Short-Term Incentive Plan; ≥the non-renewal of the share-based Long-Term Incentive Plan that expired in 2021, with the consequent absence of long-term components in the pay-mix of the CEO-General |
| Policy guidelines for the General Manager in a separate paragraph |
Manager and Senior Managers with Strategic Responsibilities; ≥inclusion of Policy guidelines for the General Manager in a separate paragraph. |
In 2022, the variable remuneration of executives having a major influence on company results is characterised by a significant return to the priority objective of ensuring the economic sustainability of the Short-term Incentive Plan and by the deferral of a significant portion thereof for a two-year period, the disbursement of which is based on the variation of the Saipem stock's
average trading price.
The objectives linked to variable remuneration are predetermined, measurable and complementary to each other, in order to identify the priorities considered when determining the overall performance of the Company, in line with the Strategic Plan and with the expectations of shareholders and other stakeholders, and promote a strong results-based orientation.
The incentive linked with variable compensation is paid following a scrupulous process of checking results actually achieved, assessing performance targets assigned net of the effects of exogenous variables, with a view to maximising the actual company and individual performance arising from management action.
The 2022 Remuneration Policy sets pay-mixes consonant with managerial roles, although with a significant reduction in the variable component compared to 2021 due to the provision of a single short-term incentive plan, in any case maintaining a weight of the most significant variable component for roles characterised by a greater influence on company results, as shown in the pay-mix charts shown, calculated considering the monetisation of the short-term incentive in the event of achieving minimum, target and maximum results.
Minimum Target Maximum
| Principle | Description |
|---|---|
| It values the skills, experience and the contribution required by the role assigned. |
Fixed remuneration may be adjusted periodically in the context of the annual salary review involving all managers, following verification of their pay positioning against benchmarks compatible with the characteristics of Saipem and the roles assigned (for more details see the market references indicated on page 23 of this Remuneration Report). These checks are carried out using a structured system of salary bands. The Saipem Remuneration Policy envisages the use of merit matrices, in order to subordinate salary increases to an analysis of the pay positioning of personnel in terms of internal fairness and comparison with the reference market, in addition to assessment of their merit and skills possessed. |
| For the Chief Executive Officer-General Manager currently in office, total annual remuneration of €1,000,0000 is envisaged, of which €650,000 as Gross Annual Remuneration for his position as General Manager and €350,000 as gross annual emoluments for his appointment as Chief Executive Officer, which absorbs the Board fee approved by the shareholders' meeting. |
|
| The annual fixed remuneration of the current General Manager is €900,000. | |
| See page 24, 27 and 28 of this Remuneration Report |
The remuneration of the SMSR is determined with reference to the level of the role assigned, with possible adjustments following annual reviews of competitive positioning. Annual adjustments are envisaged as part of the salary review process. |
The remuneration structure for the Chief Executive Officer-General Manager, the General Manager and the other Senior Managers with Strategic Responsibilities is a balanced mix of a fixed element commensurate with the powers and/or responsibilities assigned
and a variable element with a maximum limit designed to link remuneration to performance targets that are actually achieved. Consistent with the resolutions adopted regarding the new financing package and the provisions of Article 2446 of the Italian Civil Code, the Board of Directors considered it inappropriate to have variable incentive instruments based on shares for the current year. Therefore, the Long-Term Incentive Plan based on shares that expired in 2021 will not be renewed. With a view to focusing management's efforts on the main objective of cash generation and incentive plans' return to financial sustainability, while confirming the importance of defining a pay-mix that privileges the variable components of remuneration,
The short-term incentive system is linked to the attainment of a series of economic-financial, business development, individual and operating targets set with a view to achieving sustainable results over the medium-long term, in line with the Company's Strategic Plan and with the responsibilities assigned.
especially for the long-term, the 2022 Remuneration Policy does not envisage additional
Below are the incentive levels linked to the performance score envisaged in the variable incentive system for the Chief Executive Officer-General Manager, the General Manager and the SMSR (further details are provided in the table on page 13):
variable incentive systems for the year 2022.
| Minimum | Target | Maximum | |
|---|---|---|---|
| STI - Short-Term Incentive | 50% | 100% | 150% |
The minimum performance level (trigger threshold) for the short-term incentive is 80 points.
A significant portion of the incentive (40%) is subject to a two-year deferral and determined based on the variation of the average trading price of the Saipem stock, which allows its revaluation/devaluation up to a maximum of +100%.
The short-term variable element first promotes achievement of the company's objectives for the year 2022.
A significant portion of the incentive is deferred for a two-year period and the amount actually disbursed will be based on the variation of the average trading price of the Saipem stock in order to promote the alignment of management's interests with the objective of shareholder value creation.
All managers are included in the Plan.
≥ business and individual objectives broken down based on the objectives set for the Chief Executive Officer-General Manager and assigned in relation to the area of responsibility for the role covered.
≥multiplier adjusting the individual score of 1.2 (only for scores of 100 points or more) in the event of extraordinary operations, within the maximum score of 150 points. This additional portion of the bonus is deferred for 3 years and subject to another performance condition (Saipem sheet score for the three-year period) which enables the deferred amount to be adjusted by +/-50%. If average performance over the three-year period is lower than 80 points, the deferred incentive will not be paid. Aims: guide management towards operations that may increase shareholder and stakeholder value, reward the exceptional commitment required and facilitate the motivation and retention of resources with a significant impact on the successful outcome of those operations.
In 2023, subject to reaching the Entry Gate and a company sheet score of at least 80 points, 60% of the total incentive as defined above will be paid to the beneficiaries. The remaining 40% will be deferred for a two-year period and the amount actually disbursed will be based on the variation of the average trading price of the Saipem stock (VWAP - volume-weighted
≥Supplementary pension
These supplement the compensation package in a logic of total reward through benefits in kind, mainly of a health and social security nature. Recipients: all managers.
See page 27, 28 and 29 of this Remuneration Report
≥Supplementary healthcare ≥Insurance cover for death or permanent invalidity and work and non-work related injuries
≥Company car for business and personal use
≥Reimbursement of any Rome-Milan travel expenses.
Assignment of a car for business and personal use, subject to periodic review if the role assigned is changed.
The Chief Executive Officer-General Manager is entitled to: supplementary healthcare, international medical insurance, supplementary pension, insurance cover for death or permanent invalidity and work and non-work related injuries, and car for business and personal use, including any car-related accessories.
| Principle | Description |
|---|---|
| Termination indemnities to protect the company from potential competition risks and potential risks linked to disputes. Tools for retaining and protecting the know-how of the Group. |
Chief Executive Officer-General Manager - Severance: a1) End-of-Mandate Indemnity: in the event of consensual termination of the subordinate managerial relationship, upon the natural expiry of the 2021-2024 term of office and in the absence of renewal of the office of Chief Executive Officer, an amount equal to 2 years of Annual Global Remuneration (understood as the Gross Annual Fixed Remuneration and Average Short Term Incentive paid in the three-year term of office) shall be paid for the role of General Manager up to a maximum of €3,000,000 (the maximum limit does not apply if the Non-Competition Agreement is not activated). Only for early termination of office, a2) All-inclusive indemnity in case of early termination of the 2021-2024 mandate, excluding dismissal for just cause, and in case of resignation caused by demotion or change of control, equal to 2 years of Annual Total Remuneration (being Gross Annual Fixed Remuneration and Short-Term Incentive for on target performance) for the General Manager position. Amount Payable: €2,600,000. b) Non-competition agreement amounting to €700,000 with a duration of 12 months, to be activated if the Board of Directors exercises the related option. A consideration of €300,000 is envisaged for the option right. If termination of the working relationship is brought forward to October 31, 2023 for reasons not attributable to the Chief-Executive Officer-General Manager, the above option will be deemed to have been exercised, with consequent activation of the non-competition agreement. General Manager: two-year minimum-term agreement and total amount of €900,000 |
| payable in two annual tranches. Entitlement, in addition, to the termination indemnities (including payment in lieu of notice, where applicable) established in the relevant national collective employment contract. |
|
| See page 26, 28 and 29 of this Remuneration Report |
SMSR: leaving indemnity (in accordance with the national collective employment contract). Possibility of agreeing supplementary indemnities based on internal policy criteria: Severance payment if a change of control results in termination of employment due to resignation or dismissal and/or demotion (maximum of 2 years of remuneration). Non-competition agreements: may be activated on termination of the employment relationship (12 months' salary for each year of the agreement). Minimum-term agreements for the protection of know-how (12 months' salary for each year of the agreement). These instruments may be activated during the employment relationship or upon termination of employment. |
The 2022 Variable Short-Term Incentive is subject to a clawback regulation that allows for the return of all forms of variable remuneration in cases of manifestly incorrect or maliciously altered data and infringements of laws and regulations, the Code of Ethics or other internal regulations.
Report
Committee.
In particular:
≥Directive (EU) 2017/828
The Report on Remuneration Policy and Compensation Paid is prepared and finalised in compliance with current legal and regulatory obligations, as well as in compliance with the recommendation of the Corporate Governance Code for listed companies promoted by Borsa Italiana.
Adoption of clawback mechanisms via a specific Regulation approved by the Board of Directors, acting on a proposal from the Compensation and Nomination
See page 22 of this Remuneration
The Remuneration Policy is designed to be consistent with the business strategy and helps to promote alignment of the vision and efforts of management with the expectations of stakeholders, all in pursuit of the priority objective of creating sustainable value over the medium-long term.
Implementation of the business strategy is assured via the definition, by the Board of Directors, of short- and medium-long term priorities that are translated into objectives assigned to the Chief Executive Officer-General Manager, with subsequent deployment to the General Manager and the other Senior Managers with Strategic Responsibilities and then to management as a whole, supported by constant checks and monitoring of the progress made. The link between the Remuneration Policy and the Company's strategy, in addition to being conditioned by the continuation of the COVID-19 pandemic, was profoundly affected by the deterioration in the Company's equity and financial situation, which led to the consolidated financial statements as at December 31, 2021 closing with losses exceeding one third of the share capital, thus fulfilling the requirements of Article 2446 of the Italian Civil Code. This context led to the decision of the Board of Directors not to adopt share-based variable incentives for the current year. Therefore, the Share-based Long-Term Incentive Plan that expired in 2021 will not be renewed. The Company has therefore decided to implement a single Short-Term Variable Incentive Plan for the year 2022, with the aim of focusing management's efforts on the priority objective of generating cash and returning the Company to financial sustainability, including through the two-year deferral of a significant portion of the incentive earned.
The updated 2022-2025 Strategic Plan is entirely based on the dynamics of Saipem's target markets as presented in October 2021, and specifically on growth in the Offshore E&C and Offshore Drilling businesses. Furthermore, the Company has initiated a cost reduction programme and will continue to further optimise its processes, including by taking advantage of the opportunities arising from the new organisational model.
In the Offshore E&C and Drilling markets, the Group can count on a competitive advantage that derives from its highly technological fleet, the experience gained in key geographies and the proven reputation acquired over the years with the main customers in the energy sector.
In responding early to current and future market requirements and the pressures associated with the changed conditions, the Saipem strategy reiterates the industrial focus on the energy transition and sustainable infrastructure.
The attention paid by Saipem to safety matters remains a central pillar of the business model and has been confirmed providing for the adoption of TRIFR (Total Recordable Injury Frequency Rate), the complete and integrated control system for ensuring the safety of personnel, as an entry gate.
Saipem confirms its intention to play a leading role in the energy transition and circular economy, focusing in particular on the construction of modular plants in the carbon capture chain, plastic recycling and the development of subsea robotic technologies. Indeed, in the CCUS (Carbon Capture, Utilization and Storage) sector Saipem has the technologies to serve the entire supply chain, from capture and transport to the drilling of wells to access the geological units where CO2 is sequestered. Moreover, the Group will adopt a greater commercial selectivity in the Onshore E&C business, with a view to reducing risks and focusing on value generation rather than volumes. Exposure is expected to be reduced in highly competitive segments and refocused on areas where Saipem can play a leading role, such as LNG and gas valorisation (urea and ammonia plants), leveraging its products, local content and proprietary technology. Saipem's technology portfolio will also focus on emerging green technologies, such as hydrogen, CO2 treatment and marine wind, bio-refineries, subsea robotics, and innovative integrated model solutions for reducing emissions from existing plants, where the digital component enhances the strictly technological component.
In its updated 2022-2025 Strategic Plan, Saipem outlined its intention to strengthen the Group's capital structure, including through financing package, so as to be able to return to its role as a global player, also with respect to the energy transition, through actions aimed at contributing directly and indirectly to the fight against climate change and to guarantee the market a reliable partner for sustainable business. The Plan also confirms the priorities and actions to be taken in order to play a decisive role in the market of the future, where the paradigm will comprise the commitment and sustainability objectives of the Company, ensuring the sustainable growth of the Group and the creation of value for all stakeholders.
The 2022 Remuneration Policy confirms, in this sense, the attention paid by Saipem to ESG (Environment, Social & Governance) objectives and, in particular, support for the strengthening of policies to tackle climate change, consistent with the orientation consolidated at international level following the Paris and Glasgow (COP21 and 26) Climate Accords. Consistent with the efforts of institutions, clients, the financial community and companies in the sector,
Saipem is seeking to complete the actions already taken to refine the strategy and related implementation plan in order to achieve the objective of reducing GHG emissions.
Via a structured and detailed analysis of materiality, directly involving the representatives of all categories of stakeholder and developed this year applying the double-materiality concept, consistent with the GRI and SASB recommendations, Saipem has identified the sustainability topics of greatest priority in relation to the business, where the Company can make the most significant contribution in terms of value creation, the safety of personnel and the reduction of climate-altering emissions.
Climate change has long been recognised as a material topic by the stakeholders involved in the analysis of materiality. Accordingly, in recent years Saipem has made increased efforts to perform better in terms of GHG emissions. Starting in 2021, Saipem now publishes the long-term decarbonisation objectives reflected in the Group's internal Net-Zero Programme, following a structured process of analysis and internal agreement implemented in recent years. In particular, the following long-term targets have been identified:
Furthermore, Saipem is engaged in training on anti-corruption issues and updates to the "231 Model". The Company has developed an anti-corruption management system and a monitoring and control system for suppliers who may be involved in fraudulent activities.
For the development of an effective strategy to combat corruption, represented by the maturation of an in-depth knowledge of prevention tools, Saipem considers training and awareness-raising activities to be particularly relevant. Therefore, confirming the strategic importance of training to promote and disseminate knowledge about compliance and anti-corruption, Saipem has invested in ensuring such widespread diffusion.
Given all these factors, Saipem focuses attention on the following objectives:
TREND IN TOTAL RECORDABLE INJURY FREQUENCY RATE
2010 2013 2012 2014 2015 2016 2021 2020 2019 2018 2017 2011
The breadth of the objectives linked to ESG/Sustainability factors and the materiality of the strategic topics for the business represent a commitment made by the Company to all stakeholders, consistent with the international principles adopted by Saipem (e.g. UN Global Compact) and the reference framework represented by the UN 2030 objectives (Sustainable Development Goals - SDGs), as well as with the European guidelines intended to support economic recovery and sustainable development.
In compliance with the applicable regulations and the principles underpinning the corporate Code of Ethics, Saipem guarantees equal opportunities to all personnel with fair contractual conditions and remuneration. Saipem strives to guarantee an inclusive working environment, free from discrimination of any kind, in which different personal and cultural characteristics and orientations are recognised as a resource. In this regard, the Company not only seeks to comply with apply the regulatory framework in each country of operation, but also to develop corporate policies that guarantee equal opportunities for every type of worker, discourage prejudice, harassment and discrimination of any kind (linked for example to skin colour, nationality, ethnic origin, culture, religion, sexual orientation, age or disability), with full respect for human rights.
This context guarantees that the cornerstones of the Remuneration Policy – and, more generally, the management of personnel – comprise the principle of internal fairness and the recognition of merit and distinctive and critical professional skills. In fact, Remuneration Policy is defined and implemented in a manner that is fully consistent with the HR strategic planning process and the results of the skill and performance assessments of each individual, at the same time ensuring alignment with specific job market needs and the employment laws and regulations applicable in the markets in which Saipem operates.
Always considering the specific local circumstances, Saipem also strives to give all personnel (regardless of their contracts, but always in compliance with the applicable current legislation) additional benefits in the form of supplementary pensions and healthcare, transportation services and supporting policies, welfare initiatives and family assistance, meals and training courses.
The COVID-19 pandemic that continued throughout the world during 2021 has stimulated the continuous improvement of work-related processes and recourse to smart working in order to safeguard the health of personnel, which remains the top priority, while also ensuring business continuity.
The Remuneration Policy for the Saipem Board of Directors, the Chief Executive Officer-General Manager, the General Manager and the other Senior Managers with Strategic Responsibilities is defined in accordance with legislation and company regulations and the Saipem Governance model, which identify the following bodies and persons involved: Shareholders' Meeting, Board of Directors and Compensation and Nomination Committee.
The Remuneration Committee that, as of February 13, 2012, was renamed the "Compensation and Nominations Committee", was established by the Board of Directors in 1999. Committee membership and appointments, its tasks and its operating procedures are regulated by a specific set of rules, which were approved by the Board of Directors and published on the Company website. In accordance with the recommendations of the Corporate Governance Code, the Committee comprises three non-executive Directors, the majority of whom are independent. In line with the Corporate Governance Code (Article 5, recommendation 26), the Regulation also requires at least one Committee member to have adequate knowledge and experience of financial and compensation matters, which is evaluated by the Board at the time of appointment.
On May 18, 2021, the Board of Directors appointed at the Shareholders' Meeting held on April 30, 2021 designated the following non-executive Directors, the majority of whom are independent, as members of the Compensation and Nomination Committee: Paul Schapira, Chairman, Alessandra Ferone and Paola Tagliavini. The related regulations, along with the regulations of the other Board Committees, was approved by the Board of Directors on June 30, 2021.
14 meetings in 2021; average duration: 2 hour and 4 minutes; average participation: 100%.
The Corporate Head of Human Resources and Organisation or, as deputy, the Corporate Head of People Development, Recruitment, Training and Compensation, serves as Committee Secretary responsible for preparing the minutes of meetings and assisting the Committee in the performance of its activities.
The Committee makes recommendations and provides advice to the Board of Directors, in accordance with the recommendations of the Corporate Governance Code (Article 4, recommendations 19, 23 and 24 and Article 5, recommendation 25). In particular, it performs the following functions:
≥ periodically checks the adequacy, the overall consistency and the implementation of the Policy adopted, formulating proposals in this regard;
≥ suggests candidates for the role of Director to the Board if during the course of the financial year one or more Directorships become vacant (Article 2386, paragraph 1 of the Italian Civil Code), ensuring compliance with the regulations on the minimum number of independent Directors and on the quotas reserved for the least represented gender;
The Committee meets as often as necessary to perform its duties, normally on the dates scheduled on the yearly calendar of meetings approved by the Committee itself and is quorate when at least the majority of its members in office are present and decides with the absolute majority of those in attendance. The Chairman of the Committee convenes and presides over the meetings.
The Committee is provided by the Board of Directors with the resources necessary to fulfil its duties of analysis and preliminary investigation. To fulfil its duties, the Committee has the right to access the necessary company information and departments and to avail of external advisors who do not find themselves in situations that could compromise the impartiality of their opinion, within the limits of the budget approved by the Board of Directors. On a yearly basis, the Committee drafts a budget that it submits to the Board of Directors for approval.
The Chairman of the Board of Statutory Auditors, or a serving statutory auditor designated by the Chairman, attends Committee meetings. Other statutory auditors may also participate, especially when the Board is dealing with matters for which the Board of Directors is obliged in its resolution to take account of the opinion of the Board of Statutory Auditors. At the invitation of the Committee Chairman, other parties may attend the meetings to provide information and make assessments within their field of competence in relation to individual agenda items. No Director can take part in Committee meetings where proposals are being made to the Board of Directors concerning his/her remuneration.
The Compensation and Nomination Committee carries out its activities according to an annual programme which consists of the following phases:
≥ periodic checks of the adequacy, overall consistency and implementation of the Policy adopted in the previous year, considering the results
ANNUAL ACTIVITIES OF THE COMPENSATION AND NOMINATION COMMITTEE
achieved and the compensation/benchmarks supplied by specialised providers;
The Committee met a total of 14 times during 2021, with an average duration of 2.04 hours. These meetings were attended by all members. The Chairman of the Board of Statutory Auditors or a Statutory Auditor designated by the Chairman participated in all the meetings, which were duly minuted. Specifically with regard to remuneration matters, the Committee focused its activities of the topics presented in the table entitled "Principal topics addressed during 2021" on the next page. The Committee plans to hold at least 15 meetings in 2022. At the date of approval of this Remuneration Report, the first 10 meetings had already been held. These focused on: (i) the appointment of the Chief Executive Officer; (ii) the evaluation of the remuneration policies implemented in 2021 for the purpose of
defining the policy proposals for 2022; (iii) the introduction of the new 2022 Short-Term Variable Incentive Plan to replace the third and final award of the 2021-2023 Short-Term Variable Incentive Plan; (iv) the final report on the 2021 business results and the definition of the 2022 performance targets related to the new 2022 Short-Term Variable Incentive Plan; (v) the considerations on the activation of the 2021-2023 Short-Term Variable Incentive Plan in relation to the 2021 performance and its impact on the incentive of the Chief Executive Officer-General Manager and the other Senior Managers of the Company; (vi) the proposal to cancel the 2019-2021 Long-Term Variable Incentive Plan for the 2019 award; (vii) the review of the 2021 Board self-assessment. During subsequent meetings and in line with the defined annual activities, the results of the 2022
shareholders' meetings will also be examined with a view to preparing the 2023 Remuneration Policy. The Committee reports regularly, through its Chairman, to the Board of Directors and the Shareholders' Meeting convened to approve the annual financial statements on the performance of its duties, in accordance with its own Regulations, the recommendations of the Corporate Governance Code and with the aim of establishing a channel for dialogue with its shareholders and investors.
In accordance with its remit, the Committee defined the structure and contents of the Remuneration Policy for the purpose of preparing this Section I of the Remuneration Report at the meetings held on January 25, February 16, March 9, March 21 and April 5 in accordance with the latest recommendations contained in the Corporate Governance Code.
| Month | Topics | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Regulations of the Compensation and Nomination Committee | |||||||||||
| 2. Proposed 2021 indicators for the variable incentive plans | |||||||||||
| January | 3. Assessment of implementation of the 2020 Remuneration Policy | ||||||||||
| 4. 2021 Remuneration Policy Guidelines | |||||||||||
| 5. 2021 Remuneration Report Guidelines | |||||||||||
| 1. Short-Term Incentive Plan: proposed ESG indicators for 2021 | |||||||||||
| 2. Proposed 2021 targets for the variable incentive plans | |||||||||||
| February | 3. 2021 Report on Remuneration Policy and Compensation Paid | ||||||||||
| 4. Examination of remuneration practices in order to structure the compensation packages of the Chief Executive Officer-CEO, the Chairman and the Directors |
|||||||||||
| 5. | Analysis of the voting recommendations expressed by the proxy advisors | ||||||||||
| 1. Share-based Long-term Incentive Plan for 2016-2018: assignment of 2021 shares in relation to the 2018 allocation - Chief Executive Officer-CEO |
|||||||||||
| 2. Definition of 2021 Short-Term Incentive for the Chief Executive Officer-CEO | |||||||||||
| 3. Definition of 2021 Short-Term Incentive for the Internal Audit Manager | |||||||||||
| March | 4. 2022 Short-Term Incentive - Targets for Company 2021 performance indicators | ||||||||||
| 5. Share-based Long-term Incentive Plan for 2019-2021: approval of long-term indicators and target long-term indicators for the 2021 allocation |
|||||||||||
| 6. Saipem 2021 Report on Remuneration Policy and Compensation Paid | |||||||||||
| 7. Proposed purchase of treasury shares to service the share-based Long-Term Incentive Plan and the deferred component of the share-based Short-term Incentive Plan |
|||||||||||
| 1. 2021-2023 Short-Term Incentive Plan: determination of the number of shares to allocate to Senior Managers and approval of the Regulation for the 2021 allocations |
|||||||||||
| 2. Regulations of the Compensation and Nomination Committee | |||||||||||
| April June |
3. Analysis of voting results of the 2021 AGM season | ||||||||||
| 4. Proposed compensation for the new 2021-2024 mandate, for the Chairman, the Chief Executive Officer-General Manager, the General Manager and the members of Board Committees |
|||||||||||
| 5. Assessment of proposed nomination of the Senior Manager in charge of financial reporting | |||||||||||
| 1. Proposed compensation for the new 2021-2024 mandate, for the Chairman, the Chief Executive Officer-General Manager, the General Manager and the members of Board Committees |
|||||||||||
| July- September |
2. Proposed contracts between Saipem SpA and the Chief Executive Officer and between Saipem SpA and the General Manager |
||||||||||
| 3. Board self-assessment for 2021: definition of vendor list and tendering procedures | |||||||||||
| 4. Preliminary analysis of the new System of Long-Term Incentives for 2022-2024 | |||||||||||
| 1. 2019-2021 Long-Term Incentive Plan: determination of number of shares for the 2021 allocation and approval of Regulations |
|||||||||||
| 2. Analysis and proposal for the new System of Long-Term Incentives for 2022-2024 | |||||||||||
| October | 3. Board self-assessment for 2021: continuation of work and selection of advisor | ||||||||||
| December | 4. Consideration of nominations to the Supervisory Body | ||||||||||
| 5. 2022 budget of the Compensation and Nomination Committee | |||||||||||
| 6. Short- and Long-Term Incentive Plan: first proposal of indicators | |||||||||||
| 7. Update following start of the Board Self-Assessment for 2021 |
In reaching its conclusions, the Committee took account of the periodic assessment of the adequacy, overall consistency and concrete application of the 2021 Policy Guidelines, as well as the resolutions adopted in relation to remuneration by the Board of Directors and at the Shareholders' Meeting. The Saipem 2022 Remuneration Policy for the Chairman, the Chief Executive Officer-General Manager, the non-executive Directors, the Statutory Auditors, the General Manager and the other Senior Managers with Strategic Responsibilities was approved by the Board of Directors, acting on a proposal from the Remuneration and Nominations Committee, at the meeting held on April 11, 2022, together with this Section I of the Remuneration Report. In order to prepare this Policy Report, the Committee referred to the remuneration benchmarks prepared by Willis Towers Watson, an independent international consultancy, for the preliminary analysis aimed at preparing the 2022 Remuneration Policy proposals. The compensation policies defined in accordance with the guidelines provided by the Board of Directors are implemented by the Chief Executive Officer-General Manager, with support from the Human Resources function.
If there are exceptional circumstances and acting on a proposal from the Remuneration and Nominations Committee after activation of the Related-Party Transactions Procedures, if applicable, the Board of Directors may – solely in relation to the Chief Executive Officer-General Manager, the General Manager and the other Senior Managers with Strategic Responsibilities – make temporary exceptions to the Remuneration Policy regarding the elements shown in the "Remuneration structure for CEO-GM and SMSR" table on page 24, if the exceptions requested are consistent with pursuit of the objective to create
medium/long-term sustainable value for the Company as a whole and its sustainability, or to ensure its ability to remain competitive.
Any exceptions are documented in Section II of the Report on Remuneration Policy and Compensation Paid for the following year.
The Saipem Remuneration Policy is defined in accordance with the governance model adopted by the Company and the recommendations included in the Corporate Governance Code, with the aim of attracting, motivating and retaining professional and managerial talents and aligning the interests of management with the priority objective of creating value for the stakeholders over the medium-long term. The Saipem Remuneration Policy contributes to the achievement of the corporate mission and strategy by:
In line with the above aims, the remuneration paid to the Directors, the General Manager and the other Senior Managers with Strategic Responsibilities is defined in accordance with the following principles and criteria.
The compensation of non-executive Directors is commensurate with the commitment required for participating in Board Committees established according to the By-laws, with differentiation between the compensation envisaged for the Chairman and that of the members of each committee, in consideration of the additional responsibilities assigned.
Unless resolved otherwise at the Shareholders' Meeting, non-executive Directors are excluded from participation in the 2022 Short-Term Variable Incentive Plan.
The remuneration structure for the Chief Executive Officer-General Manager, the General Manager and the other Senior Managers with Strategic Responsibilities is a balanced mix of a fixed element commensurate with the powers and/or responsibilities assigned and a variable element with a maximum limit designed to link remuneration to performance targets that are actually achieved. The Saipem Remuneration Policy envisages the use of merit matrices, in order to subordinate salary increases to an analysis of the pay positioning of personnel in terms of internal fairness and comparison with the reference market, in addition to assessment of their merit and skills possessed.
Overall consistency of remuneration compared with the applicable market benchmarks for similar positions or roles of a similar level of responsibility and complexity within a panel of companies comparable to
Saipem, using specific benchmarks created with the support of international compensation data providers. The other Senior Managers with Strategic Responsibilities were compared with similar positions in Italian industrial groups of comparable size to Saipem with a focus in the manufacturing, construction, transportation, Oil&Gas and energy sectors and similar positions in the major European companies comparable to Saipem in terms of turnover and market capitalisation, with a focus on the Oil&Gas, transportation, construction and energy sectors. This check on the positioning of remuneration is carried out using a system structured using remuneration bands.
Variable remuneration for executive roles having a major influence on company results characterised by a significant variable component linked to the achievement of economic, financial, business development, operational and individual objectives, defined with a view to the sustainability of results in the medium-long term and which provides for the deferment of a portion over a two-year period, in line with the medium-long term nature of the business.
Objectives linked to variable remuneration predetermined, measurable and complementary to each other, in order to identify the priorities considered when determining the overall performance of the Company, in line with the Strategic Plan and with the expectations of shareholders and other stakeholders, and promote a strong results-based orientation. These objectives are defined in order to ensure: (i) the evaluation of individual annual performance based on a balanced score card defined in relation to the specific objectives of the area of responsibility and in line with the objectives assigned; (ii) the definition of a Short-Term Variable Incentive Plan according to methods aimed at focusing Management's actions on the year's objectives, but achieving sustainable results over time thanks to the two-year deferral of part of the incentive and its link with the value created for shareholders; (iii) the orientation of Management towards extraordinary operations, but which are functional to the pursuit of the priority objective of creating value for shareholders, identified according to the criterion of relevance, thanks to a multiplier to be applied to the score of the individual performance.
Incentives linked with variable compensation paid following a scrupulous process of checking results actually achieved, assessing performance targets assigned net of the effects of exogenous variables, with a view to maximising the actual company performance arising from management action.
Benefits, with a preference given to pension and insurance benefits, in line with market compensation benchmarks and compliant with local regulations to supplement and enhance the compensation package, reflecting roles and responsibilities assigned.
Adoption, through a specific Regulation approved by the Board of Directors, acting on the proposal from the Remuneration and Nominations Committee, of clawback mechanisms that make it possible to request the return of variable components of the compensation already paid, or not to proceed with the disbursement or assignment of the Shares, or to ask for the return of the value of the incentive or the market value of the Shares already granted, or to withhold an amount equal to the value or market value, depending on the case, to be due to the beneficiaries when rights were accrued on the basis of data that was later proven to be manifestly incorrect, or the return of all incentives (or Shares/corresponding value) relating to the year (or years) with reference to which fraudulent alteration of the data used to calculate the results was ascertained in order to earn the right to the incentive and/or the commission of serious and intentional infringements of laws and/or regulations, the Code of Ethics or company rules relevant to or with an impact on the employment relationship, affecting the related fiduciary relationship, in any case without prejudice to any action permitted by law to protect the interests of the Company.
The Regulation provides for the revocation of the incentives paid or to be paid, or attributed or to be attributed or the allocating of Shares or the recovery of the equivalent monetary value of the shares or of Variable Monetary Incentives within a maximum of three years from the date of payment or award of shares, whenever the incentives have been determined on the basis of data relating to the results and/or performance, which are subsequently revealed to be mistaken. The Regulation also provides for the application of recovery measures within a maximum of five years from the corresponding issue or assignment for persons who are shown to be responsible for altering, due to misconduct or gross negligence, the data used to report the results for assigned objectives, in order to earn the right to the incentive and/or in violation of laws and/or regulations, the Code of Ethics or company rules which are relevant to or with an impact on the employment relationship, and are of such significance as to compromise trust. In such cases, following the outcome of audits carried out by the relevant company compliance and control functions regarding the existence of errors that impact the final results, the company must, subject to rectification of the data, review the results, and the relevant company bodies and functions must recalculate the incentives, which may lead to the possibility of total or partial recovery in relation to the results achieved and to the incentives due. Errors that do not impact the final determination of the incentive sum are to be considered unimportant.
Additional severance indemnities, minimum-term agreements and non-competition agreements, for roles featuring greater competition risks, may be
defined within a certain amount or for a certain number of years or months of remuneration, in line with the remuneration received.
The 2022 Remuneration Policy, also taking into account the deteriorated equity and financial situation of the Company, as well as the evolution of the pandemic and the new challenges created by the National Recovery and Resilience Plan, envisages focusing on the definition of the 2022 objectives in line with the updated 2022-2025 Strategic Plan launched by the Company and underlying the financing package, which allows the Company to pursue a more balanced risk/return profile and a progressive deleveraging path, and which provides for an important programme to reduce structural costs, as well as with the new functional organisation organised by business line in order to improve operating efficiency, increase control over risks and project costs, increase commercial and contractual coordination and focus on the execution capacity of projects in line with the Company's new Operating Model. Indeed, the new organisation provides for an
orientation by business lines, which goes beyond the divisional structure, with the aim of greater efficiency, centralised risk control and the development of innovative and flexible executive models, in line with the needs of the energy transition.
For the Chairman and non-executive Directors, the 2022 Remuneration Policy reflects the resolutions adopted by the Board of Directors on July 14, 2021, following renewal of the corporate bodies, on the basis of the shareholders' resolutions adopted on April 30, 2021.
The 2022 Remuneration Policy for the Chief Executive Officer-General Manager reflects the resolutions adopted by the Board of Directors on July 14, 2021 and on March 24, 2022.
The 2022 Remuneration Policy for the General Manager reflects the resolutions adopted by the Board of Directors on February 4, 2022 and on March 24, 2022.
For the other Senior Managers with Strategic Responsibilities, the 2022 Remuneration Policy provides for the introduction of a new Short-Term Variable Incentive Plan valid only for 2022, approved by the Board of Directors on March 24, 2022, and does not envisage Long-Term Variable Incentive Plans for 2022.
| ROLE | REMUNERATION DATA PROVIDERS |
RATIONALE | BENCHMARK | ||||
|---|---|---|---|---|---|---|---|
| Chairman | Willis Towers Watson | Similar roles in Italian companies, mainly industrial in nature, that are comparable to Saipem in terms of turnover, capitalisation, geographical coverage and number of employees, |
Italian companies Atlantia, ENEL, Eni, Fincantieri, Interpump, Italgas, Leonardo, Maire |
||||
| Non-executive Directors | with particular reference to those with primary listing on the Italian exchange and an ownership structure comparable to Saipem. |
Tecnimont, Poste Italiane, Prysmian, SNAM, Terna, TIM, Webuild. |
|||||
| Chief Executive Officer -General Manager |
Willis Towers Watson | Similar roles in leading Italian and European companies, mainly industrial in nature, that are comparable to Saipem in terms of turnover, capitalisation, geographical coverage and number of employees, with particular reference to Italian companies with primary listing on the Italian exchange and ownership structure comparable to Saipem, as well as to European companies comparable to Saipem in terms of type of business. |
Italian companies Atlantia, ENEL, Eni, Fincantieri, Interpump, Italgas, Leonardo, Maire Tecnimont, Prysmian, SNAM, Terna, TIM, Webuild. |
European companies Balfour Beatty, Bilfinger, Colas, Eiffage SA, Ferrovial SA, Hochtief, Petrofac, SBM Offshore NV, Subsea 7, Technip FMC, Tecnicas Reunidas, Wood Group. |
|||
| General Manager | Willis Towers Watson | Similar roles in leading Italian companies, mainly industrial in nature, that are comparable to Saipem in terms of turnover, capitalisation, geographical coverage and number of employees, with particular reference to those with primary listing on the Italian exchange and ownership structure comparable to Saipem, as well as to European companies comparable to Saipem in terms of type of business. |
Italian companies Atlantia, ENEL, Eni, Fincantieri, Interpump, Italgas, Leonardo, Maire Tecnimont, Prysmian, SNAM, Terna, TIM, Webuild. |
European companies Balfour Beatty, Bilfinger, Colas, Eiffage SA, Ferrovial SA, Hochtief, Petrofac, SBM Offshore NV, Subsea 7, Technip FMC, Tecnicas Reunidas, Wood Group. |
|||
| Senior Managers with Strategic Responsibilities |
Willis Towers Watson | Similar roles in Italian industrial groups comparable in size to Saipem, with a focus on the manufacturing, construction, transportation, Oil&Gas and energy sectors. Similar roles in leading European companies comparable to Saipem, with a focus on the Oil&Gas, transportation, construction and energy sectors. |
The remuneration envisaged for the Chairman of the Board of Directors and the non-executive Directors reflects the resolutions adopted at the Shareholders' Meeting held on April 30, 2021 and by the Board of Directors on July 14, 2021.
The Policy Guidelines for the Chairman of the Board of Directors reflect the resolutions adopted by the Board of Directors on July 14, 2021, which defined a fixed remuneration of €427,500, slightly lower than the market median, inclusive of €60,000 as compensation for the office of Director resolved at the Shareholders' Meeting held on April 30, 2021, to which is added compensation of €28,500 for the role of Chairman of the Sustainability, Governance and Scenarios Committee.
The Shareholders' Meeting held on April 30, 2021 set the gross annual remuneration for current non-executive Directors at €60,000.
The Shareholders' Meeting held on April 29, 2020 set the gross annual remuneration of the Chairman at €70,000 and that of each Serving Statutory Auditor at €50,000.
The remuneration of the Board of Statutory Auditors of the Company is commensurate with the commitment required, the importance of the role and the size and sector characteristics of the Company, consistent with Article 5, Recommendation 30 of the Corporate Governance Code.
Additional annual remuneration will continue to be paid to non-executive Directors for their membership of Board Committees. The following amounts were resolved by the Board of Directors on July 14, 2021:
No termination or other indemnities are envisaged for the Chairman, the Statutory Auditors or the non-executive Directors on the early termination of their mandates.
No benefits are envisaged for the Chairman, the Statutory Auditors or the non-executive Directors.
| FIXED | Fixed remuneration |
|---|---|
| SHORT-TERM VARIABLE |
Short-Term Variable Incentives (STI) with deferral of a share |
| BENEFITS | Non-monetary benefits |
| ANCILLARY INSTRUMENTS |
Severance Payment; Minimum-term agreement; Non-competition agreement |
The remuneration structure for the Chief Executive Officer-General Manager reflects the resolutions adopted by the Board of Directors on July 14, 2021 and on March 24, 2022; in relation to the mandates granted, the fixed remuneration comprises that determined for the Directors at the Shareholders' Meeting, as well as any remuneration due for membership of the Boards of Directors of subsidiaries or affiliates.
The total gross annual remuneration of the Chief Executive Officer-General Manager is below the market median at €1,000,000, of which €650,000 as gross annual remuneration for his position as General Manager and €350,000 as gross annual emoluments for his appointment as Chief Executive Officer.
No forms of extraordinary compensation are envisaged in favour of the Chief Executive Officer-General Manager.
The Chief Executive Officer-General Manager is a beneficiary of the 2022 Short-Term Variable Incentive Plan, approved by the Board of Directors on March 24, 2022 to replace the third and final allocation of the 2021-2023 Short-Term Variable Incentive Plan. The Plan envisages, subject to reaching the Entry Gate based on:
and upon reaching a score of at least 80 points on the company sheet (trigger), the activation of the Plan and the consequent payment of 60% of the total incentive earned.
According to the Plan, once the Entry Gate has been reached the performance conditions are measured on the basis of the 2022 objectives approved by the Board of Directors on April 11, 2022 based on the organisation's strategic orientation and business model. The structure and weight of the various objectives are shown in the table.
(1) The adjustments relate to non-recurring charges, used in Saipem's market communications, and mainly comprise: redundancy, tax litigation and arbitration disputes. (2) GHG emission reduction refers to the emissions (measured in terms of tonnes of CO2) avoided related to Scope 1 and Scope 2 in the Group's scope: - Scope 1: direct emissions from operations under the direct control of Saipem; - Scope 2 includes indirect emissions produced by purchased electrical energy.
Each of the objectives is measured according to a 50-150 performance scale, in relation to the weight assigned to them (below 50 points the performance of each objective is considered zero). For incentive purposes, the threshold level for overall performance is 80 points.
The Plan envisages compensation based on the results achieved by Saipem in 2022 and determined with reference to an incentive level linked to the performance score: minimum (80 points), target (100 points) and maximum (150 points), corresponding respectively to 50%, 100% and 150% of the target incentive. The opportunity level is 50% of total remuneration if the minimum performance score is achieved, 100% if the target performance score is achieved and 150% if the maximum performance score is achieved.
The total incentive (TI) is calculated based on the following formula.
Where TR is the total remuneration and "ITarget" is the target incentive percentage, while IL is the incentive level linked to the overall result achieved.
The Plan also provides that the allocation of 40% of the incentive is subject to a two-year deferral, and the amount actually paid is determined as follows:
+100%, the change in the deferred incentive will be linear between -50% and +100%;
• in the event of a change in the average price above +100%, the incentive actually paid will remain equal to a maximum of +100% of the deferred incentive.
This means that the maximum incentive level actually achievable is 210% of total remuneration for the Chief Executive Officer-General Manager.
For the Chief Executive Officer-General Manager, in the event of non-renewal of the mandate or early termination, the disbursement of any deferred incentive shall take place in accordance with the performance conditions envisaged and as defined in the Plan's Implementation Regulations.
In addition, a multiplier of 1.2 will be applied to the individual performance score in the presence of special operations that contribute to pursuit of the priority objective of creating value for the shareholders, identified applying the criterion of importance. Application of the multiplier will be approved by the Board of Directors, acting on a proposal from the Compensation and Nomination Committee. The maximum individual performance score cannot exceed 150 points, which for the Chief Executive Officer-General Manager corresponds to a maximum short-term incentive of 150% of the total remuneration. The multiplier only applies to performance scores of at least 100 points on the 50-150 performance scale. The additional portion of the bonus deriving from application of the multiplier is deferred for 3 years and subject to another performance condition (average Saipem sheet performance over the three-year deferral period) which enables the deferred amount to be adjusted by +/-50%. If average performance over the
three-year period is lower than 80 points, the deferred incentive is not paid.
All short- and long-term variable incentives include a clawback clause enabling the recovery of variable remuneration components found to have been paid out in error or as the result of intentional misconduct by beneficiaries, according to the conditions, methods and terms of application described in the "Aims and general principles of the Remuneration Policy" section of this Remuneration Report (page 22).
For the Chief Executive Officer-General Manager: the following payments – totalling less than 2 years of contractual Annual Total Remuneration – are envisaged, in line with relevant practices, European Commission Recommendation 385 dated April 30, 2009 and to protect the Company from potential competition risks:
a1) End-of-Mandate Indemnities.
≥ At the end of the current term of office, if the office of Chief Executive Officer-General Manager is not renewed, the payment of a gross amount corresponding to two annual instalments of the Overall Annual Remuneration for the role of General Manager (understood as the Fixed Annual Gross Remuneration and average Short-Term Incentive for the three-year term of office) is envisaged, up to a defined maximum limit of €3,000,000, in order not to exceed the maximum total amount of two years of Gross Fixed Annual Remuneration and Short-Term Incentive defined as a target. This limit does not apply if the Non-Competition Agreement is not activated.
Only for early termination of office:
a2) All-inclusive indemnity in case of early termination of the 2021-2024 mandate.
≥ In case of early termination of the 2021-2024 mandate without just cause, or resignation caused by demotion, or on the sale, transfer for consideration or without charge or any other transfer of shares or debt instruments of any type, involving a change in the controlling shareholders of Saipem pursuant to Article 2359 of the Italian Civil Code ("change of control"), if this change leads to average a fundamental reduction in the mandates granted, an all-inclusive indemnity will be paid, in an agreed lump sum, pursuant to Article 2383, para. 3, of the Italian Civil Code, totalling two years of Annual Total Remuneration (being Gross Annual Fixed Remuneration and the average Short-Term Incentive for on target performance) for the General Manager position, amounting to €2,600,000.
≥ Non-Competition Agreement, to protect the company's interests, in consideration of the high management profile of international standing in the industry and the networks of institutional and business relationships built globally by the Chief Executive Officer-General Manager. The non-competition agreement may be activated by the Board of Directors, following evaluation and exercise of an option right. It envisages the payment of a fee in exchange for a promise from the Chief Executive Officer-General Manager not to engage, for twelve months after termination of the mandate, in any activity competing with that carried out by Saipem in relation to its corporate objects and in the context of the main reference markets at an international level. The amount of the option right, to be exercised before the expiry of the term of office, is equal to a gross amount of €300,000, while the consideration under the Non-Competition Agreement was determined by the Board of Directors on July 14, 2021 to be €700,000. Any breach of the Non-Competition Agreement will lead to non-payment of the fee (or its return, if Saipem becomes aware of the infringement subsequent to payment), as well as the obligation to pay a mutually and conventionally determined penalty of €350,000, without prejudice to the right of Saipem to request specific performance of the agreement and the reimbursement of any greater losses. If termination of the working relationship is brought forward to October 31, 2023 for reasons not attributable to the Chief-Executive Officer-General Manager, the above option will
be deemed to have been exercised, with consequent activation of the non-competition agreement.
The Chief Executive Officer-General Manager is entitled to application of the benefits provided to management as a whole (supplementary pension and healthcare, international medical insurance, insurance cover for death or permanent invalidity, and a car for business and personal use, including any car-related accessories).
The fixed remuneration is set based on the role, the responsibilities assigned and the mandates granted, taking account of the ranking of the position in the context of the Italian reference markets for executives with a similar level of managerial responsibility and complexity, and may be adjusted periodically within the framework of the annual salary review process which is carried out for all managers.
Taking into account the relevant context and current market trends, the 2022 Remuneration Policy envisages the following: (i) possibility of making adjustments to the fixed remuneration, having regard for market benchmarks and the breadth of the powers received from the Board of Directors; (ii) possibility of making special one-off payments (maximum of 25% of fixed remuneration) as consideration for top quality performance on projects of great importance or to meet retention needs.
Like the Chief Executive Officer-General Manager and the other Senior Managers with Strategic Responsibilities, the General Manager is a beneficiary of the Short-Term Variable Incentive Plan for 2022. For the General Manager there are individual objectives defined in relation to the powers conferred by the Board of Directors and in strict accordance with the company objectives. When results fall below the minimum level of individual performance (80 points), no incentive is envisaged.
Each of the objectives is measured according to a 50-150 performance scale, in relation to the weight assigned to them (below 50 points the performance of each objective is considered zero). For incentive purposes, the threshold level for overall performance is 80 points.
The Plan envisages compensation based on the results achieved by Saipem in 2022 and determined with reference to an incentive level linked to the performance score: minimum (80 points), target (100 points) and maximum (150 points), corresponding respectively to 50%, 100% and 150% of the target incentive.
The incentive level for on-target performance (100 points) is 75% of fixed remuneration. There is close correlation between the 50-150 point performance scale and the incentive level linked to the performance score: 50%-150%; accordingly, at maximum (i.e. performance = 150 points), the incentive level is a maximum 112.5% of fixed remuneration.
The total incentive for the General Manager is calculated according to the same formula as the Chief Executive Officer-General Manager, but with reference to the fixed remuneration. The maximum incentive level actually achieved by the Plan is 157.5% for the General Manager.
The Plan has the same deferral mechanism as described for the Chief Executive Officer-General Manager. The payment of the deferred incentive assumes a continued employment relationship, otherwise the incentive may be paid in proportion to the period elapsed between the date of allocation and the termination of employment according to the terms and conditions of the Plan and the Implementation Regulation.
The Plan conditions are detailed in the information document made available to the public on the Company's website (www.saipem.com) pursuant to current regulations (Article 114-bis of Legislative Decree No. 58/1998 and the Consob implementing regulation). For further information on the characteristics of the Plan please refer to the "Short-term variable incentive" section of this Policy Report.
In addition, a multiplier of 1.2 will be applied to the individual performance score in the presence of special operations that contribute to pursuit of the priority objective of creating value for the shareholders, identified applying the criterion of importance. The multiplier only applies to performance scores of at least 100 points on the 50-150 performance scale. The aims of this element is to guide management towards operations that may increase shareholder and investor value, reward the exceptional commitment required and facilitate the motivation and retention with a significant impact on the successful outcome of those operations. Application of the multiplier will be determined by the Board of Directors. The maximum individual performance score cannot exceed 150 points, which corresponds to a maximum short-term incentive of 112.5% of fixed remuneration. The additional portion of the bonus deriving from application of the multiplier is deferred for 3 years and subject to another performance condition (average Saipem sheet performance over the three-year deferral period) which enables the deferred amount to be adjusted by +/-50%. If average performance over the three-year period is lower than 80 points, the deferred incentive will not be paid.
A clawback clause is envisaged for the General Manager, with the conditions, methods and terms of application described in the "Aims and general principles of the Remuneration Policy" section of this Remuneration Report (page 22).
indemnities (including payment in lieu of notice, where applicable) established in the relevant national collective employment contract. It is also possible to agree, on an individual basis, supplementary indemnities on the termination of employment as an executive, applying criteria established by Saipem that envisage maximums that take account of the protections specified in the national collective employment contract for Senior Managers. These criteria take account of the actual and pensionable age of the Senior Manager when the contract is terminated and his/her annual remuneration. In addition, severance payments up to a maximum of two years' fixed remuneration for a Change of Control resulting in resignation or termination and/or demotion may be established on the basis of individual termination indemnity agreements.
b) Minimum-term agreements.
≥ For the General Manager: a two-year minimum-term agreement was stipulated with total amount of €900,000 payable in two annual tranches starting from February 2023.
In accordance with the relevant collective labour agreement established at national level and supplementary agreements reached at company level for Saipem Senior Managers, the General Manager is granted membership of the supplementary pension fund (FOPDIRE8) and the Supplementary Healthcare Fund (FISDE9), death and disability insurance coverage and a company car for business and personal use.
The fixed remuneration is set based on roles and responsibilities assigned, taking into account average levels of remuneration at other major Italian and international companies for roles of a similar level of managerial responsibility and complexity, and may be adjusted periodically in the framework of the annual salary review process which is carried out for all managers.
In consideration of the deteriorated economic and financial landscape, but also of the market trends in the Oil&Gas sector which foresee increasing levels of attrition, the Remuneration Policy for 2022 envisages – albeit with very selective criteria – actions aimed at maintaining adequate levels of competitiveness of remuneration and motivation of management, and therefore: (i) possibility of making adjustments, having regard for market benchmarks determined using a system structured with remuneration bands, to the fixed remuneration of personnel deemed especially strategic for the achievement of business results, persons whose responsibilities or roles have expanded
and those whose critical professional skills have a major business impact, by applying merit matrices in order to subordinate remuneration increases to an analysis of the positioning of the persons concerned in terms of internal fairness and the reference market, as well as assessment of their merit and skills; (ii) possibility of making special, highly selective one-off payments (maximum of 25% of fixed remuneration) as consideration for top quality performance on projects or programmes of great importance or to meet retention needs of key profiles; (iii) possibility to pay entry bonuses on employment, in order attract managerial profiles in possession of specific skills considered critical; (iv) right to recognise on employment the number of years worked for other companies in demonstrated leadership roles, with a high level of accumulated seniority.
Senior Managers with Strategic Responsibilities, as well as the Chief Executive Officer-General Manager and the General Manager, are beneficiaries of the new Short-Term Variable Incentive Plan 2022. For Senior Managers with Strategic Responsibilities, individual objectives are defined with respect to the area of responsibility for the role covered and consistent with corporate objectives. When results fall below the minimum level of individual performance (80 points), no incentive is envisaged.
Each of the objectives is measured according to a 50-150 performance scale, in relation to the weight assigned to them (below 50 points the performance of each objective is considered zero). For incentive purposes, the threshold level for overall performance is 80 points.
The Plan envisages compensation based on the results achieved by Saipem in 2022 and determined with reference to an incentive level linked to the performance score: minimum (80 points), target (100 points) and maximum (150 points), corresponding respectively to 50%, 100% and 150% of the target incentive.
The incentive level is differentiated, depending on the role assigned, and with on-target performance (100 points) earning a maximum 60% of fixed remuneration. There is close correlation between the new 50-150 point performance scale and the incentive curve linked to the performance score: 50%-150%; accordingly, at maximum (i.e. performance = 150 points), the incentive level is a maximum 90% of fixed remuneration.
The total incentive for the Senior Managers with Strategic Responsibilities is calculated according to the same formula as the Chief Executive Officer-General Manager, but with reference to the fixed remuneration. The maximum incentive level actually achieved by the Plan is therefore 126% of the fixed remuneration.
(8) Closed pension fund operating on a defined contribution, individual account basis, www.fopdire.it. (9) Healthcare fund providing reimbursement of medical expenses for working and retired Senior Managers and their family members,
www.fisde-eni.it.
The Plan has the same deferral mechanism as described for the Chief Executive Officer-General Manager. The payment of the deferred incentive assumes a continued employment relationship, otherwise the incentive may be paid in proportion to the period elapsed between the date of allocation and the termination of employment according to the terms and conditions of the Plan and the Implementation Regulation.
The Plan conditions are detailed in the information document made available to the public on the Company's website (www.saipem.com) pursuant to current regulations (Article 114-bis of Legislative Decree No. 58/1998 and the Consob implementing regulation). For further information on the characteristics of the Plan please refer to the "Short-term variable incentive" section of this Policy Report.
In addition, a multiplier of 1.2 will be applied to the individual performance score in the presence of special operations that contribute to pursuit of the priority objective of creating value for the shareholders, identified applying the criterion of importance. The multiplier only applies to performance scores of at least 100 points on the 50-150 performance scale. The aims of this element is to guide management towards operations that may increase shareholder and investor value, reward the exceptional commitment required and facilitate the motivation and retention of resources with a significant impact on the successful outcome of those operations. Application of the multiplier will be decided by the Board of Directors and the beneficiaries will be identified by the Chief Executive Officer-General Manager. The maximum individual performance score cannot exceed 150 points, which corresponds to a maximum short-term incentive of 90% of fixed remuneration. The additional portion of the bonus deriving from application of the multiplier is deferred for 3 years and subject to another performance condition (average Saipem sheet performance over the three-year deferral period) which enables the deferred amount to be adjusted by +/-50%. If average performance over the three-year period is lower than 80 points, the deferred incentive will not be paid.
A clawback clause is envisaged for Senior Managers with Strategic Responsibilities, with the conditions, methods and terms of application described in the
"Aims and general principles of the Remuneration Policy" section of this Remuneration Report (page 22).
a) Indemnities for termination of employment.
In continuity with the remuneration policy implemented in 2021 and in accordance with the relevant collective labour agreement established at national level and supplementary agreements reached at company level for Saipem Senior Managers, other Senior Managers with Strategic Responsibilities are granted membership of the supplementary pension fund (FOPDIRE10 or PREVINDAI11) and the Supplementary Healthcare Fund (FISDE12), death and disability insurance coverage and a company car for business and personal use, plus reimbursement of possible Rome-Milan travel expenses.
(10) Closed pension fund operating on a defined contribution, individual account basis, www.fopdire.it.
(11) Pension fund established in the form of an association recognised by public deed, with defined contributions on an individual capitalisation basis, www.previndai.it.
(12) Healthcare fund providing reimbursement of medical expenses for working and retired Senior Managers and their family members, www.fisde-eni.it.
Consistent with regulations, the Report on compensation paid is submitted for a consultative vote at the Shareholders' Meeting for the third year. This Report describes the compensation paid in 2021 to the (executive and non-executive) Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities of Saipem, as well as the shares held by the Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities of Saipem as envisaged in the relevant regulations in force. The Company provides the disclosures about the achieved results of the short-term and long-term incentive plans, providing the related data on an accruals basis; in particular, the results relating to 2021 are highlighted.
Specifically, at its meetings of October 27, 2021 and March 24, 2022 the Saipem Board of Directors resolved:
The cancellation of the 2019-2021 Share-based Long-Term Variable Incentive Plan - 2019 allocation and the non-activation of the Short-Term Variable Incentive were driven by considerations regarding the actual significant deterioration of the Group's balance sheet, income statement and financial position, as already disclosed to the market.
References - Conditions for activation - Results Compensation paid
Verifies compensation using benchmarks in line with the characteristics of Saipem and of the roles assigned.
Compensation for the role of Director established at the Shareholders' Meeting held on May 3, 2018.
Compensation for the Chairman of the Board of Directors approved by the Board of Directors on June 28, 2018.
Compensation for the Chief Executive Officer-CEO approved by the Board of Directors on June 28, 2018, May 16, 2019, July 28, 2020 and September 24, 2020.
Compensation for non-executive Directors serving on Board committees approved by the Board of Directors on June 28, 2018 and July 24, 2018.
Compensation for the role of Director established at the Shareholders' Meeting held on April 30, 2021.
Compensation for the Chairman of the Board of Directors approved by the Board of Directors on July 14, 2021.
Total remuneration for the role of Chief Executive Officer-General Manager approved by the Board of Directors on July 14, 2021.
Compensation for non-executive Directors serving on Board committees approved by the Board of Directors on July 14, 2021.
Caio Francesco - Chairman: €152,000 (period serving in role: January 1, 2021 to April 30, 2021).
Cappello Maria Elena - Director: €26,500 (period serving in role: January 1, 2021 to April 30, 2021).
Carloni Claudia - Director: €26,500 (period serving in role: January 1, 2021 to April 30, 2021).
Ferro-Luzzi Federico - Director: €33,000 (period serving in role: January 1, 2021 to April 30, 2021).
Mazzilli Ines - Director: €34,167 (period serving in role: January 1, 2021 to April 30, 2021).
| References - Conditions for activation - Results | Compensation paid | |
|---|---|---|
| Mandate 2021-2024 | ||
| Merlo Silvia - Chairman: €305,267 (period serving in role: April 30, 2021 to | ||
| December 31, 2021). ≥Pro-rata fixed remuneration: €286,188, including pro-rata compensation |
||
| as Director of €40,438. ≥Pro-rata compensation as Chairman of the Sustainability, Scenarios and |
||
| Governance Committee: €19,079. Caio Francesco - Chief Executive Officer-General Manager: €668,214 |
||
| (period serving in role: April 30, 2021 to December 31, 2021). ≥Pro-rata fixed remuneration for the 2021-2024 mandate as Chief Executive Officer: €233,333, including pro-rata compensation as Director of €40,438 determined at the AGM. |
||
| ≥Pro-rata gross annual remuneration as General Manager: €434,881. Plus the allowance for domestic and foreign travel totalling €5,525. |
||
| Diacetti Roberto - Director: €72,974 (period serving in role: April 30, 2021 to December 31, 2021). ≥Pro-rata Board fee determined at the AGM: €40,438. |
||
| ≥Pro-rata compensation for serving on the Related Parties Committee: €10,110. ≥Pro-rata compensation for serving on the Control and Risk Committee: |
||
| €22,426. | ||
| Ferone Alessandra - Director: €88,108 ≥Board fee determined at the AGM: €60,000. |
||
| ≥Pro-rata compensation for serving on the Control and Risk Committee: €10,922. |
||
| ≥Pro-rata compensation for serving on the Compensation and Nomination Committee: €17,186. |
||
| Giangualano Patrizia Michela - Director: €69,081 (period serving in role: | ||
| April 30, 2021 to December 31, 2021). ≥Pro-rata Board fee determined at the AGM: €40,438. |
||
| ≥Pro-rata compensation for serving on the Sustainability, Scenarios and Governance Committee: €15,164. |
||
| ≥Pro-rata compensation as Chairman of the Related Parties Committee: €13,479. |
||
| Ragni Pier Francesco - Director: €55,602 (period serving in role: April 30, 2021 to December 31, 2021). |
||
| ≥Pro-rata Board fee determined at the AGM: €40,438. ≥Pro-rata compensation for serving on the Sustainability, Scenarios and |
||
| Governance Committee: €15,164. | ||
| Reggiani Marco - Director: €55,602 (period serving in role: April 30, 2021 to December 31, 2021). |
||
| ≥Pro-rata Board fee determined at the AGM: €40,438. ≥Pro-rata compensation for serving on the Sustainability, Scenarios and |
||
| Governance Committee: €15,164. Schapira Paul - Director: €124,795 |
||
| ≥Board fee determined at the AGM: €60,000. ≥Compensation for serving on and as Chairman of the Remuneration and |
||
| Nominations Committee: €31,295. | ||
| ≥Compensation for serving on the Audit and Risk Committee: €33,500. Tagliavini Paola - Director: €97,389 (period serving in role: April 30, 2021 |
||
| to December 31, 2021). | ||
| ≥Pro-rata Board fee determined at the AGM: €40,438. ≥Pro-rata compensation as Chairman of the Control and Risk Committee: €29,655. |
||
| ≥Pro-rata compensation for serving on the Compensation and Nomination Committee: €17,186. |
||
| ≥Pro-rata compensation for serving on the Related Parties Committee: €10,110. |
||
| Fiori Giovanni - Chairman of the Board of Statutory Auditors: ≥Board fee determined at the AGM of €70,000. |
||
| De Martino Giulia - Statutory Auditor: | ||
| ≥Board fee determined at the AGM of €50,000. ≥Fixed compensation for positions held in subsidiaries and associates of €13,000. |
||
| Rosini Norberto - Statutory Auditor: | ||
| ≥Board fee determined at the AGM of €50.000. ≥Fixed compensation for positions held in subsidiaries and associates of €10,000. |
| References - Conditions for activation - Results | Compensation paid |
|---|---|
| Senior Managers with Strategic Responsibilities: ≥SMSR: the total gross annual remuneration is €4,154,450, plus the allowances due for domestic and foreign travel totalling €12,534. The table provides by name specific details for those Senior Managers with Strategic Responsibilities for whom greater disclosure is required pursuant to Consob's Issuers' Regulation. |
|
| During 2021, adjustments totalling €255,000 were made to the fixed remuneration of persons deemed to be of particular strategic importance. Special, one-off payments totalling €338,000 were also made in 2021. The table provides by name specific details for those Senior Managers with Strategic Responsibilities for whom greater disclosure is required pursuant to Consob's Issuers' Regulation. |
| References - Conditions for activation - Results | Compensation paid |
|---|---|
| 2021 objectives sheet for Short-Term Incentive Plan purposes: Adjusted Free Cash Flow (weight 30%); Adjusted EBITDA (weight 30%); New contracts (weight 10%); ESG (HSE, Digital Transformation, Balanced Gender Opportunity) (weight 30%). A multiplier of 1.1 will be applied to the score for the "New Contracts" objective, if the outstanding "Non Oil Related" element of the orderbook (Drilling excluded) is ≥75% at December 31, 2021. The resulting new score cannot be more than 15 points. |
In light of the current situation that the Company is operating in and the need to pursue the sustainability of the incentive plans with respect to the Company's economic, equity and financial situation, the Board of Directors resolved not to activate the Short-Term Incentive Plan referring to 2021 performance, both in the monetary and equity components. |
| Incentives are based on the results achieved in the previous year and measured on a 50-150 point performance scale, with a minimum recognition threshold of 70 points for company performance. Performance score for 2021 objectives: 69.17 points. |
|
| SMSR objectives: broken down on the basis of objectives assigned to top management, in relation to the area of responsibility for the role covered. Shares are allocated and incentives are paid based on the results achieved in the previous year and measured on a 50-150 point performance scale, with a minimum recognition threshold of 70 points for individual performance. Vesting over three years for the share element of the short-term incentive. |
|
| Payment of the incentive under the Short-Term Incentive Plan depends on achievement of the minimum performance (trigger) level specified in the related 2021 objectives sheet (Saipem Sheet) of at least 70 points. |
|
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Chief Executive Officer-CEO: same benefits as those recognised to management as a whole (supplementary healthcare, insurance cover for death and invalidity risks, car for business and personal use) plus reimbursement of Rome-Milan travel expenses once a week if the journey is made.
Chief Executive Officer-General Manager: same benefits as those recognised to management as a whole (supplementary pension and healthcare, international medical insurance, insurance cover including death or permanent invalidity, car for business and personal use, including any car-related accessories).
SMSR: conditions specified in the national collective employment contract and supplementary in-house agreements applicable to senior managers (supplementary pension and healthcare, insurance cover including for death and invalidity risks, car for business and personal use).
Cao Stefano - Chief Executive Officer-CEO: the amount of €8,991 includes the value of the car benefit, the supplementary health insurance paid by the company and the taxable amount for weekly round-trip flights between Milan and Rome.
Caio Francesco - Chief Executive Officer-General Manager: the amount of €7,140 includes the value of the supplementary pension contributions and health insurance paid by the Company.
SMSR: the amount of €139,612 includes the value of the car benefit and the supplementary pension contributions and health insurance paid by the company.
The table provides by name specific details for those Senior Managers with Strategic Responsibilities for whom greater disclosure is required pursuant to Consob's Issuers' Regulation.
Chief Executive Officer-CEO: all-inclusive indemnity in case of early termination of the current mandate, excluding dismissal for just cause, and in case of resignation caused by demotion or change of control. Non-competition agreement.
Chief Executive Officer-General Manager: End-of-Mandate Indemnities: payment of a gross amount corresponding to two years of Annual Total Remuneration for the General Manager position. Indemnities envisaged in case of early termination of the mandate, or resignation caused by demotion, or on the sale, transfer for consideration or without charge or any other transfer of shares or debt instruments of any type, involving a change in the controlling shareholders of Saipem pursuant to Article 2359 of the Italian Civil Code ("change of control"), if this change leads to a fundamental reduction in the mandates granted, an all-inclusive indemnity will be paid, in an agreed lump sum, pursuant to Article 2383, para. 3, of the Italian Civil Code, totalling two years of Annual Total Remuneration for the General Manager position.
Non-competition agreement: the non-competition agreement may be activated by the Board of Directors, following evaluation and exercise of an option right. It envisages the payment of a fee in exchange for a promise from the Chief Executive Officer-General Manager not to engage, for twelve months after termination of the mandate, in any activity competing with that carried out by Saipem in relation to its corporate objects and in the context of the main reference markets at an international level.
SMSR: termination indemnity: agreed upon termination of employment by mutual consent. Severance Payment: cases of change of control which result in termination of employment due to resignation or dismissal and/or demotion. Non-competition agreements: activated upon termination of the employment relationship. Minimum-term agreements to protect know-how. Cao Stefano - Chief Executive Officer-CEO: €1,800,000 in relation to the non-competition agreement in force during 2021.
Caio Francesco - Chief Executive Officer-General Manager: €300,000 in relation to the option right, exercisable by the Board of Directors, linked to the non-competition agreement envisaged for the Chief Executive Officer-General Manager.
SMSR: €11,766,600 relating to the minimum-term agreements,
non-competition agreements and termination indemnities in force during 2021.
The table provides by name specific details for those Senior Managers with Strategic Responsibilities for whom greater disclosure is required pursuant to Consob's Issuers' Regulation.
The following information shows the shares held in Saipem SpA by the Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities, as well as by their spouses, where
not legally separated, and by their minor children, either directly or through subsidiaries, trust companies or third parties, as determined from the Shareholders' Register, communications received and other information obtained from the persons concerned.
Cao Stefano - Chief Executive Officer-CEO: 639,978 shares held as of April 30, 2021.
SMSR: 446,452 shares held as of December 31, 2021.
This section describes the remuneration recognised in 2021 to the Chairman of the Board of Directors, the non-executive Directors, the Statutory Auditors and the Chief Executive Officer-CEO for the 2018-2021 mandate, to the Chairman of the Board of Directors, the non-executive Directors, the Statutory Auditors and the Chief Executive Officer-General Manager for the 2021-2024 mandate, and to the Senior Managers with Strategic Responsibilities.
Based on the checks made by the Remuneration and Nominations Committee as part of the periodic assessment required by the Corporate Governance Code, implementation of the 2021 Remuneration Policy is consistent with the document approved by the Board of Directors on March 12, 2021 in relation to the 2018-2021 mandate, in accordance with the resolutions adopted by the Board of Directors on May 3, 2018, June 28, 2018, May 16, 2019, July 28, 2020 and September 24, 2020, regarding the remuneration of non-executive Directors serving on Board Committees and the remuneration of the Chairman and the Chief Executive Officer-CEO, and in relation to the 2021-2024 mandate, in accordance with the resolutions adopted by the Board of Directors on July 14, 2021, regarding the remuneration of non-executive Directors serving on Board Committees and the remuneration of the Chairman and the Chief Executive Officer-General Manager.
At its meeting on March 24, in view of the actual significant deterioration of the Group's balance sheet, income statement and financial position, as already disclosed to the market, the Board of Directors resolved to cancel the Long-Term Incentive Plan with reference to the 2019 allocation and not to activate the 2022 Short-Term Incentive Plan - monetary and shareholder component.
As required under current legislation (Article 123-ter, para. 6, of Legislative Decree No. 58/1998), the
Shareholders' Meeting held on April 30, 2021 cast a consultative vote on Section II of the 2021 Report on Remuneration Policy and Compensation Paid: 78.2% of all votes cast were in favour.
Market developments are monitored constantly and, subsequent to the Shareholders' Meeting, the Remuneration and Nominations Committee analysed the results of voting in various ways, and the feedback received from investors and Proxy Advisors.
With regard to the 2018-2021 mandate, the Chairman was paid the compensation for the role envisaged by the Board of Directors on June 28, 2018. The amount included the compensation for the position of Director approved at the Shareholders' Meeting held on May 3, 2018. The Chairman was also paid the compensation envisaged for the role of Chairman of the Sustainability, Scenarios and Governance Committee.
With regard to the 2021-2024 mandate, the Chairman was paid the compensation for the role envisaged by the Board of Directors on July 14, 2021. The amount included the compensation for the position of Director approved at the Shareholders' Meeting held on April 30, 2021. The Chairman was also paid the compensation envisaged for the role of Chairman of the Sustainability, Scenarios and Governance Committee.
With regard to the 2018-2021 mandate, the non-executive Directors were paid the fixed remuneration approved at the Shareholders' Meeting held on May 3, 2018.
With regard to the 2021-2024 mandate, the non-executive Directors were paid the fixed remuneration approved at the Shareholders' Meeting held on April 30, 2021.
With regard to the 2018-2021 mandate, the Chief Executive Officer-CEO was paid the compensation established by the Board of Directors on June 28, 2018. The amount included the compensation for the role of Director approved at the Shareholders' Meeting held on May 3, 2018, in continuity with the previous mandate.
With regard to the 2021-2024 mandate, the Chief Executive Officer-General Manager was paid the compensation established by the Board of Directors on July 14, 2021. The amount included the compensation for the position of Director approved at the Shareholders' Meeting held on April 30, 2021, in continuity with the previous mandate.
The Statutory Auditors were paid the fixed compensation approved at the Shareholders' Meeting held on April 29, 2020.
For Senior Managers with Strategic Responsibilities, as part of the annual salary review envisaged for all managers, in 2021 highly selective adjustments were made to the fixed remuneration for positions whose perimeter of responsibility has increased or are placed below the average market benchmarks. In addition, special, one-off payments totalling
€338,000 were made in 2021, for excellent qualitative performance on projects of particular importance and to attract managerial profiles in possession of specific skills deemed to be of critical importance.
The amounts for fixed remuneration and, as regards employment salaries, the indemnities covered under the national contract for senior managers and under
supplementary company agreements, are specified in the relevant item of Table No. 1 of the section "Compensation paid in 2021".
With regard to the 2018-2021 mandate, the non-executive Directors were paid the additional compensation due for serving on Board Committees that was approved by the Board of Directors on June 28, 2018. This was more than during the 2015-2018 mandate but less than the market median and took account of the necessary distinction made between the Chairman and other members. With regard to the 2021-2024 mandate, the non-executive Directors were paid the additional compensation due for serving on Board Committees that was approved by the Board of Directors on July 14, 2021. This was more than during the 2018-2021, taking account of effort required from each Committee in relation to the market benchmarks and the necessary distinction made between the Chairman and other members.
The above amounts are indicated in the relevant item of Table No. 1 in the chapter on "Compensation paid in 2021".
\ 36
The performance of Saipem in 2021, evaluated on a like-for-like basis and approved by the Board of Directors, acting on a proposal from the Remuneration and Nominations Committee, on April 11, 2022, generated a score of 69.17 points on the 50-150 point performance scale used, compared with the minimum corporate performance score of 70 points for access to the incentive.
The table shows the weights, economic results and performance level achieved by each objective, as represented by a weighted score.
In light of the current situation that the Company is operating in and the need to pursue the sustainability of the incentive plans with respect to the Company's economic, equity and financial situation, the Board of Directors resolved not to activate the 2022
Short-Term Incentive Plan, both in the monetary and equity component
For the purposes of variable remuneration, bonuses will not be paid to the Chief Executive Officer-General Manager and the Senior Managers with Strategic Responsibilities.
Consistent with the 2021 Remuneration Policy Guidelines and the contractual conditions relating to the 2021-2024 mandate of the Chief Executive Officer-General Manager approved by the Board of Directors on July 29, 2021, in the context of the Share-based Long-Term Variable Incentive Plan 2019-2021 and applying the criteria and procedures determined by the Board of Directors on March 11, 2019 and approved at the Shareholders' Meeting held on April 30, 2019, on October 27, 2021 the Board of Directors approved the 2021 allocation of 491,700 ordinary Shares in Saipem SpA to the Chief Executive
Officer-General Manager, representing 100% of his total remuneration.
In the context of the Share-based Long-term Variable Incentive Plan 2019-2021 for Senior Managers with Strategic Responsibilities, 943,600 Shares were allocated to them for 2021 with reference to the target incentive levels established in the Plan for Saipem management. The number of Saipem Shares to be allocated to each beneficiary is determined with reference to a predefined percentage of fixed remuneration linked to the position held and the allocation price of the Saipem Shares, being their average price during the observation period between May 20 and September 20 in the year of allocation. The Shares allocated to the Chief Executive Officer-CEO and the Senior Managers with Strategic Responsibilities are shown in Table No. 1 of form No. 7 of Annex 3A to Regulation No. 11971/1999, as required by Article 84-bis (Annex 3A, form No. 7) of the Consob Issuers' Regulation, with related details shown in Table 3A of the section on "Compensation paid in 2021". With regard to the Long-Term Variable Incentive Plans still in place for certain Senior Managers with Strategic Responsibilities who have mutually terminated their working relationships with the Company, the monetary value of the shares allocated to them in 2019 and 2020 has been paid out on a pro-rata basis, as envisaged in the Plan regulations.
In light of the current situation that the Company is operating in and the need to pursue the sustainability of the incentive plans with respect to the Company's economic, equity and financial situation, the Board of Directors resolved to cancel the allocation of shares relating to the 2019 award of the 2019 Long-Term Incentive Plan 2019-2021.
Table No. 1 of the section on "Compensation paid in 2021" shows the taxable value of the benefits recognised in 2021 for the 2018-2021 mandate and the 2021-2024 mandate; in particular, the amounts relate to the following benefits: (i) annual contribution to the supplementary pension fund FOPDIRE or PREVINDAI; (ii) annual contribution to the supplementary healthcare fund FISDE; (iii) assignment of a company car for business and personal use (the annual value is stated net of the contribution paid by the assignee); (iv) taxable value of the weekly return flights between Milan and Rome (only for the Chief Executive Officer-CEO during the 2018-2021 mandate).
During 2021, no indemnities for termination of office were approved and/or paid to Directors. Termination indemnities were paid to Senior Managers with Strategic Responsibilities during 2021.
At the end of the 2018-2021 term for the Chief Executive Officer-General Manager, the Non-Competition Agreement envisaged in the 2021 Remuneration Policy was activated, amounting to €1,800,000 and valid for a period of 18 months. In 2021, the option right related to the non-competition agreement was granted to the Chief Executive Officer-General Manager (2021-2024 mandate) for an amount of €300,000. For some Senior Managers with Strategic Responsibilities, in line with the 2021 Remuneration Policy Guidelines, specific compensation has been envisaged for cases in which the need to enter into non-competition agreements has been identified, for a maximum amount of 12 months of the annual global remuneration for each year of the agreement. Payments under non-competition agreements were made to Senior Managers with Strategic Responsibilities during 2021.
Consistent with the 2021 Remuneration Policy Guidelines, Senior Managers with Strategic Responsibilities enter into minimum-term agreements protecting know-how, with the goal of guaranteeing continuity in the achievement of business objectives, up to a maximum of 12 months of total remuneration for each year of the agreement.
Payments under minimum-term agreements were made to Senior Managers with Strategic Responsibilities during 2021.
Saipem provides disclosures about the remuneration of the Chief Executive Officer-General Manager and monitoring constantly the ratio of his remuneration to that of the other employees; for this purpose, the annual change in the total remuneration of the Chief Executive Officer-General Manager and in the total remuneration of the full-time employees of Saipem SpA is calculated, as shown in the following tables. The annual change in compensation and in the performance of the Company has been monitored for 2018, 2019, 2020 and 2021; in addition, with regard to those years, the total remuneration of the Chief Executive Officer-General Manager was compared with the results of the Company using two economic-financial indicators: Adjusted Free Cash Flow and Adjusted EBITDA.
The compensation structure adopted by Saipem remunerates adequately the skills, experience and contribution required from the various roles, considering the objectives assigned and the results
achieved; compatible with this, the total remuneration of the Chief Executive Officer-General Manager is consistent with the economic-financial results of the Company. The Remuneration Policy for the employed population takes account of its positioning with respect to both the external market (external competitiveness) and the internal market (internal fairness).
The following table shows the remuneration paid to Directors, Statutory Auditors and to Senior Managers with Strategic Responsibilities13 for which, pursuant to Article 84-bis of Consob Regulation No. 11971/1999, information is provided by name and in aggregate for other Senior Managers with Strategic Responsibilities. The compensation received from subsidiaries and/or associates, if any, is shown separately unless waived or repaid to the Company. All persons who held the above positions during the year are included in the table, even if they only held office for part of the year. In particular:
indicates separately the compensation for each Committee on which the Director sits;
(€ thousand)
| Non-equity variable compensation |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Office | in office Period |
of term (*) Expiry |
Fixed compensation | on Committees Compensation for serving |
Bonuses and other incentives |
Profit sharing | Non-monetary benefits |
Other compensation | Total | of equity compensation Fair value |
Indemnities for termination of office or employment |
| Board of Directors | ||||||||||||
| Caio Francesco | Chairman (1) CEO-General Manager (2) |
01.01-04.30 04.30-12.31 |
2021 2024 |
143 (a) 668 (a) |
10 (b) | 7 (b) | 152 675 |
29 | ||||
| Merlo Silvia | Chairman (3) | 04.30-12.31 | 2024 | 286 (a) | 19 (b) | 305 | ||||||
| Cao Stefano | Chief Executive Officer-CEO (4) | 01.01-04.30 | 2021 | 348 (a) | 9 (b) | 357 | 508 | 1,800 (c) | ||||
| Ferone Alessandra | Director (5) | 01.01-12.31 | 2024 | 60 (a) | 28 (b) | 88 | ||||||
| Schapira Paul | Director (6) | 01.01-12.31 | 2024 | 60 (a) | 65 (b) | 125 | ||||||
| Cappello Maria Elena | Director (7) | 01.01-04.30 | 2021 | 20 (a) | 7 (b) | 27 | ||||||
| Carloni Claudia | Director (8) | 01.01-04.30 | 2021 | 20 (a) | 7 (b) | 27 | ||||||
| Ferro-Luzzi Federico | Director (9) | 01.01-04.30 | 2021 | 20 (a) | 13 (b) | 33 | ||||||
| Fumagalli Paolo | Director (10) | 01.01-04.30 | 2021 | 20 (a) | 13 (b) | 33 | ||||||
| Mazzilli Ines Maria Lina | Director (11) | 01.01-04.30 | 2021 | 20 (a) | 14 (b) | 34 | ||||||
| Diacetti Roberto | Director (12) | 04.30-12.31 | 2024 | 40 (a) | 33 (b) | 73 | ||||||
| Giangualano Patrizia Michela | Director (13) | 04.30-12.31 | 2024 | 40 (a) | 29 (b) | 69 | ||||||
| Ragni Pier Francesco | Director (14) | 04.30-12.31 | 2024 | 40 (a) | 15 (b) | 56 | ||||||
| Reggiani Marco | Director (15) | 04.30-12.31 | 2024 | 40 (a) | 15 (b) | 56 | ||||||
| Tagliavini Paola | Director (16) | 04.30-12.31 | 2024 | 40 (a) | 57 (b) | 97 |
(*) The mandate of the directors appointed at the Shareholders' Meeting held on May 3, 2018 expires at the Shareholders' Meeting called to approve the financial statements as of December 31, 2020. The mandate of the directors appointed at the Shareholders' Meeting held on April 30, 2021 expires at the Shareholders' Meeting called to approve the financial statements as of December 31, 2023.
(a) Amount corresponds to the pro-rata fixed remuneration approved by the Board of Directors on June 28, 2018 (€427.5 thousand), including the pro-rata compensation for the office of Director established at the Shareholders' Meeting held on May 3, 2018 (€60 thousand).
(b) Amount corresponds to the pro-rata compensation as Chairman of the Sustainability, Governance and Scenarios Committee (€28.5 thousand).
(a) Amount corresponds to: (i) the pro-rata fixed remuneration for the 2021-2024 mandate approved by the Board of Directors on July 14, 2021 (€350 thousand), including the pro-rata compensation for the office of Director established at the Shareholders' Meeting held on April 30, 2021 (€60 thousand); (ii) the pro-rata gross annual remuneration as General Manager approved by the Board on July 14, 2021 (€650 thousand). The allowance for domestic and foreign travel totalling €5.525 thousand is additional to the above amount and the amount of €300 thousand is added for the option right linked to the non-competition agreement with the Chief Executive Officer-General Manager.
(b) The amount includes supplementary pension contributions and health insurance paid by the company.
(a) Amount corresponds to the pro-rata fixed remuneration approved by the Board of Directors on July 14, 2021 (€427.5 thousand), including the pro-rata compensation for the office of Director established at the Shareholders' Meeting held on April 30, 2021 (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving as Chairman of the Sustainability, Scenarios and Governance Committee (€28.5 thousand), approved by the Board on July 14, 2021.
(a) Amount corresponds to the pro-rata fixed remuneration for the 2018-2021 mandate approved by the Board of Directors on June 28, 2018 (€1,045 thousand), including the pro-rata compensation for the office of Director established at the Shareholders' Meeting held on May 3, 2018 (€60 thousand).
(b) The amount includes the value of the car benefit, the supplementary health insurance paid by the company and the taxable amount for weekly round-trip flights between Milan and Rome. (c) This amount relates to the non-competition agreement.
(a) Board fee determined at the AGM (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving on the Remuneration and Nominations Committee (€25.5 thousand) approved by the Board on July 14, 2021 and on the Control and Risk Committee (€33.5 thousand), approved by the Board on June 28, 2018.
(a) Board fee determined at the AGM (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving on the Remuneration and Nominations Committee (€19.5 thousand) approved by the Board on June 28, 2018, the pro-rata compensation as Chairman of the Remuneration and Nominations Committee (€37 thousand) approved by the Board on July 14, 2021 and for serving on the Control and Risk Committee (€33.5 thousand), approved by the Board on June 28, 2018 and July 14, 2021.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving on the Sustainability, Scenarios and Governance Committee (€19.5 thousand), approved by the Board on June 28, 2018. (8) Carloni Claudia - Director
(b) Amount corresponds to the pro-rata compensation for serving on the Sustainability, Scenarios and Governance Committee (€19.5 thousand), approved by the Board on June 28, 2018.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand). (b) Amount corresponds to the pro-rata compensation for serving on the Remuneration and Nominations Committee (€19.5 thousand), approved by the Board on June 28, 2018, and on the Sustainability, Scenarios and Governance Committee (€19.5 thousand), approved by the Board on June 28, 2018.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand). (b) Amount corresponds to the pro-rata compensation for serving as Chairman of the Remuneration and Nominations Committee (€28.5 thousand), approved by the Board on June 28, 2018, and on the Related Parties Committee (€11.167 thousand), approved by the Board on July 24, 2018.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving as Chairman of the Control and Risk Committee (€42.5 thousand), approved by the Board on June 28, 2018.
(b) Amount corresponds to the pro-rata compensation for serving on the Related Parties Committee (€15 thousand) approved by the Board on July 14, 2021 and on the Control and Risk Committee (€33.5 thousand), approved by the Board on July 14, 2021.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving as Chairman of the Related Parties Committee (€20 thousand), approved by the Board on July 14, 2021, and on the Sustainability, Scenarios and Governance Committee (€22.5 thousand), approved by the Board on July 14, 2021.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand). (b) Amount corresponds to the pro-rata compensation for serving on the Sustainability, Scenarios and Governance Committee (€22.5 thousand), approved by the Board on July 14, 2021.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand). (b) Amount corresponds to the pro-rata compensation for serving on the Sustainability, Scenarios and Governance Committee (€22.5 thousand), approved by the Board on July 14, 2021.
(a) Amount corresponds to the pro-rata Board fee determined at the AGM (€60 thousand).
(b) Amount corresponds to the pro-rata compensation for serving as Chairman of the Control and Risk Committee (€44 thousand), approved by the Board on July 14, 2021, on the Remuneration and Nominations Committee (€25.5 thousand), approved by the Board on July 14, 2021 and on the Related Parties Committee (€15 thousand), approved by the Board on July 14, 2021.
(€ thousand)
| Non-equity variable compensation |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Office | in office Period |
of term (*) Expiry |
Fixed compensation | on Committees Compensation for serving |
Bonuses and other incentives |
Profit sharing | Non-monetary benefits |
Other compensation | Total | of equity compensation Fair value |
Indemnities for termination of office or employment |
| Board of Statutory Auditors | ||||||||||||
| Fiori Giovanni | Chairman (17) | 01.01-12.31 | 2023 | 70 (a) | 70 | |||||||
| De Martino Giulia | Statutory Auditor (18) | 01.01-12.31 | 2023 | |||||||||
| (I) Compensation from company preparing financial statements | 50 (a) | 50 | ||||||||||
| (II) Compensation from subsidiaries and associates | 13 (b) | 13 | ||||||||||
| (III) Total | 63 | 63 | ||||||||||
| Rosini Norberto | Statutory Auditor (19) | 01.01-12.31 | 2023 | |||||||||
| I) Compensation from company preparing financial statements | 50 (a) | 50 | ||||||||||
| (II) Compensation from subsidiaries and associates | 10 (b) | 10 | ||||||||||
| (III) Total | 60 | 60 | ||||||||||
| Senior Managers | ||||||||||||
| with Strategic Responsibilities (**) | ||||||||||||
| Cavacini Stefano | Chief Financial Officer (20) | 01.01-05.31 | 238 (a) | (b) | 8 (c) | 60 (d) | 306 | 2,612 (e) | ||||
| Coratella Maurizio | Chief Operating Officer of Onshore E&C Division |
|||||||||||
| and XSIGHT Division (21) | 01.01-12.31 | 500 (a) | 125 (b) | 13 (c) | 244 (d) | 882 | 51 | 2,346 (e) | ||||
| Gallinari Dario | Director of Human Resources, | |||||||||||
| Organisation and Services (22) | 01.01-07.31 | 275 (a) | (b) | 8 (c) | 71 (d) | 354 | 38 | 2,554 (e) | ||||
| Porcari Stefano | Chief Operating Officer | |||||||||||
| of Offshore E&C Division (23) | 01.01-12.31 | 468 (a) | (b) | 11 (c) | 40 (d) | 518 | 84 | 1,864 (e) | ||||
| Ruvolo Davide Ivanoe | Director Strategies (24) | 01.01-03.14 | 52 (a) | (b) | 6 (c) | 92 (d) | 150 | 6 | 1,061 (e) | |||
| Other SMSR | (25) | 2,622 (a) | 213 (b) | 94 (c) | 85 (d) | 3,014 | 623 | 1,070 (e) | ||||
| 6,215 | 323 | 338 | 156 | 592 | 7,623 | 1,339 13,307 |
(*) The mandate of the directors appointed at the Shareholders' Meeting held on May 3, 2018 expires at the Shareholders' Meeting called to approve the financial statements as of December 31, 2020. The mandate of the directors appointed at the Shareholders' Meeting held on April 30, 2021 expires at the Shareholders' Meeting called to approve the financial statements as of December 31, 2023.
(**) The definition of "Senior Managers with Strategic Responsibilities" identified in Article 65, para. 1-quater, of the Issuers' Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) board directors of the Company. Saipem's Senior Managers with Strategic Responsibilities other than directors and statutory auditors are those persons who perform management functions and executives who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time (sixteen Senior Managers).
(17) Fiori Giovanni - Chairman of the Board of Statutory Auditors
(a) Board fee determined at the AGM (€70 thousand).
(18) De Martino Giulia - Statutory Auditor
(a) Board fee determined at the AGM (€50 thousand).
(a) Board fee determined at the AGM (€50 thousand).
(b) Board fee (€10 thousand).
(20) Cavacini Stefano - Chief Financial Officer (a) The amount of €237.5 thousand represents Gross Annual Remuneration.
(b) The pro-rata monetary value of the Shares allocated in 2019 - Long-Term Incentive Plan 2019-2021 (€87.760 thousand) was disbursed in accordance with the Plans' Rules.
(c) The amount comprises the value of the supplementary pension contributions and health insurance paid by the company.
(d) The amount includes employment-related indemnities.
(e) The amount relates to employee termination indemnities.
(a) The amount of €500 thousand represents Gross Annual Remuneration, to which the allowance for domestic and foreign travel of €2.244 thousand should be added.
(b) The pro-rata monetary value of the Shares allocated in 2019 - Long-Term Incentive Plan 2019-2021 (€102.462 thousand) and the pro-rata monetary value of the Shares allocated in 2020 - Long-Term Incentive
Plan 2019-2021 (€73.161 thousand) were disbursed in accordance with the Plans' Rules and extraordinary one-off payments.
(c) The amount includes the value of the car benefit and supplementary pension contributions and health insurance paid by the company.
(d) The amount includes the minimum-term agreements and other employment-related indemnities. (e) The amount relates to employee termination indemnities and non-competition agreements.
(a) The amount of €275 thousand represents Gross Annual Remuneration. (b) The pro-rata monetary value of the Shares allocated in 2019 - Long-Term Incentive Plan 2019-2021 (€73.401 thousand) was disbursed in accordance with the Plans' Rules.
(e) The amount relates to employee termination indemnities and non-competition agreements.
(23) Porcari Stefano - Chief Operating Officer of Offshore E&C Division
(a) The amount of €468 thousand represents Gross Annual Remuneration, to which the allowance for domestic and foreign travel of €1.190 thousand should be added. (b) The pro-rata monetary value of the Shares allocated in 2019 - Long-Term Incentive Plan 2019-2021 (€94.211 thousand) and the pro-rata monetary value of the Shares allocated in 2020 (€67.219 thousand)
were disbursed in accordance with the Plans' Rules.
(c) The amount comprises the value of the supplementary pension contributions and health insurance paid by the company.
(d) The amount includes employment-related indemnities. (e) The amount relates to employee termination indemnities and non-competition agreements.
(a) The amount of €51.9 thousand represents Gross Annual Remuneration.
(b) The pro-rata monetary value of the Shares allocated in 2019 - Long-Term Incentive Plan 2019-2021 (€37.933 thousand) was disbursed in accordance with the Plans' Rules.
(c) The amount includes the value of the car benefit and supplementary pension contributions and health insurance paid by the company.
(d) The amount includes employment-related indemnities. (e) The amount relates to employee termination indemnities.
(a) The amount of €2,622 thousand represents Gross Annual Remuneration, to which the allowances for domestic and foreign travel of €9.100 thousand should be added.
(b) The pro-rata monetary value of the Shares allocated in 2019 - Long-Term Incentive Plan 2019-2021 (€140.523 thousand) and the pro-rata monetary value of the Shares allocated in 2020 (€51.047 thousand) were disbursed in accordance with the Plans' Rules.
(c) The amount includes the value of the car benefit and supplementary pension contributions and health insurance paid by the company.
(d) The amount includes the minimum-term agreements and other employment-related indemnities. (e) The amount relates to employee termination indemnities and non-competition agreements.
The following table shows, by name, the short-term and long-term variable incentives based on financial instruments other than stock options, for the Chief Executive Officer-CEO for the 2018-2021 mandate and for the Chief Executive Officer-General Manager for the 2021-2024 mandate, and for the Senior Managers with Strategic Responsibilities. In particular:
2021 allocation, in implementation of the Share-based Long-Term Incentive Plan for 2019-2021;
2020 allocation, in implementation of the Share-based Long-Term Incentive Plan for 2019-2021;
The total of the column "Fair value for the year" corresponds with the amount indicated in Table No. 1.
| (€ thousand) | Financial instruments assigned in previous years not vested during the year |
Financial instruments assigned during the year | Financial instruments vested during the year and not allocated |
Financial instruments vested during the year and available for allocation |
Financial instruments pertaining to the year |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname Office |
Plan | Number and type instruments of financial |
Vesting period | Number and type instruments of financial |
at assignment date Fair value |
Vesting period | Assignment date | on assignment Market price |
Number and type degli strumenti finanziari |
Number and type instruments of financial |
in vesting date Value |
Fair value |
| Caio CEO-General Francesco Manager |
Long-Term Incentive Plan 2021 BoD October 27, 2021 |
491,700 | 566 | 3 years (2) Oct. 27, 21 | 2.181 | 29 | ||||||
| Cao Chief Executive Stefano Officer-CEO |
Long-Term Incentive Plan 2020 BoD October 27, 2020 Long-Term |
505,700 | 3 years (2) | 96 | ||||||||
| Incentive Plan 2019 BoD October 23, 2019 Long-Term Incentive Plan 2018 BoD March 5, 2018 BoD July 24, 2018 Long-Term |
103,182 | 3 years (2) 3 years (5) |
243,900 (3) | 235 (4) 177 |
||||||||
| Incentive Plan 2017 BoD July 24, 2017 |
99,375 | 3 years (5) | ||||||||||
| Senior Managers with Strategic Responsibilities (1) |
||||||||||||
| Coratella Chief Operating Maurizio Officer of Onshore E&C Division and XSIGHT Division |
Long-Term Incentive Plan 2018 BoD July 24, 2018 |
3 years (6) | 17,241 | 34 (7) | 51 | |||||||
| Gallinari Director of Human Dario Resources, Organisation and Services |
Long-Term Incentive Plan 2018 BoD July 24, 2018 |
3 years (6) | 18,090 | 35 (7) | 26 | |||||||
| Long-Term Incentive Plan 2017 BoD July 24, 2017 |
3 years (6) | 28,000 | 62 (8) | 12 | ||||||||
| Porcari Chief Operating Stefano Officer of Offshore E&C Division |
Long-Term Incentive Plan 2018 BoD July 24, 2018 |
3 years (6) | 18,457 | 36 (7) | 54 | |||||||
| Long-Term Incentive Plan 2017 BoD July 24, 2017 |
3 years (6) | 27,300 | 61 (8) | 30 | ||||||||
| Ruvolo Director Davide Ivanoe Strategies |
Long-Term Incentive Plan 2018 BoD July 24, 2018 |
3 years (6) | 7,463 | 15 (7) | 4 | |||||||
| Long-Term Incentive Plan 2017 BoD July 24, 2017 |
3 years (6) | 12,125 | 27 (8) | 2 | ||||||||
| Other Senior Managers with Strategic Responsibilities |
Short-Term Incentive Plan 2021 BoD April 27, 2021 |
83,100 | 3 years (9) | 41 | ||||||||
| Long-Term Incentive Plan 2021 BoD October 27, 2021 |
943,600 | 1,087 | 3 years (6) Oct. 27, 21 | 2.181 | 55 | |||||||
| Long-Term Incentive Plan 2020 BoD October 27, 2020 |
739,800 | 3 years (6) | 84 | |||||||||
| Long-Term Incentive Plan 2019 BoD October 23, 2019 |
3 years (6) | 187,700 (3) | 181 (4) | |||||||||
| Long-Term Incentive Plan 2018 BoD July 24, 2018 Long-Term |
46,390 | 3 years (6) | 27,634 | 54 (7) | 173 | |||||||
| Incentive Plan 2017 BoD July 24, 2017 |
68,375 | 3 years (6) | 37,400 | 83 (8) | 89 | |||||||
| Total | 1,645,922 | 1,435,300 | 1,653 | 431,600 | 193,710 | 407 | 1,339 | |||||
| (1) The definition of "Senior Managers with Strategic Responsibilities" identified in Article 65, para. 1-quater, of the Issuers' Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) board directors of the Company. Saipem Senior Managers with Strategic Responsibilities other than directors and statutory auditors are those persons who perform management functions and senior managers who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time (10 senior managers for the long-term plan implemented in 2017, 11 senior managers for the long-term plan implemented in 2018, 5 senior managers for the long-term plan implemented in 2019, 9 senior managers for the long-term plan implemented in 2020, 9 senior managers for the long-term plan implemented in 2021, 5 senior managers for the short-term plan implemented in 2021). (2) At the end of the vesting period the plan requires the Chief Executive Officer to lock-up 25% of the accrued shares for a further two years (co-investment period), at the end of which he will receive an additional share without charge for every share invested. (3) The number of financial instruments, indicated on an accrual basis. In light of the current situation that the Company is operating in and the need to pursue the sustainability of the incentive plans with respect to the Company's economic, equity and financial situation, the Board of Directors resolved to cancel the assignment of shares relating to the 2019 allocation of the Long-Term Incentive Plan 2019-2021. (4) The fair value relating to the year in the table corresponds to the fair value recorded in the financial statements as of December 31, 2021. (5) At the end of the vesting period the plan requires 25% of the accrued shares to be locked-up for two years. (6) At the end of the vesting period the plan requires the strategic personnel to lock-up 25% of the accrued shares for a further two years (Retention Premium), at the end of which the beneficiaries will receive an |
||||||||||||
| additional share without charge for every share invested. (7) The value was determined by multiplying the closing price for shares in Saipem SpA recorded on the MTA managed by Borsa Italiana, being €1.9485 on July 23, 2021 (end of the vesting period), by the number of financial instruments assigned. (8) The value was determined by multiplying the closing price for shares in Saipem SpA recorded on the MTA managed by Borsa Italiana, being €2.217 on July 23, 2020 (end of the vesting period), by the number of financial instruments assigned. (9) At the end of the vesting period, the plan envisages assignment of the shares to the beneficiaries still employed by the Company. |
The following table shows, by name, the short-term variable monetary incentives envisaged for the Chief Executive Officer-General Manager and the Senior Managers with Strategic Responsibilities for which, pursuant to Article 84-bis of Consob Regulation No. 1197/1999, an indication must be provided by name, and in aggregate for the other Senior Managers with
Strategic Responsibilities (including all persons who held the above positions during the year, even if only for part of the time).
In particular:
≥ the "Other bonuses" column shows the incentives paid on an extraordinary one-off basis following the achievement of particularly important results or projects during the year.
The total of the "Bonus for the year - to be paid/paid", "Bonus for prior years - payable/paid" and "Other bonuses" columns agrees with the amount shown in the "Bonuses and other incentives" column of Table No. 1.
| (€ thousand) | Bonus for the year | Bonuses for prior years | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Office | Plan | To be paid/Paid | Deferred | Deferral period | No longer payable | Payable/Paid | Still deferred | Other bonuses |
| Senior Managers with Strategic Responsibilities |
|||||||||
| Coratella Maurizio |
Chief Operating Officer of Onshore E&C Division and XSIGHT Division |
125 (a) | |||||||
| Other Senior Managers with Strategic Responsibilities (1) |
213 (a) | ||||||||
| Total | 338 | ||||||||
| (1) The definition of "Senior Managers with Strategic Responsibilities" identified in Article 65, para. 1-quater, of the Issuers' Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) board directors of the Company. Saipem's Senior Managers with Strategic Responsibilities other than directors and statutory auditors are those persons who perform management functions and senior managers who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time (two Senior Managers). (a) The amount refers to an extraordinary one-off payment. |
Pursuant to Article 84-quater, para. 4, of the Consob Issuers' Regulation, the following table shows shares held in Saipem SpA by the Directors, Statutory Auditors and Senior Managers with Strategic Responsibilities, as well as by their spouses, where not legally separated, and by their minor children, either
directly or through subsidiaries, trust companies or third parties, as determined from the Shareholders' Register, communications received and other information obtained from the persons concerned. The table includes all persons that held office for all or just a part of the year.
The number of shares (all "ordinary") is indicated by name for Directors and Statutory Auditors and by name and on an aggregated basis for the Senior Managers with Strategic Responsibilities. All shares are held as personal property.
| Name and surname | Office | Investee company | Number of shares of previous year held at end |
Number of shares purchased |
Number of shares sold | Number of shares of current year held at end |
|---|---|---|---|---|---|---|
| Board of Directors | ||||||
| Cao Stefano | Chief Executive Officer-CEO | Saipem SpA | 537,125 | 102,803 | 639,978 (1) | |
| Senior Managers with Strategic Responsibilities (2) |
||||||
| Coratella Maurizio | Chief Operating Officer of Onshore E&C Division and XSIGHT Division |
Saipem SpA | 68,962 | 22,605 | 46,357 (3) | |
| Gallinari Dario | Director of Human Resources, Organisation and Services |
Saipem SpA | 84,000 | 33,572 | 50,428 (4) | |
| Porcari Stefano | Chief Operating Officer of Offshore E&C Division |
Saipem SpA | 101,126 | 55,369 | 45,757 (5) | |
| Other Senior Managers with Strategic Responsibilities (3) |
Saipem SpA | 213,180 | 164,450 | 73,720 | 303,910 (6) | |
| (3) In office until December 31, 2021. (4) In office until July 31, 2021. (5) In office until December 31, 2021. |
(1) Number of shares held on April 30, 2021, on termination of the mandate. (2) The definition of "Senior Managers with Strategic Responsibilities" identified in Article 65, para. 1-quater, of the Issuers' Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) board directors of the Company. Saipem's Senior Managers with Strategic Responsibilities other than directors and statutory auditors are those persons who perform management functions and senior managers who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time (fifteen Senior Managers). (6) Number of shares held by all managers who were SMSR during 2021. |
With reference to the 2019-2021 Share-based Long-Term Variable Incentive Plan approved at the Shareholders' Meeting held on April 30, 2019, in conformity with the conditions and objectives described in the Information Document available on the website www.saipem.com, the following table provides details of the 2021 allocation of the Long-Term Variable Incentive Plan 2019-2021, pursuant to Article 84-bis (Annex 3A, form No. 7) of the Consob Issuers' Regulation.
| Box 1 - Financial instruments other than stock options Section 2 - Newly-allocated instruments based on decisions made by the relevant corporate body to implement a resolution of the Shareholders' Meeting |
||||||||
|---|---|---|---|---|---|---|---|---|
| Name and surname or category |
for named persons) (only indicate Office |
Date of shareholders' resolution |
Type of financial instruments |
Number of financial instruments |
Assignment date | Purchase price of instruments |
on assignment Market price |
Vesting period |
| Caio Francesco | CEO-General Manager April 30, 2019 | stock grant | 491,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Abdallah Ali | Director | Sajer Iraq Llc April 30, 2019 | stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | ||
| Abrand Stephanie | Director | Sofresid SA April 30, 2019 | stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | ||
| Albini Paolo | Chairman North Caspian Service Co April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Almandoz Gabriel | Director Saipem Finance International BV (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Bellamoli Valerio | Director Saipem Finance International BV (1) April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Bellotti Massimiliano | Chairman Saipem America Inc (1) April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Benzi Sergio Italo | Director Snamprogetti Saudi Arabia Co Ltd (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Bergonzi Romano | Chairman | Petrex SA (1) April 30, 2019 | stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | ||
| Bonalumi Giampaolo | Chairman ERS Equipment Rental & Services BV (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Borlandelli Paolo | Director North Caspian Service Co April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Broutin Benoit | Director Sofresid Engineering SA April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Canchon Cyrille | Chief Operating Officer Saipem Singapore Pte Ltd April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Cascella Marcello | Chairman Saipem do Brasil Serviçõs de Petroleo Ltda (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Casselli Angela | Director Snamprogetti Engeneering BV April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Cattedri Luca | Director European Maritime Construction sas April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Cella Maurizio | Chief Operating Officer Servizi Energia Italia SpA April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Cipelli Alberto | Chairman Servizi Energia Italia SpA April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Copelli Cristiano | Chief Operating Officer Saipem Services México SA de Cv April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Di Pietro Gianni | Director Saipem India Projects Private Ltd April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Di Silvestro Roberto Antonio | Chief Operating Officer Saipem do Brasil Serviçõs de Petroleo Ltda (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Dubois Jean Luc | Chairman Saudi Arabian Saipem Ltd (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| (1) The position is the prevailing one among the multiple covered in different Borad of Directors. |
Box 1 - Financial instruments other than stock options
Section 2 - Newly-allocated instruments based on decisions made by the relevant corporate body to implement a resolution of the Shareholders' Meeting
| Name and surname or category |
for named persons) (only indicate Office |
Date of shareholders' resolution |
Type of financial instruments |
Number of financial instruments |
Assignment date | Purchase price of instruments |
on assignment Market price |
Vesting period |
|---|---|---|---|---|---|---|---|---|
| El Karzon Fouad | Director North Caspian Service Co April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Furini Luciano | Chief Operating Officer | Petrex SA April 30, 2019 | stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | ||
| Gea Adriana Veronica | Director | Saipem SA April 30, 2019 | stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | ||
| Gentili Luca | Chief Operating Officer Saipem Offshore Construction SpA (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Guerra Massimiliano | Director Saipem Ingenieria Y Construcciones SLU (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Hugnot Jerome | Chief Operating Officer Sofresid Engineering SA April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Husem Ida | Chief Operating Officer Moss Maritime AS (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Lan Shun Frederic | Director Saipem (Beijing) Technical Services Co Ltd April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Legori Roberto | Chief Operating Officer Saipem Romania Srl April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Leni Alberto | Chief Operating Officer PT Saipem Indonesia (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Linassi Lucio | Chief Operating Officer Saipem Canada Inc (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Marcoaldi Stefano | Chief Operating Officer Saudi Arabian Saipem Ltd (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Marechal Bertrand | Chief Operating Officer | Saipem SA (1) April 30, 2019 | stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | ||
| Martelli Giorgio | Chief Operating Officer Saipem America Inc (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Martinez Pietro | Chairman Sajer Iraq Llc (1) April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Maselli Campagna Vincenzo | Chairman Snamprogetti Netherlands BV April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Mazzanti Federico | Chairman Moss Maritime AS April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Micari Fabio | Chief Operating Officer Saipem Drilling Norway AS (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Monopoli Marco | Chairman Saipem Misr for Petroleum Services (S.A.E.) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Morabito Natale Alessandro |
Director PT Saipem Indonesia (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Moscarda Giuseppe | Chief Operating Officer Snamprogetti Engineering BV (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Napolitano Agostino | Chief Operating Officer Saimexicana SA (1) April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Oliviero Giuseppe | Chairman Saipem (Portugal) Comércio Marítimo, Sociedade Unipessoal Lda (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Orlando Domenico | Director | Denuke Scarl April 30, 2019 | stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | ||
| Pallavicini Fabio Massimo | Chairman Saipem Luxembourg SA (1) April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Pandolfi Franco | Chairman Saudi International Energy Services Ltd Co April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Parisi Paolo | Director Saipem America Inc (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Passero Stefano | Director ER SAI Caspian Contractor Llc April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| (1) The position is the prevailing one among the multiple covered in different Borad of Directors. |
Box 1 - Financial instruments other than stock options
Section 2 - Newly-allocated instruments based on decisions made by the relevant corporate body to implement a resolution of the Shareholders' Meeting
| Name and surname or category |
for named persons) (only indicate Office |
Date of shareholders' resolution |
Type of financial instruments |
Number of financial instruments |
Assignment date | Purchase price of instruments |
on assignment Market price |
Vesting period |
|---|---|---|---|---|---|---|---|---|
| Peviani Walter | Chief Operating Officer Saipem Contracting Nigeria Ltd (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Piasere Mauro | Chief Operating Officer | Saipem Ltd April 30, 2019 | stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | ||
| Poggi Michele | Chief Operating Officer Saipem East Africa Ltd (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Pommies Pierre | Chairman Saipem Contracting Algerie SpA (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Proietti Giancarlo | Chief Operating Officer Snamprogetti Saudi Arabia Ltd April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Puglia Gianmaria | Chief Operating Officer Global Petroprojects Services AG April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Rondini Fabio | Chairman Saipem Drilling Norway AS (1) April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Salandin Emilio | Chief Operating Officer Saipem Misr for Petroleum Services (S.A.E.) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Santoro Luisa | Director | Saipem SA (1) April 30, 2019 | stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | ||
| Satta Marco | Chairman International Energy Services SpA April 30, 2019 |
stock grant | 63,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Scaltriti Marianna | Director Saipem Offshore Construction SpA April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Schiff Martin | Director | Saipem SA April 30, 2019 | stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | ||
| Secchi Gianalberto | Chief Operating Officer Saipem Asia Sdn Bhd (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Serravalle Fabrizio | Chief Operating Officer Snamprogetti Engineering & Contracting Co Ltd April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Siracusa Ennio | Chief Operating Officer Saipem Finance International BV (1) April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Stani Giuseppe | Chairman Saipem India Projects Private Ltd April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Swinnerton Nigel | Chairman Saipem International BV April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Tattini Alessandro | Chairman Saipem Singapore Pte Ltd April 30, 2019 |
stock grant | 61,500 | Oct. 27, 2021 | 2.181 3 years | |||
| Testaguzza Vito | Chairman Saipem Ingenieria Y Construcciones SLU April 30, 2019 |
stock grant | 34,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Toninelli Marco | Chief Operating Officer International Energy Services SpA April 30, 2019 |
stock grant | 135,200 | Oct. 27, 2021 | 2.181 3 years | |||
| Tramier Carine | Chairman Sofresid Engineering SA (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Uberti Roberto | Chairman Saipem East Africa Ltd (1) April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| Vailati Elisabetta | Director Servizi Energia Italia SpA (1) April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Valentin Bertrand | Director Sigurd Rück AG April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Van Stijn Edgar | Director Saipem East Africa Ltd April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Zangrandi Gianmaria | Director Saipem Contracting Nigeria Ltd April 30, 2019 |
stock grant | 10,700 | Oct. 27, 2021 | 2.181 3 years | |||
| Zucchi Daniele Luca | Chairman Global Petroprojects Services AG April 30, 2019 |
stock grant | 20,100 | Oct. 27, 2021 | 2.181 3 years | |||
| (1) The position is the prevailing one among the multiple covered in different Borad of Directors. |
| Box 1 - Financial instruments other than stock options Section 2 - Newly-allocated instruments based on decisions made by the relevant corporate body to implement a resolution of the Shareholders' Meeting |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname or category |
for named persons) (only indicate Office |
Date of shareholders' resolution |
Type of financial instruments |
Number of financial instruments |
Assignment date | Purchase price of instruments |
on assignment Market price |
Vesting period | |||
| 2021 Long-Term Incentive Plan | |||||||||||
| - Senior Managers with Strategic Responsibilities (2) |
April 30, 2019 | stock grant | 744,900 | Oct. 27, 2021 | 2.181 3 years | ||||||
| 2021 Long-Term Incentive Plan Other Senior Managers |
April 30, 2019 | stock grant | 4,803,000 | Oct. 27, 2021 | 2.181 3 years | ||||||
| (2) The definition of "Senior Managers with Strategic Responsibilities" identified in Article 65, para. 1-quater, of the Issuers' Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) board directors of the Company. Saipem's Senior Managers with Strategic Responsibilities other than directors and statutory auditors are those persons who perform management functions and senior managers who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time (7 senior managers for the long-term plan implemented in 2021). |
Società per Azioni Share Capital €2,191,384,693 fully paid up Tax identification number and Milan, Monza-Brianza, Lodi Companies' Register No. 00825790157
Headquarters: San Donato Milanese (Milan) - Italy Via Martiri di Cefalonia, 67
Information for Shareholders Saipem SpA, Via Martiri di Cefalonia, 67 20097 San Donato Milanese (Milan) - Italy
Relations with institutional investors and financial analysts Fax +39-0244254295 E-mail: [email protected]
Publications Relazione finanziaria annuale (in Italian) drawn up in accordance with Italian Legislative Decree No. 127 of April 9, 1991
Annual Report (in English)
Relazione finanziaria semestrale consolidata al 30 giugno (in Italian)
Interim Financial Report as of June 30 (in English)
Sustainability Report 2021 (in Italian and English)
Also available on Saipem's website: www.saipem.com
Website: www.saipem.com Operator: +39-024421
Layout and supervision: Studio Joly Srl - Rome - Italy Printing:
saipem spa Via Martiri di Cefalonia, 67 20097 San Donato Milanese (MI)
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