Remuneration Information • Mar 14, 2022
Remuneration Information
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Telecom Italia S.p.A. Registered Office in Milan at Via Gaetano Negri 1 General Administration and Secondary Office in Rome at Corso d'Italia 41 PEC (Certified electronic mail) box: [email protected] Share capital 11,677,002,855.10 euros fully paid-up Tax Code/VAT Registration Number and Milan Monza-Brianza Lodi Business Register Number 00488410010
pursuant to art. 123-ter CLF (Report approved by the Board of Directors at its meeting of 02 March 2022, available on the website: www.gruppotim.it).
Paola Bonomo Chair of the Nomination and Remuneration Committee
Dear Shareholders,
as Chair of the Nomination and Remuneration Committee of TIM, I am pleased to present to you the Report on remuneration policy for the year 2022 and on the remuneration paid in 2021 with reference to Directors, Statutory Auditors and Executives with Strategic Responsibilities.
The year 2021 was marked by the renewal of the Company's Board of Directors. The Nomination and Remuneration Committee set up within the new Board favourably noted the high level of satisfaction expressed by shareholders in 2021, which was also the result of continuous dialogue with the stakeholder community. Confirming its past commitment, the new Committee has worked to provide TIM with remuneration tools and structures that are consistent with market benchmarks, suitable for making the Company competitive on the labour market and functional to the pursuit of corporate objectives, in line with investors' expectations for the future. Ordinary activities were supplemented by the extraordinary management of the exit of the former Chief Executive Officer, Luigi Gubitosi; the appointment of Pietro Labriola as General Manager with delegated powers (26 November 2021); and the succession process, which led on 21 January 2022 to the appointment of Pietro Labriola as the Company's new Chief Executive Officer.
The Remuneration Policy proposed for 2022 intends to combine several objectives: ensuring management's commitment in an objectively challenging situation with possible discontinuity; supporting both the achievement of performance objectives and the implementation of the medium-term guidelines contained in the Strategic Plan, including in cases that can contemplate a reconfiguration of the business scopes; maintaining the incentive mechanisms focused on the creation of shareholder value in the various possible scenarios.
The structure defined for the short-term incentive system aims to combine, with an articulated framework of objectives, the correct focus on Group performance with attention to the business areas covered by the main subsidiaries and line functions; the Company's commitment to sustainability issues is also confirmed.
With regard to the long-term incentive system, it is proposed to the Shareholders' Meeting, taking into account any scenario changes, to go beyond the 2020-22 Long-Term Incentive Plan and to replace the third cycle of this plan - which under ordinary conditions would simply have been implemented - with an instrument with a single 2022-24 cycle that allows management to participate in the creation of shareholder value.
In thanking my colleagues on the Committee, I submit this Report for your consideration, confirming my willingness to strengthen the dialogue on issues relating to the remuneration policy and its implementation, in order to ensure sustainable value creation for all stakeholders over time. Thank you in advance for your endorsement and support of the 2022 Remuneration Policy.
Paola Bonomo Chair of the Nomination and Remuneration Committee
This Report, approved by the Board of Directors at the proposal of the Committee, sets out:
The Policy described in the first section refers to an annual period and has been prepared in line with the remuneration recommendations of the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana.
The two sections are introduced by an Executive Summary which briefly outlines the pillars of the 2022 Remuneration Policy, the alignment of the Remuneration Policy with the corporate strategy and, finally, the trend of the shareholders' meeting voting results on Section I of the Remuneration Report.
This Report is made available to the public so that the Shareholders' Meeting, called to approve the financial statements for FY 2021, may express its opinion on the first and second section, in accordance with the provisions of current legislation.
A summary of the 2022 Remuneration Policy is set out below.
TIM's Remuneration Policy supports the achievement of the objectives set out in the Strategic Plan by ensuring the necessary levels of company competitiveness on the labour market, promoting the alignment of management interests with the objective of creating value for shareholders in the long term.
The remuneration structure provides for the balancing of the monetary component of remuneration (fixed and variable remuneration) and the enhancement of the non-monetary component (benefits and welfare), with a view to pursuing sustainable results in the long term.
The TIM remuneration policy is essentially divided into the following components:
the key elements of which are summarised below.
| Remuneration | Aims and features | Description | Economic Value |
|---|---|---|---|
| Element Fixed Remuneration |
Appreciate the breadth and strategic nature of the role held, attract and retain resources of high managerial ability, anchoring value to the reference market. |
For 2022, the intention is confirmed of progressively aligning individual positions(commensurate with the responsibilities assigned, the role covered and the managerial ability) with market references, determined on the basis of periodic benchmarks, carried out with Peer Groups differentiated according to the role covered: • for the CEO, with a TLC Industry Peer Group and a FTSE MIB Peer Group • for the Chairman, the Board of Directors, the Board Committees and the Board of Statutory Auditors, with a FTSE MIB Peer Group that, in addition to that used for the CEO, also includes some financial companies. For Executives with Strategic Responsibilities, reference is made to the Korn Ferry remuneration surveys. |
Chairman: €600,000 gross per year. CEO / General Manager: €1,400,000 gross per year. Key Managers with Strategic Responsibilities (KMSRs): commensurate with the role performed, with reference to the market median. |
| Short Term Variable Remuneration (MBO) |
To support the achievement of annual company results, through the articulation of challenging and cross-cutting objectives across the entire organisation, ensuring sustainability in the medium to long term. The target value of the bonuses is commensurate with the fixed component, according to proportions that vary according to the role covered. |
Performance GATE: TIM GROUP EBITDA, with a minimum level differentiated between CEO, Direct Reports to the CEO and the rest of the management concerned CEO/Director General objectives • TIM Group EBITDA • TIM Group Service Revenues • TIM Group Equity Free Cash Flow • TIM Group Net Financial Position • ESG Objectives (Customer Satisfaction Index, Young Employee engagement, Gender Pay Gap Middle Managers) KMSR Objectives: • In addition to the economic and financial objectives, there are specific objectives for each department, with different weighting according to the role held, as well as the ESG objective (Customer Satisfaction Index, Young Employee engagement, Gender Pay Gap Middle Managers) |
Chairman: not specified. CEO / General Manager: gross value at target equal to 100% of Fixed Remuneration. KMSRs: gross value at target equal to 50% of Fixed Remuneration and commensurate with the role held. Pay-out levels: • Minimum: 50% of target • Target: 100% of target • Maximum: 150% of target Compliance: reduction factor up to a maximum of -10% of |
the overall pay-out, linked to the failure to implement corrective actions/remediation plans defined with the Control Functions. This factor is not applied to the CEO.
| Remuneration Element |
Aims and features | Description | Economic Value |
|---|---|---|---|
| Long term variable remuneration |
The long-term variable component of the remuneration is aimed at achieving alignment between the management's interests and those of shareholders, through participation in the business risk. |
2022-2024 Stock Option Plan, with a three-year vesting and two-year exercise period (2025-2026). Strike price: average share price in the quarter December 2021-February 2022 Performance Conditions: • Cumulative (reported) EBITDA CAPEX economic and financial indicator, weighted 70% • ESG indicators, with a total weight of 30%: - % women in positions of responsibility (15%) - % consumption of renewable energies (15%) Vesting Period: 01/1/2022-31/12/2024 Exercise period: from approval of the 2024 budget up to the following two years |
Chairman: not provided for Chief Executive Officer: options assigned at target 24,000,000 KMSRs: options allocated at target up to a maximum of 6,250,000 |
| Severance and Non Competition |
It regulates the indemnity to be paid in the event of early termination of the directorship or termination of employment, in the absence of just cause for dismissal. |
The severance clause may be accompanied by a non-competition clause, depending on the importance and strategic nature of the role held, for a maximum period of one year calculated on the fixed remuneration. Contractual mechanism allowing for the recovery of variable |
Chairman: not provided for Executive Directors: not exceeding 24 months' remuneration. KMSRs: treatments envisaged by the law and the national collective employment agreement. |
| Clawback | 3 years of disbursements. | remuneration in the event of wilful or grossly negligent conduct or in the event of an error in the formulation of the figure which has led to a restatement of the financial statements. It can be activated within |
It applies to all managers beneficiaries of variable incentives. |
| Benefits and Welfare |
Services offered to all (welfare) or in relation to the role covered (benefits) that increase the well-being of the individual and his or her family in economic and social terms. |
Benefits are defined along the lines of last year's policy, while welfare services have been expanded to assist employees in facing up to the COVID-19 pandemic. |
Chairman: not provided for Chief Executive Officer/General Manager and KMSRs: beneficiaries, in the same way as the rest of management |
Directors (with the exception of the CEO) and Statutory Auditors receive only fixed remuneration for their office, in addition to the reimbursement of expenses incurred in the performance of their duties. The Company is also covered by an occupational risk policy extended to all its Directors & Officers (including Statutory Auditors).
The Strategic Plan is based on the awareness that the Group consists of a set of highly valuable assets operating in an improving economic context but in a highly competitive market with a framework of regulatory constraints that are more stringent in Europe.
In this scenario, TIM wants to speed up the development of infrastructure assets (fibre in fixed and 5G in mobile) and the growth of new businesses, taking advantage of the funds made available by the NRRP and elsewhere.
Strict control of investments will be adopted, consistent with the Value Positioning based on a portfolio of offerings segmented on the various customer targets combined with the most attractive "beyond connectivity" opportunities, capable of sustaining the TIM brand's "premium positioning".
Finally, strong growth in operating efficiency will be pursued, with reduced relative costs and a consequent focus on margins, but always within a framework of sustainability.
The new plan aims to create a new TIM with solid industrial and technological foundations, capable of speeding up the path towards sustainable cash flow generation, also by overcoming the current vertical integration model.
In this context, the remuneration policy supports the achievement of the guidelines defined in the Company's Strategic Plan, promoting, through the balancing and selection of performance parameters of the short- and long-term incentive systems, the alignment of management's interests with the objective of ensuring sustainable business success from a medium/long-term perspective.
The Committee assures that the objectives assigned to the CEO and management correctly record the medium/long-term priorities defined by the Board of Directors and contained in the Strategic Plan. In relation to the annual time-frame, the Committee has envisaged maintaining an articulated, balanced framework of complementary objectives, aiming on the one hand to guarantee business profitability and the implementation of the country's digitisation and, on the other, to optimise the strategic nature of customers and employees.
The Company's growing commitment to sustainability issues has been consistently applied in the remuneration policy of the last few years: the presence of targets linked to the impact of the company's activities on the environment, customer satisfaction and employee engagement in the incentive systems has been confirmed for 2022. The objective of reducing the gender pay gap is confirmed.
The guidelines to the remuneration policy also take into account employee working conditions, with particular regard the emergency characterising the current social-economic context.
Following the COVID 19 pandemic, TIM immediately took all the necessary steps to fully implement the emergency measures issued in several stages by the Government and the Regions to contain the contagion, and also undertook to strengthen internal safety measures in the workplace, supporting them with ongoing information and awareness campaigns aimed at all staff. In addition to the set of welfare initiatives previously envisaged, TIM has introduced health coverage in the event of hospitalisation for COVID, a voluntary flu vaccination campaign, various serological and swab test campaigns, and a psychological support desk. In addition, in accordance with legal requirements, governmental guidelines and health authorities, a specific document dedicated to COVID-19 was formalised pursuant to Legislative Decree 81/2008, containing all the
measures aimed at protecting employees in terms of preventing contagion. More specifically, with regard to the specific nature of the work of employees whose professional role was to carry out "on field" activities, prevention and protection protocols were defined and provision were made for the use of appropriate Individual Protection Devices.
In addition, TIM experimented with a new work organisation model, defined by agreements signed in August 2020, which combines digitisation of processes, rethinking of spaces and agile organisation of activities, strengthening the ability to work by objectives.
Below are the results of the votes on the Remuneration Report - Section I, in 2017 - 2021, calculated on the actions for which a vote was cast.
*Binding vote on section I of the Report
| Shares for which a vote was cast | ||||||||
|---|---|---|---|---|---|---|---|---|
| -- | ---------------------------------- | -- | -- | -- | -- | -- | -- | -- |
| 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|
| 58,37% | 65,16% | 67,01% | 65,09% | 58,84% |
In the 2020-2021 period, an important positive result was achieved, also as a result of the dialogue undertaken with the world of investors and the main proxy advisors, aimed at understanding the reasons for the feedback received over time and at designing the remuneration policy in line with investors' expectations for the future.
Given the positive feedback received at the shareholders' meeting on the 2021 policy, the relationship with investors and key proxy advisors will be continue to be further developed.
The Policy on the remuneration of the members of the Board of Directors, the members of the control body (Board of Statutory Auditors) as well as the General Manager and other Executives with Strategic Responsibilities, is defined in accordance with the provisions of the law and the Articles of Association.
The Remuneration Policy is approved by the Board, at the proposal of the Nomination and Remuneration Committee, and is submitted to the Shareholders' Meeting, which, as of 2020, is required to express its opinion on the matter with a binding vote, at the intervals required by its duration and in any case at least every three years, or in the event of changes.
To this end, the Remuneration Policy is illustrated in the first section of the "Report on Remuneration Policy and Remuneration Paid", which must be made available to the public for the 21 days preceding the date of the annual shareholders' meeting (Article 123-ter, paragraph 1, of Legislative Decree no. 58/98, Consolidated Law on Finance).
TIM values dialogue with its shareholders and institutional investors on remuneration issues, aware of the importance of involving shareholders both in defining and verifying the implementation of the Policy for the Remuneration of Directors and Executives with Strategic Responsibilities.
The analysis of shareholders' voting as described in the previous paragraph is of particular importance.
The dialogue with its shareholders and institutional investors takes place through various tools and communication channels, including meetings, conference calls and the final shareholders' meeting event supported by the provision of detailed and complete disclosures.
The remuneration policy involves the following bodies.
In order to ensure that the decisions taken regarding remuneration are appropriately investigated, the Board of Directors avails itself of the support of the Nomination and Remuneration Committee.
For the composition, specific activities and operating procedures of the Committee, please refer to the provisions of its Rules of Procedure, available at www.gruppotim.it the Group section,Governance Tools-Regulations channel.
Below is the cycle of activities that have characterised the Committee's work for the period 2021-2022:
The Board of Statutory Auditors expresses the opinions required by current legislation on the proposed remuneration of Executive Directors holding specific offices. In accordance with the Company's Corporate Governance Principles, it also expresses its opinion on the remuneration of the Heads of Control Departments, which is determined by the Board of Directors based on the opinion of the Control and Risk Committee.
In accordance with the provisions of Article 123-ter, subsection 3-bis of the CLF, in the presence of exceptional circumstances that may compromise the long-term interests of Company sustainability as a whole or to ensure its ability to stay on the market, TIM reserves the right to temporarily derogate from the Remuneration Policy last approved by shareholders as described below.
The elements of the Remuneration Policy subject to possible waiver are the short and long-term variable components.
It is possible to provide for:
The Nomination and Remuneration Committee, in cases where it deems it necessary to start the derogation procedure, shall launch an investigations in order to provide the Board of Directors with in-depth indications on the reasons for starting this process and on the consequent impacts.
Any deviations will be approved by the Board of Directors, on the proposal of the Committee, by means of a reasoned resolution and in accordance with TIM's Procedure on Related Party Transactions. In particular, the investigation must demonstrate that the waiver procedure is based on the principles of fairness and the Company's interest.
The TIM Group's remuneration policy is designed to support the achievement of the objectives set out in the Company's Strategic Plan, while ensuring the company's competitiveness on the labour market and its ability to attract, retain and motivate personnel.
The 2022 remuneration policy aims to:
Definition of the policy is supported by the analysis of market practices in terms of both remuneration levels and the composition of remuneration packages, taking as reference both companies in the Telco sector at an international level (peer Group Industry TLC) and Italian companies comparable in terms of size and/or stock market capitalisation (peer Group FTSE MIB). In June 2021, the Nomination and Remuneration Committee defined the following panels of companies for the role of CEO and Chairman for the purposes of market benchmarking:
| CEO PEER GROUP INDUSTRY TLC | ||||
|---|---|---|---|---|
| BT Group | Swisscom | |||
| Deutsche Telekom Telefonica | ||||
| Iliad | Telenor | |||
| Koninklijke KPN | Telia Company | |||
| Orange | Vodafone Group |
| CEO PEER GROUP FTSE MIB | ||||
|---|---|---|---|---|
| Atlantia | Nexi | |||
| CNH Industrial | Prysmian | |||
| Enel | Snam | |||
| Eni | STMicroelectronics | |||
| Leonardo | Terna |
following the delisting on 14 October 2021, Iliad will no longer be considered a peer for future years
| CHAIRMAN PEER GROUP FTSE MIB * | |
|---|---|
| Atlantia | Nexi |
| Banco BPM | Poste Italiane |
| CNH Industrial Enel Eni |
Prysmian Snam STMicroelectronics |
| Generali Intesa San Paolo Leonardo |
Terna Unipol Unicredit |
*for the Board of Directors, the Committees and the Board of Statutory Auditors, the same panel is used for the role of Chairman
With regard to the role of CEO, the FTSE MIB peer group consists of companies comparable with TIM in terms of size, managerial complexity and strategic management.
The Industry TLC peer group, on the other hand, includes European telco companies, comparable to TIM in terms of business type, level of internationalisation, size, managerial complexity and strategic management.
While the CEO's FTSE MIB peer group represents a benchmark for the value and structure of the remuneration package offered, the Industry TLC peer group qualitatively supplements the comparisons with regard to both the structure and characteristics of the short- and long-term remuneration systems and the evaluation of pay for performance.
With regard to the role of Chairman, the comparability of the governance systems adopted by the different companies was the main criterion used to define the peer group; the focus, therefore, was on the Italian market. The analysis carried out has also led to considering financial companies - whose Chairman's remuneration is not subject to sectoral constraints - which are comparable to TIM in terms of governance complexity.
For Executives with Strategic Responsibilities, reference is made to the Korn Ferry remuneration surveys.
The components of individual remuneration are:
The integration of the various components allows the company to appropriately balance the monetary and nonmonetary tools, with the aim of increasing the satisfaction of recipients at a sustainable cost.
The individual remuneration components are analysed below.
With respect to management, the breadth and strategic nature of the role is measured through internationally recognized and certified position evaluation systems. TIM verifies its remuneration positioning annually through market benchmarks that analyze the national and international context.
The need to ensure economically sustainable business management determines the selectivity of salary increases, which – in continuity with the previous year – will concern cases of high quality of the resource and misalignment with the reference market. The focus on gradually closing the gender pay gap is emphasised.
For 2022, the orientation to progressively align fixed remuneration with market practices, through differentiated modalities, is confirmed. In particular, for resources with high seniority, strong market exposure and relevance of the position held – which includes Key Managers with Strategic Responsibilities – the median of the reference market will be taken as a reference, with the possibility of reaching even higher values.
The 2022 short-term variable incentive system confirms the 2021 approach, with fine-tuning for the Chief Executive Officers of the main subsidiaries and managers reporting to the Group Chief Executive Officer.
The set of objectives for the Chief Executive Officer is substantially in line with 2021. For managers other than the Chief Executive Officer, the architecture was broken down further by macro-area of activity (Commercial, Operations and Staff), by organisational layer (levels and other managers) and by Group Company, providing in particular for the latter greater empowerment with respect to the objectives of the subsidiary for which they are responsible.
The set of objectives breakdowns as follow:
The set of macro-economic targets for 2022 is simplified - with an exception for the Chief Executive Officer, who is focused on continuity - with a focus on EBITDA and Equity Free Cash Flow. The contribution of each Function/Subsidiary to the pursuit of functional/corporate objectives is also enhanced by increasing the % weight of specific objectives.
Finally, for 2022, the ESG objective is confirmed with a total weight of 22%, highlighting the centrality of the two essential stakeholders for the Company, external customers (with Customer Satisfaction objectives) and employees (with Employee Engagement and Gender Pay Gap objectives). In summary, the ESG objective consists of:
The gate objective is confirmed, consisting of the EBITDA corporate indicator for the TIM Group, the achievement of which at the minimum level is an access condition to the bonus, which means that the bonus will not be paid if this condition is not met. The target weighting and minimum level are differentiated by population cluster.
The pay-out scale used to determine the accrual of the target-related bonus is uniform for all recipients:
Each target is measured individually, so different combinations of target achievement levels are possible. To evaluate these, the mechanism of linear interpolation between minimum, target and maximum target levels will be used.
The clawback clause, as of 2022, will also apply to all executives who are beneficiaries of the short-term management incentive (MBO) scheme.
For 2022, the pay-out reduction factor, which is linked to the failure to implement corrective actions/remediation plans defined with the Control Functions, is increased and may have an impact of up to -10% of the total incentive pay-out. Introduced on an experimental basis in 2019 with the aim of strengthening Management's culture and sensitivity to the Company's internal control and risk management issues, it applies to Executives with Strategic Responsibilities, with the exception of the Chief Executive Officer, and to all other managers who benefit from the incentive system.
Also in 2022, the possibility is envisaged for executives to opt between paying the accrued bonus on a payroll and paying the amount – all or part of it – to the Fontedir supplementary pension fund, thereby benefiting from more favourable tax and contribution treatment, at no additional cost to the Company.
The new Board of Directors' evaluation of the long-term component of the company's incentive scheme presented some elements of complexity. In the last phase of FY 2021 and the first months of FY 2022 there was a managerial transition, with the aforementioned appointment of Mr Labriola as the new Chief Executive Officer on 21 January, and the renewal of part of the first line of management that Mr Labriola himself had already initiated since his arrival as General Manager. In parallel with the process of developing the new Strategic Plan, the Board, with the preliminary work of the Nominations and Remuneration Committee, reflected on the need to find tools to ensure management's commitment in a particularly challenging situation and one of possible significant discontinuity.
The Board and the Nomination and Remuneration Committee therefore had to reason, without preclusion, on a remuneration policy that would provide strong incentives for the management involved in the project, but at the same time that would be neutral with respect to the specific methods of value creation. These characteristics were made necessary by the lack - at the present time - of elements capable of determining with a reasonable degree of certainty which valuation methods can maximise the value of the Company and of the Group to the benefit of all shareholders.
In this context, implementing on a "business as usual" basis the third cycle of the LTI 2020-22 plan approved by the 2020 Shareholders' Meeting, based on the assumptions known at the time about the market, the regulatory frameworks and the continuity of the corporate scopes, would not take advantage of the additional opportunities to motivate the existing top management and would not facilitate the attraction of high-level managerial figures through external recruitment.
It is therefore proposed to the Shareholders' Meeting, taking note of the changes in the scenario, to go beyond the 2020-22 Long Term Incentive Plan and to replace the third cycle of this plan with an instrument with a single 2022- 24 cycle that allows management to participate in the creation of shareholder value in a strongly incentive-based manner.
The main characteristics of the Plan are set out below:
The Plan is addressed to the Chief Executive Officer, Top Management and a selected number of executives with key roles in achieving the objectives of the Strategic Plan. The beneficiaries - a total around 140 executives, substantially in line with the 2020-2022 Long Term Incentive Plan - are distributed, in addition to the Chief Executive Officer, in three pay opportunity brackets in relation to the contribution and impact of the role they hold on the company's strategic objectives; for each bracket, the number of option rights attributed at target is determined.
EBITDA - CapEX objective: the target objective is calculated as the difference between cumulative values, for the period 2022-2024 of the REPORTED EBITDA of the TIM Group and the CapEx of the TIM Group, as defined below:
REPORTED EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation), namely Operating profit (loss) before depreciation and amortization, Capital gains/(losses) and Impairment reversals/(losses) on non-current assets.
It can also be calculated as the Total operating revenues and income net of Costs for the purchases of materials and services, Employee benefits expenses and Other operating costs, Change in inventories and Assets created internally.
This indicator is used by TIM as financial target in internal presentations (business plan) and in external presentations (to analysts and investors). It represents a useful unit of measurement for the evaluation of the operating performance of the Group.
The target REPORTED value will be sterilised according to the same criteria defined for the annual variable incentives (MBO).
CapEX (Capital Expenditures) represent the Group's investments in (tangible and intangible) operative fixed assets. Financial investments are therefore excluded. 14
The target reported value will be sterilised according to the same criteria defined for the annual variable incentives (MBO) in addition to any differences with respect to the value of the licences already included in the Budget and 22- 24 Plan.
% of women in positions of responsibility at the end of 2024, where positions of responsibility means formalised positions in the company organisation
renewables as % energy consumption in 2024, defined as MWh from self-produced and purchased renewable sources divided by total MWh consumed.
The following table summarises the Plan's targets:
| Objectives | Weight | Min vs Tgt | Target | Max vs Tgt | ||
|---|---|---|---|---|---|---|
| (EBITDA – CAPEX) 2022-2024 cumulated reported |
70% | 80% | Target | 120% | ||
| ESG KPIs: • % women in leadership position at the end of 2024 (15%) • Renewables as % energy consumption in 2024 (15%) |
30% | -2pp -5pp |
Target Target |
+1pp +3pp |
||
| • years) |
Exercise Period: two years (from the date of approval of the 2024 Financial Statements for the following two | |||||
| PAY-OUT CURVE | The achievement level of the indicators determines the vesting of option rights within a range of -10% to +10% of the target number allocated per bracket. |
|||||
| PAY OPPORTUNITY CEO: Bracket I: Bracket II: Bracket III: |
24,000,000 options at target 6,250,000 options at target 3,125,000 options at target 520,000 options at target |
- | - 26,400,000 options at maximum - 6,875,000 options at maximum - 3,437,500 options at maximum 572,000 options at maximum. |
|||
| In total, the number of options to be allocated at target is 234,330,000 and the number at maximum is 257,763,000. | ||||||
| CAP | Commensurate with the maximum economic benefit, calculated by applying to the number of option rights assigned at target a normal value of the share at the time the performance conditions are ascertained (2024 Financial Statements) assumed to be 1.5 euros. The cap is applied when the option rights are vested and affects the number of option rights that can be allocated. |
|||||
| INCLUSION WINDOWS unexpired vesting period. |
New beneficiaries of the Plan may be included in six four-monthly assignment windows, without prejudice to the reference strike price (0.4240 euros), with a reduction in the number of options at target in proportion to the |
|||||
| CAPITAL DILUTION The number of option rights attributable at target totals 234,330,000, for a capital dilution of 1.09% (ordinary and savings shares). Assuming that the performance parameters are achieved at maximum level, the number of rights increases to 257,763,000, with a capital dilution of 1.19%, in line with market practice. |
||||||
| CLAWBACK the option rights. |
The 2022-2024 Stock Option Plan includes a clawback clause for all beneficiaries to be applied until the exercise of | |||||
| SPECIAL CONDITIONS become immediately exercisable. |
The possibility of an accelerated vesting of the Plan is envisaged, in the event of a public offer and/or voluntary tender offer endorsed by at least 50% + 1 of the share capital: regardless of whether or not this results in the delisting of TIM S.p.A., the option rights would accrue for all beneficiaries at target level and would therefore |
• Exercise Period: two years (from the date of approval of the 2024 Financial Statements for the following two years)
The achievement level of the indicators determines the vesting of option rights within a range of -10% to +10% of the target number allocated per bracket.
| CEO: | 24,000,000 options at target | - 26,400,000 options at maximum |
|---|---|---|
| Bracket I: | 6,250,000 options at target | - 6,875,000 options at maximum |
| Bracket II: | 3,125,000 options at target | - 3,437,500 options at maximum |
| Bracket III: | 520,000 options at target | - 572,000 options at maximum. |
In total, the number of options to be allocated at target is 234,330,000 and the number at maximum is 257,763,000.
Commensurate with the maximum economic benefit, calculated by applying to the number of option rights assigned at target a normal value of the share at the time the performance conditions are ascertained (2024 Financial Statements) assumed to be 1.5 euros. The cap is applied when the option rights are vested and affects the number of option rights that can be allocated.
New beneficiaries of the Plan may be included in six four-monthly assignment windows, without prejudice to the reference strike price (0.4240 euros), with a reduction in the number of options at target in proportion to the unexpired vesting period.
The number of option rights attributable at target totals 234,330,000, for a capital dilution of 1.09% (ordinary and savings shares). Assuming that the performance parameters are achieved at maximum level, the number of rights increases to 257,763,000, with a capital dilution of 1.19%, in line with market practice.
The 2022-2024 Stock Option Plan includes a clawback clause for all beneficiaries to be applied until the exercise of the option rights.
The possibility of an accelerated vesting of the Plan is envisaged, in the event of a public offer and/or voluntary tender offer endorsed by at least 50% + 1 of the share capital: regardless of whether or not this results in the delisting of TIM S.p.A., the option rights would accrue for all beneficiaries at target level and would therefore In addition, in the event of extraordinary transactions on the Company's capital or other events - such as demergers or spin-offs - involving the creation of different corporate perimeters, the Company undertakes to ensure that the constituent documents of the new entities continuously transpose the Plan with respect to the beneficiaries.
In the event of premature death or the end of a continuous relationship due to (i) retirement, (ii) total and permanent invalidity, (iii) termination by mutual consent (excluding, however, cases of voluntary resignation), the option rights, in a number reduced in proportion to the portion of the incentive cycle that has already elapsed, shall remain subject to accrual (therefore without any acceleration in vesting period), as long as the interruptive event occurs after 1 January 2023.
For more details, see the information document on the initiative, which may be consulted on the link 2022-2024 Stock Option Plan Information Document.
In 2021, with the involvement of the Chief Financial Office, the Committee defined the qualifying criteria for the identification of non-recurring events to be taken into account in the standardisation of the targets set under the short- and long-term incentive schemes.
In the final accounting phase, the value objectives will be restated pro-forma due to the impacts linked to changes in the consolidation area, changes to accounting standards and rates of exchange in order to pursue the managerial significance of the comparison between the target and the final balance. In addition, the Non-Recurring items identified in the Group's Financial Statements will be assessed by the NRC according to the following qualifying criteria:
In the light of best practices regarding "Termination Provisions" for the office as Director of Executive Directors, it is company policy that the severance indemnity, in the event of early termination without just cause, is equal to the compensation that would have been paid at the end of the contract, with a maximum of 24 months of remuneration.
For the whole of the company management team, including Key Managers with Strategic Responsibilities, severance payment packages established by law and the National Collective Employment Agreement are provided for, with a maximum of 24 additional monthly payments.
It will also be the responsibility of the Chief Executive Officer to identify the resources that - due to the relevance and strategic nature of the role covered - may be subject to a non-competition agreement, for a maximum period of one year calculated on the fixed remuneration.
Since 2016, a contractual clawback mechanism has been in place which allows the recovery of variable remuneration. The clawback clause may be activated in the three years after the disbursement of payments in cases where said disbursement occurs following wilful misconduct or gross negligence on the part of the Executives concerned or in the case of an error in the formulation of the data, which resulted in the restatement of the Financial Statements.
The clawback clause applies to all recipients of the 2020-2022 LTI Plan; from 2022 onwards, it will also apply to all managers who are beneficiaries of the short-term management incentive (MBO) scheme and, if approved by the Shareholders' Meeting, to all beneficiaries of the 2022-2024 LTI Plan described above.
The benefits and welfare area is the non-monetary element of remuneration. In particular:
• the benefits are non-monetary assets and services made available to beneficiaries, depending on the role they hold, and aim to improve their well-being (check-ups, loans, mixed-use cars, mobile phones).
• welfare is the set of non-monetary goods and services made available to the entire company population regardless of the position held, aimed at increasing the individual and family well-being of employees (personal services, coverage of health expenses, supplementary pensions, insurance policies). These services have been further extended in correlation with the COVID-19 pandemic (stipulation of health insurance policy in the event of hospitalisation for COVID-19, a personal psychological support unit, campaigns for blood tests and swabs and a voluntary flu vaccination campaign).
********
Under the 2022 Remuneration Policy, particular attention will be paid to Millennials who perform tasks defined as critical (e.g. pre- and post-sale designer, platform/software technology developer, etc.).
These resources, in fact, represent a competitive advantage for TIM, which requires adequate attraction and retention tools to make TIM an attractive company, in order to ensure both the recruitment of the best professionals at a fair market cost and the reduction of the exit risk.
To this end, an attraction and retention programme has been designed which - in order to be as effective as possible - will engage the different elements of the employee experience in an integrated and synergic way.
With specific reference to the remuneration/incentive amount, a rolling cash incentive system has been designed, with a three-year vesting period.
The remuneration package for the Chairman consists of only the fixed component; below is a description of the remuneration package assigned to the Chairman, as determined by the Board of Directors on 28 April 2021, on the proposal and with the approval of the Nomination and Remuneration Committee.
The fixed remuneration for the functions of Chairman is set at the gross sum of 600,000 euros per annum. The Chairman does not receive any remuneration for the office of Director or his membership of the Sustainability Committee (pursuant to Art. 2389, subsection 1 of the Italian Civil Code).
The Chairman is not entitled to any form of variable remuneration, either short or long term.
There is no severance payment planned.
The Chairman is not a recipient of benefits but receives reimbursement of expenses incurred in the performance of his duties, in accordance with the Bylaws.
The pay mix for 2022 is shown below:
A description of the remuneration package of the Chief Executive Officer and General Manager in office on the date of approval of this report, whose structure was established by the Board of Directors on 21 January 2022 (on the proposal and approval of the Nomination and Remuneration Committee) with reference to the position of General Manager and office of Chief Executive Officer, is provided below.
The fixed remuneration for the Chief Executive Officer is set at a gross annual amount of 1,400,000 euros, divided between the remuneration for the executive position (1,300,000 euros) and the remuneration for the office of Chief Executive Officer (100,000 euros).
The Chief Executive Officer does not receive remuneration for the office of Board Director, nor as a member of Committees, if any (art. 2389 subsection 1 of the Italian Civil Code).
For each financial year, the Chief Executive Officer is assigned a short-term variable component (MBO), linked to the achievement of objectives set annually by the Board of Directors, corresponding to a target of 100% of his fixed remuneration (1,400,000 euros); each objective is measured individually, with a parametric scale as described in the paragraph "Short-term Incentive System".
On 2 March 2022, the Board of Directors drew up – at the proposal of the Nomination and Remuneration Committee, and in line with the general architecture – the following incentive objectives for the 2020 MBO:
| Objectives | Weight | Min vs Tgt | Target | Max vs Tgt |
|---|---|---|---|---|
| Tim Group Ebitda (Gate) | 30% | 95% | budget | 105% |
| Tim Group Equity Free Cash Flow | 23% | -12% | Budget | +12% |
| Tim Group Net Financial Position | 15% | +2,5% | Budget | -2,5% |
| Tim Group Services Revenues | 10% | -2% | Budget | +2% |
| ESG KPI's: • Customer Satisfaction Index (10%) • Young Employee Engagement (6%) • Gender Pay Gap Middle Managers Domestic Core (6%) |
22% | -1% -1pp -0,5pp |
Target Target Target |
+1,9% +1 pp +0,5pp |
The Chief Executive Officer is a beneficiary of the 2022-2024 Stock Option Plan previously described. The pay opportunity at target provides for the assignment of 24,000,000 option rights, which may increase to 26,400,000 depending on the level of achievement of the performance parameters. For more details, see the information document on the initiative, which can be consulted on the link 2022-2024 Stock Option Plan Information Document.
As per policy, in the event of termination of the Chief Executive Officer position without just cause, an indemnity equal to the remuneration due for the office will be paid until the natural expiry of the mandate, with a maximum of 24 months' salary (calculated as the sum of the fixed and MBO components).
With respect to the termination of the employment contract, the severance pay established by law and by the CCNL (National Labour Contract) is provided, with recognition of additional monthly payments up to a maximum of 24 (calculated on the fixed component).
In the three years following the payment of the bonus of the variable remuneration components, a clawback clause for the amounts paid may be activated, as per policy.
In relation to the managerial role, the Chief Executive Officer enjoys the benefits specified for the management of the Company (health insurance cover through the TIM Group Executive supplementary healthcare assistance; supplementary pension cover through membership of the TIM Group Executive complementary pension fund; insurance cover for work-related and non-work-related accidents, life and invalidity benefit due to illness; a company car for mixed use; check-up). The Company also holds a "professional risks policy" that covers all its Directors and Officers.
The pay mix for 2022 is shown below. The percentages indicated alternatively assume the disbursement of the minimum, target and maximum value for both the short-term incentive scheme – MBO – and the 2022-2024 LTI Plan, which shall be submitted to the Shareholders' Meeting of 7 April 2022 for approval. With regard to the 2022-2024 LTI plan, the option rights have been valued on an annual basis assuming the fair value of the share as at 2 March 20221 , the date on which TIM's Board of Directors approved the plan architecture, proposing its approval to the Shareholders' Meeting of 7 April.
1Fair value of 0.04 euros.
The following are the names of Key Managers with Strategic Responsibilities in the period 2021-2022:
| Directors: | |
|---|---|
| Luigi Gubitosi | Managing Director and Chief Executive Officer of TIM S.p.A.1 General Manager 1 |
| Pietro Labriola | Managing Director and Chief Executive Officer of TIM S.p.A.2 General Manager 2 |
| Executives: | |
| Giovanna Bellezza | a.i. Human Resources, Organization & Real Estate 3 |
| Adrian Calaza Noya | Chief Financial Office 4 |
| Paolo Chiriotti | Procurement 5 |
| Simone De Rose | Procurement 6 |
| Michele Gamberini | Chief Innovation & Information Office7 |
| Nicola Grassi | Chief Technology & Operations Office8 |
| Stefano Grassi | Security |
| Alberto Mario Griselli | Diretor Presidente of TIM S.A. 9 |
| Massimo Mancini | Chief Enterprise Market Office 10 |
| Giovanni Gionata Massimiliano Moglia |
Chief Regulatory Affairs Office11 |
| Carlo Nardello | Chief Strategy, Business Development & Transformation Office 12 |
| Agostino Nuzzolo | Legal & Tax |
| Claudio Ongaro | Chief Strategy & Business Development Office 13 |
| Federico Rigoni | Chief Revenue Office14 |
| Giovanni Ronca | Chief Financial Office 15 |
| Andrea Rossini | Chief Consumer, Small & Medium Market Office 16 |
| Luciano Sale | Human Resources, Organization & Real Estate17 |
| Stefano Siragusa | Chief Network Operations & Wholesale Office18 |
6from 1 February 2022; previously - from 7 December 2021 - he was interim manager in the same position
12until 6 December 2021
1until 26 November 2021
2from 27 November 2021 General Manager TIM S.p.A. and from 21 January 2022 also Chief Executive Officer of TIM Group
3from 30 November 2021
4from 1 March 2022
5from 5 July 2021 to 6 December 2021; the Procurement position was previously held by Nicola Grassi
7until 20 September 2021
8from 5 July 2021 to 6 December 2021; he was previously Head of Procurement
91 February 2022; previously this position was held by Pietro Labriola
10from 7 December 2021
11from 7 December 2021; until 6 December, Head of Chief Regulatory Affairs & Wholesale Market Office
13from 1 February 2022; previously -from 7 December 2021 - interim manager of the same position
14until 4 July 2021
15until 1 March 2022
16from 21 February 2022
17 until 29 November 2021
18from 7 December 2021; from 21 September until 6 December 2021, Chief Revenue, Information & Media Office; from 5 July 2021 until 20 September 2021, Chief Revenue Office; from 9 April 2021 until 4 July 2021, Chief Technology & Operations Office; until 8 April 2021, Chief Operations Office.
The structure of the compensation package for Key Managers with Strategic Responsibilities, excluding the Chief Executive Officer, for 2022, is as follows:
The guideline for 2022 is to keep remuneration in line with the market median, with the possibility of achieving even higher values, setting selective criteria for adjusting fixed remuneration.
The annual incentive plan for 2022, with a target pay opportunity equal to 50% of fixed remuneration, includes some changes for Executives with Strategic Responsibilities compared to 2021:
Below are the reference diagrams:
| First | Objectives | Weight |
|---|---|---|
| Line: | Tim Group Ebitda (Gate) | 25% |
| Chief | Tim Group Equity Free Cash Flow | 23% |
| Consumer, Small & Medium Market |
Segment Ebitda | 15% |
| Segment Services Revenues | 15% | |
| Office Chief Enterprise Market Office |
ESG KPI's: • Customer Satisfaction Index (10%) • Young Employee Engagement (6%) • Gender Pay Gap Middle Managers Domestic Core (6%) |
22% |
| Objectives | Weight | |
|---|---|---|
| First | Tim Group Ebitda (Gate) | 25% |
| Line: | Tim Group Equity Free Cash Flow | 23% |
| Chief Net | Functional objectives | 30% |
| Operation & Wholesale Market |
ESG KPI's: • Customer Satisfaction Index (10%) • Young Employee Engagement (6%) • Gender Pay Gap Middle Managers Domestic Core (6%) |
22% |
| Objectives | Weight | |
|---|---|---|
| Tim Group Ebitda (Gate) | 25% | |
| Other | Tim Group Equity Free Cash Flow | 33% |
| Functions | Functional objectives | 20% |
| of First Line |
ESG KPI's: a) Customer Satisfaction Index (10%) b) Young Employee Engagement (6%) c) Gender Pay Gap Middle Managers Domestic Core (6%) |
22% |
Each objective is measured individually, with a parametric scale as described in the section "Short-term Incentive System".
The Key Managers with Strategic Responsibilities were beneficiaries of the 2022-2024 Stock Option Plan previously described.
The pay opportunity at target provides for the assignment of up to a maximum of 6,250,000 option rights, which may increase to a maximum of 6,875,000 depending on the level of achievement of the performance parameters.
For more details, see the information document on the initiative, which can be consulted on the link 2022-2024 Stock Option Plan Information Document.
The treatments applicable under the law and the CCNL are provided for. The additional allowances provided may not exceed 24 months' salary (calculated as the sum of the gross annual pay and MBO).
In the event of termination of the employment relationship in the absence of just cause for dismissal, it will be the responsibility of the Chief Executive Officer to identify the resources that - due to the importance and strategic nature of the role covered - may receive severance pay, to which a non-competition agreement may be associated, depending on the importance and strategic nature of the role covered, for a maximum period of one year calculated on the fixed remuneration.
Benefits are granted similar to those provided for all other company managers: company car for mixed use, insurance policies (workplace/non workplace accidents, life and invalidity caused by illness), complementary health insurance cover, complementary pension fund and check-up. The Company also holds a "professional risks policy" that covers all its Directors and Officers.
No bonuses can be assigned that are not tied to performance conditions.
The Company has exceptionally reserved the right to make lump sum payments during the hiring phase in order to favour the acquisition of resources with specific skills considered essential for the achievement of the strategic business objectives and who have accrued the right to specific deferred remuneration from their Company of origin.
The pay mix for 2022 is shown below.
The percentages indicated alternatively assume the disbursement of the minimum, target and maximum value for both the short-term incentive scheme – MBO – and the 2022-2024 LTI Plan, which shall be submitted to the Shareholders' Meeting of 7 April 2022 for approval. With regard to the 2022-2024 LTI plan, the option rights have been valued on an annual basis assuming the fair value of the share as at 2 March 20221 , the date on which TIM's Board of Directors approved the plan architecture, proposing its approval to the Shareholders' Meeting of 7 April.
1Fair value of 0.04 euros.
With regard to the manager responsible for preparing the corporate financial reports, the incentive mechanisms are those adopted for all Key Managers with Strategic Responsibilities, as illustrated above.
This section describes the remuneration measures for the members of the Board of Directors, the Board of Statutory Auditors and the Key Managers with Strategic Responsibilities in 2021.
It is confirmed that in 2021 compensation was paid in line with the 2021 Remuneration Policy.
In the 2020-2021 two-year period, an important positive result was achieved in the shareholders' meeting votes (over 94% in favour) also as a result of dialogue with investors and the main proxy advisors, aimed at understanding the reasons for the feedback gradually received and at designing the remuneration policy in line with investor expectations for the future.
Given the positive feedback received on the 2021 policy at the AGM, the relationship with investors and key proxy advisors will be further developed.
Below are the results of the votes on the Remuneration Report - Section II, in 2020 - 2021, calculated on the actions for which a vote was cast.
| Shares for which a vote was cast | ||
|---|---|---|
| ---------------------------------- | -- | -- |
| 2020 | 2021 |
|---|---|
| 65,09% | 58,84% |
The overall annual remuneration of the Board of Directors pursuant to art. 2389(1) of the Italian Civil Code was established by the Shareholders' Meeting on 31 March 2021 as a maximum of 2,200,000 euros gross.
The Board of Directors held on 28 April 2021 divided up the remuneration, allocating 100,000 euros, gross per annum to each Director (excluding the Chairman and the Chief Executive Officer); this sum is a fixed fee. There is no remuneration linked to the company results, nor any severance pay.
The additional remuneration for Directors, Members of the Committees, is set out below.
Directors who do not hold specific offices were not entitled to receive variable remuneration or the allocation of benefits, without prejudice to reimbursement of expenses incurred in the performance of their office.
At its meeting on 26 November 2021, the Company's Board of Directors resolved to appoint a Lead Independent Director, with the powers set out in Borsa Italiana's Corporate Governance Code, calling upon Ms Paola Sapienza to take on this role. The additional remuneration for this office of 45,000 euros gross per year was also established at the Board of Directors meeting on 17 December 2021.
The remuneration of Statutory Auditors valid for the full term of office (financial years 2021-2023) was established by the Shareholders' Meeting of 31 March 2021 as 135,000 euros gross per year for the Chairman of the Board of Statutory Auditors and 95,000 euros gross per year for each standing Auditor. Moreover, the Statutory Auditor Ms Anna Doro receives - as a member of the Supervisory Body - additional remuneration of 15,000 euros gross per year
| Board of Statutory Auditors |
|---|
| Francesco Fallacara (C) |
| Angelo Rocco Bonissoni |
| Francesca di Donato |
| Anna Doro |
| Massimo Gambini |
Statutory auditors do not receive variable remuneration or benefits but receive reimbursement of expenses incurred in the performance of their duties.
The detailed analysis of the remuneration received individually by the Directors and Statutory Auditors is shown in Table 1 in the second part of this section.
The position of Chairman was held by Mr Salvatore Rossi for the entire year. His appointment was reconfirmed by the Board of Directors on 1 April 2021. The Board of Directors on 26 November 2021 also assigned Chairman Salvatore Rossi responsibilities and powers relating to the Partnership & Alliances, Institutional Communications, Sustainability Projects & Sponsorship and Public Affairs Departments, as well as responsibility for managing TIM assets and activities of strategic importance for the national defence and security system. Subsequently, on 21 January 2022, the Board of Directors resolved that the Chairman, Salvatore Rossi, would retain the communication powers in relation to the indicative non-binding expression of interest received from KKR & Co. and the process that followed. The granting of these powers did not result in any remuneration changes. In this period, his compensation package was as follows:
The detailed analysis of the remuneration received is shown in Table 1 of the second part of this section.
From 1 January to 26 November 2021, the position of Chief Executive Officer was held by Mr Luigi Gubitosi; his appointment was confirmed by the Board of Directors at its meeting on 1 April 2021.
In the Board meeting of 26 November 2021, Mr Luigi Gubitosi resigned his powers and the Board of Directors, having acknowledged and accepted them, resolved to revoke Mr Luigi Gubitosi from the offices of Chief Executive Officer and General Manager of the Company.
The composition of the compensation package was resolved by the Board of Directors on 28 April 2021, in continuity with what has already been paid to Mr Gubitosi for his employment salary as General Manager and his position as Chief Executive Officer of the Company, for a total annual fixed gross amount of 1,400,000 euros (unchanged), divided into 1,300,000 euros as Gross Annual Remuneration for the employment salary and 100,000 euros as gross remuneration for the office of Chief Executive Officer pursuant to Article 2389, subsection 3, of the Italian Civil Code. Additional remuneration for the office of Director was excluded and the remaining elements remained unchanged.
Moreover, as further remuneration pursuant to Art. 2389(3) of the Italian Civil Code, Mr Gubitosi was the beneficiary of an MBO with a target amount of 1,400,000 euros gross.
The table below illustrates in detail the degree of achievement of the objectives for the 2021 MBO short-term variable component compared with the references assigned.
| Values in € millions | 2021 OBJECTIVE LEVELS | FINAL FIGURES | ||||||
|---|---|---|---|---|---|---|---|---|
| OBJECTIVE | WEIG HT |
Min Payout 50% |
Target Payout 100% |
Max Payout 150% |
Result 2021 |
% achievement |
Weighted Score |
|
| TIM Group Ebitda GATE (1) | 30% | 6,156 | 6,480 | 6,804 | 5,080 | 0% | 0% | |
| TIM Group Equity Free Cash Flow | 23% | 1,464 | 1,663 | 1,863 | 632 | 0% | 0% | |
| TIM Group Adjusted Net Financial Position | 15% | 22,483 | 21,934 | 21,386 | 22,187 | 76.96% | 12% | |
| TIM Group Service Revenues | 10% | 13,928 | 14,212 | 14,496 | 13,906 | 0% | 0% | |
| ESG indicators: a) Customer Satisfaction Index (10%) b) Employee Engagement (6%) c) Managers Gender pay gap (6%) |
22% | a) 72.36 b) 72 c) 3.9% |
a) 72.86 b) 73 c) 3.5% |
a) 74.30 b) 74 c) 3% |
a) 72.76 IVQ 2021 b) 76 Survey results c) -0.4% |
a) 90% b) 150% c) 150% |
a) 9% b) 9% c) 9% |
(1) The Gate represents a condition for accessing the bonus linked to all the objectives rewarded.
The value objectives were restated pro-forma due to the impacts linked to changes in the consolidation area, rates of exchange in order to pursue the managerial significance of the comparison between the target and the final balance.
After evaluation by the Nomination and Remuneration Committee, no sterilisation was applied with regard to nonrecurring items.
On 28 April 2021 the Board of Directors of TIM launched the 2021-2023 Incentive Cycle as part of the 2020-2022 Long Term Incentive Plan approved by the Shareholders' Meeting held the previous 31 March.
With regard to the 2020-2022 Long Term Incentive Plan, as at 31 December 2021, Mr Gubitosi was granted - for the 2021-2023 cycle - the right to receive 4,166,666 TIM S.p.A. ordinary shares free of charge at target level, subject to specific performance conditions (performance shares). Based on the level of achievement of the three-year performance objectives, this number could have decreased or increased up to a maximum of 6,666,665 shares, subject to the Gate condition and the ESG corrective. In view of the termination on 31 December 2021, the target shares have been re-proportioned to 1,388,888 and a maximum of 2,222,220.
On 17 December 2021, Mr Gubitosi resigned as a director of the Company with immediate effect and on 31 December 2021 he ceased to be an employee. Upon his resignation, the last accessory and severance indemnities due by law and collective agreement were paid (severance indemnity, holidays, thirteenth month bonus). In line with the Company's remuneration policies, a total gross amount of 6,900,000 euros was paid for the termination of his employment and directorship (plus a sum of 36,000 euros as a settlement, as consideration for the waivers granted by Mr Gubitosi).
Mr Gubitosi will also be paid the pro-rata amount due in relation to the 2020-2022 Long Term Incentive Plan (2020- 2022 and 2021-2023 cycles) according to the relevant Regulation.
In FY 2021, the proportion between the fixed and variable remuneration, considering the total remuneration of the Chief Executive Officer, was 45% (fixed/total) and 55% (variable/total) as set out in Table 1 (column 8) of the second part of this section.
The detailed analysis of the remuneration received is shown in Table 1 of the second part of this section.
In its meeting of 26 November 2021, the Company's Board of Directors appointed Pietro Labriola as General Manager, (with retention of the position of CEO of the subsidiary TIM S.A and receipt of the related remuneration), and hired him as an executive with a fixed-term employment contract.
The contract provided for a gross annual remuneration of 800,000 euros for the employment relationship and a short- and long-term variable remuneration consistent with the amount established for the head of the company in the Remuneration Policy Report.
For financial year 2021, Mr Labriola only received the fixed remuneration commensurate with the role coverage period until 31 December 2021. The detailed analysis of the remuneration received as General Manager is set out in Table 1 of the second part of this section.
On 21 January 2022, the Board of Directors co-opted and appointed Pietro Labriola as the Group's new Chief Executive Officer, confirming his position as General Manager with an open-ended employment contract.
Mr Labriola ceased to be CEO of TIM S.A. on 31 January 2022.
The fixed remuneration of the Key Managers with Strategic Responsibilities comprised the gross annual remuneration in relation to the employment contract. The actions taken in 2021 were consistent with those set out in the remuneration policy for the year.
In line with the provisions of the 2021 remuneration policy, Executives with Strategic Responsibilities were the beneficiaries of an MBO short-term variable component; in view of the failure to achieve the TIM Group EBITDA target, which is a gateway to the variable incentive scheme, the entire measure did not give rise to any payment for 2021.
The following are the objectives assigned to the resources who held that role in 2021; the first five objectives were the same as those assigned to the Chief Executive Officer, with different weights.
For a comparison between the objectives achieved and those set refer to the previous table of the Chief Executive Officer.
| OBJECTIVE | WEIGHT | Min Payout 50% |
Target Payout 100% |
Max Payout 150% |
|---|---|---|---|---|
| TIM Group Ebitda GATE (1) | 30% | 6,156 | 6,480 | 6,804 |
| TIM Group Equity Free Cash Flow | 13% | 1,464 | 1,663 | 1,863 |
| TIM Group Net Financial Position Adjusted | 10% | 22,483 | 21,934 | 21,386 |
| TIM Group Services Revenues | 15% | 13,928 | 14,212 | 14,496 |
| ESG indicators: a) Customer Satisfaction Index (10%) b) Employee Engagement (6%) c) Managers Gender pay gap (6%) |
22% | a) 72.36 b) 72 c) 3.9% |
a) 72.86 b) 73 c) 3.5% |
a) 74.30 b) 74 c) 3% |
| Specific function objectives | 10% |
(1) The minimum level of the Gate is 95% of the target value
The objectives attributed to the resources that became Executives with Strategic Responsibilities following the organisational restructuring introduced by the new General Manager are also set out below.
| OBJECTIVE | WEIGHT | Min Payout 50% |
Target Payout 100% |
Max Payout 150% |
|---|---|---|---|---|
| TIM Group Ebitda GATE (Manager) (1) | 30% | 5,832 | 6,480 | 6,804 |
| TIM Group Operating Free Cash Flow | 10% | 2,675 | 3,040 | 3,405 |
| TIM Group Services Revenues | 15% | 13,928 | 14,212 | 14,496 |
| ESG indicators: a) Customer Satisfaction Index (10%): (2) a1) CSI TIM (Consumer - Small and Medium - Enterprise) a2) CSI Enterprise a3) CSI Wholesale b) Employee Engagement (6%) c) Managers Gender pay gap (6%) |
22% | a1) 73.88 – 61.68 – 75.68 a2) 75.68 a3) 7.33 b) 72 c) 3.9% |
a1) 74.24 – 62.90 – 76.05 a2) 76.05 a3) 7.39 b) 73 c) 3.5% |
a1) 75.71 – 64.12 – 77.56 a2) 77.56 a3) 7.54 b) 74 c) 3% |
| Specific function objectives | 23% |
(1) The minimum level of the Gate is 90% of the target value
(2) Differentiated by function
The table below sets out the average pay out for the 2021 MBO short-term variable component for those who qualified as Key Managers with Strategic Responsibilities in 2021, compared with the average values for those who qualified as such in previous financial years.
| 2021 | 2020 | 2019 | 2018 | 2017 | 2016 | |
|---|---|---|---|---|---|---|
| Average Payout | * | 91% | 102% | * | 107% | 95% |
(*) In view of the failure to reach the TIM Group EBITDA target at the minimum level (95% of the budget target), as a conditi on of access to all other targets, the entire MBO measure has been canceled.
An analytical breakdown of the remuneration received by Key Managers with Strategic Responsibilities in 2021 is provided in Table 1 in the second part of this section.
* * *
It is confirmed that, in 2021, there was compliance with the remuneration policy in force with regard to the one-off bonus, benefits and severance agreements, with reference to contractual compensation such as indemnities paid in the period.
The values of the indemnities recognised during the year for consensual terminations (with maintenance of the rights to the components of the 2020-2022 Long Term Incentive Plan, recognised under the conditions and terms set out in the respective Information Document available on 2020-2022 Long Term Incentive Plan) are analytically reported in Table 1 and no further amounts are due. The valuation of non-monetary benefits, for the period agreed with respect to terminations by mutual agreement (as is standard practice, with respect to the nature of the benefit: e.g. insurance cover; or return of the asset: e.g. cars for business and personal use), which in any case occurred within the year, is set out in the same Table 1 until the time the role was held.
In line with 2021 remuneration policy provisions, as instructed by the CEO, non-competition agreements were signed, in view of the importance and strategic nature of the roles held by certain Key Managers.
* * *
On 28 April 2021 the Board of Directors of TIM resolved to launch the 2020-2022 incentive cycle as part of the 2021- 2023 Long Term Incentive Plan approved by the Shareholders' Meeting in March (see the disclosure document which can be consulted on the website page 2020-2022 Long Term Incentive Plan.
With regard to the 2020-2022 Long-Term Incentive Plan, Key Managers with Strategic Responsibilities are granted the right to receive 13,960,320 TIM S.p.A. ordinary shares free of charge at target level as of 31 December 2021 for the 2021-2023 cycle. Based on the level of achievement of the performance objectives for the three-year period, this number may decrease or increase up to a maximum of 18,846,432, subject to the Gate condition and the ESG corrective.
In view of the termination in the first quarter of 2022, the target shares have been re-proportioned to 7,470,972 and a maximum of 10,962,407.
The detailed analysis of the plans is shown in the tables of the incentive plans in the second part of this section. In the 2021 financial year, the percentage of fixed compensation out of the total remuneration of Key Managers with Strategic Responsibilities was 50% as shown in Table 1 (column 8) of the second part of this section.
In 2021, the Company applied the waiver procedure provided for in the 2021 Remuneration Policy. After the preliminary examination of the Nomination and Remuneration Committee are, this procedure was proposed to the Board of Directors.
The reasons for this choice lie in the extraordinary complexity of the market scenarios in 2021 (not considered in the 2021 - 2023 plan), the failure to achieve the gate for access to payment of the MBO2021 bonus, and the recent start of the company's transformation and turnaround process following the renewal of the executive management.
For the reasons set out above, it was deemed appropriate to adopt a measure recognising qualified managerial resources who performed at a high level in 2021 and are more intensively involved in the transformation process underway, also in order to protect the company in terms of the retention of resources with strategic roles and at market risk.
Therefore, an extraordinary incentive system was put in place for a limited number of managers identified by the Group Chief Executive Officer, in agreement with the Department Managers and with the technical support of the HRO department. The identification criteria used were organisational (roles with a greater direct or indirect capacity to contribute to the business and roles with higher managerial relevance) and managerial (resources that stood out for the support they provided in 2021 and who are asked to make a significant and decisive contribution at this stage of the company in order to achieve the objectives outlined in the Strategic Plan). The evaluation of resources was measured through the achievement of individual objectives for 2021 and based on their involvement in the transformation process as well as on the retention needs of the resource itself.
The form of payment established is a lump sum, amounting to 50% of the target bonus, corresponding to the achievement of the minimum values set for each objective.
The number of beneficiaries of the remuneration manoeuvre is 57 Executives of the TIM Group, equal to 11% of the management. In the event of voluntary termination by 30 June 2023, the beneficiaries are required to repay the Company the amount paid.
The total cost to pay for the manoeuvre is 1,75 million euros.
The table below compares, for the last three years, the annual change in the remuneration of the Chairman, the Chief Executive Officer, and the average remuneration, calculated on a full-time equivalent basis, of employees (excluding the Chief Executive Officer).
| TIM S.p.A. | 2021 | % Change |
2020 | % Change |
2019 |
|---|---|---|---|---|---|
| Amounts expressed in thousands of euros | |||||
| Chairman's Remuneration (1) | 600 | 0% | 600 | 0% | 600 |
| Chief Executive Officer's Remuneration(2) | 1,284 | -53% | 2,759 | -7% | 2,972 |
| Average remuneration of employees (2) | 41.2 | 2% | 40.4 | 1% | 40.2 |
(1) In 2019 the Chairman Salvatore Rossi held the office for the period 21.10 – 31.12.
(2) The values include variable compensation (when present) and staff incentive bonuses.
| PERFORMANCE TIM Group (IFRS 16) |
2021 | % Change |
2020 |
|---|---|---|---|
| EBITDA Organic After Lease(1) | 5,404 | -11.6% | 6,110 |
| Equity Free Cash Flow After Lease | 62 | -96.2% | 1,615 |
| Adjusted Net Debt AL variation (% YoY) | -5.5% | -15.1% | |
| Adjusted Net Debt AL / Organic EBITDA AL | 3.3x | 3.0x |
(1) 2020 comparable EBITDA
Organic EBITDA after lease decreased by 11.6% as a result of a decrease in revenues mainly related to the exacerbation of the competitive context, also due to the delay of the phase 2 voucher plan, and the related impact on prices, as well as higher costs for contents, the start-up of digital companies and linked to compliance with the new regulations (Legislative Decree 207/2021).
Equity free cash flow amounted to 62 million euros (cash generation), with a reduction on the previous year due to the aforementioned organic EBITDA trend.
Net debt after lease reduced by 1 billion euros in 2021 (-5.5% compared to 2020), mainly due to the proceeds from the sale of 37.5% of FiberCop S.p.A. by TIM S.p.A. to the company indirectly controlled by KKR Global Infrastructure Investors III L.P. for a total of 1.8 billion euros.
As a result, the leverage ratio (Net Debt AL / Organic EBITDA AL ratio) stood at 3.3x.
The remuneration due to all the individuals who, in FY 2021 or a part thereof, held the position of member of the management and control body, General Manager or Executive with Strategic Responsibilities (for this last category the information is shown in aggregate form) are shown below. Board of Directors
| (in thousands of euros) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | ||
| No tes |
Name and surname |
Position | Period of office (dd.mm) |
Expiry of term of office (mm.yy) |
Fixed comp ensati on |
Compen sation for involvem ent in committ ees |
Variable remuneration non-equity Bonuses and other incentive s |
Profit sharing |
Non monet ary benefi ts |
Other compens ation |
Fair Value of compensa tion equity |
TOTAL | Proporti on betwee n fixed and variable remune ration (1) |
Compens ation for loss of office or terminati on of employ ment |
| Salvatore | 01.01 | |||||||||||||
| 1 | Rossi | Chairman | 31.12 | 12.23 | 600 | 600 | ||||||||
| 2 | Luigi Gubitosi |
Chief Executive Officer Manager General |
01.01 26.11 27.11 |
12.23 12.23 |
1,284 | 16 | 1,566 | 2,866 | 45%/55% | 6,936 | ||||
| Director | 17.12 | 5 | 5 | |||||||||||
| 3 | Pietro Labriola | General Manager |
26.11 31.12 |
12.23 | 72 | 2 | 74 | |||||||
| 4 | Paolo Boccardelli |
Director | 31.03 31.12 |
12.23 | 75 | 63 | 138 | |||||||
| 5 | Paola Bonomo | Director | 01.01 31.12 |
12.23 | 100 | 80 | 180 | |||||||
| 6 | Franck Cadoret |
Director | 01.01 31.12 |
12.23 | 100 | 6 | 106 | |||||||
| 7 | Paola Camagni |
Director | 31.03 31.12 |
12.23 | 75 | 44 | 119 | |||||||
| 8 | Maurizio Carli |
Director | 31.03 31.12 |
12.23 | 75 | 44 | 119 | |||||||
| 9 | Luca De Meo |
Director | 31.03 31.12 |
12.23 | 75 | 22 | 97 | |||||||
| 10 | Arnaud Roy de Puyfontaine |
Director | 01.01 31.12 |
12.23 | 100 | 6 | 106 | |||||||
| 11 | Cristiana Falcone |
Director | 31.03 31.12 |
12.23 | 75 | 44 | 119 | |||||||
| 12 | Federico Ferro Luzzi |
Director | 31.03 31.12 |
12.23 | 75 | 70 | 145 | |||||||
| 13 | Giovanni Gorno Tempini |
Director | 31.03 31.12 |
12.23 | 75 | - | 75 | |||||||
| 14 | Marella Moretti |
Director | 01.01 31.12 |
12.23 | 100 | 70 | 170 | |||||||
| 15 | Ilaria Romagnoli |
Director | 31.03 31.12 |
12.23 | 75 | 56 | 131 | |||||||
| 16 | Paola Sapienza |
Director | 31.03 31.12 |
12.23 | 75 | 44 | 4 | 123 | ||||||
| 17 | Afredo Altavilla |
Director | 01.01 31.03 |
12.20 | 25 | 15 | 40 | |||||||
| 18 | Giuseppina Capaldo |
Director | 01.01 31.03 |
12.20 | 25 | 16 | 41 | |||||||
| 19 | Maria Elena Cappello |
Director | 01.01 31.03 |
12.20 | 25 | 12 | 37 | |||||||
| 20 | Massimo Ferrari | Director | 01.01 22.02 |
12.20 | 14 | 10 | 24 | |||||||
| 21 | Paola Giannotti |
Director | 01.01 31.03 |
12.20 | 25 | 16 | 41 | |||||||
| 22 | Lucia Morselli |
Director | 01.01 22.02 |
12.20 | 14 | 12 | 26 | |||||||
| 23 | Dante Roscini |
Director | 01.01 31.03 |
12.20 | 25 | 6 | 31 | |||||||
| 24 | Rocco Sabelli |
Director | 01.01 31.03 |
12.20 | 25 | 16 | 41 | |||||||
| 25 | Michele Valensise |
Director | 01.01 31.03 |
12.20 | 25 | 21 | 46 | |||||||
| Overall BoD (a) | 3,239 | 673 | 18 | 4 | 1,566 | 5,500 | 6,936 |
(1) Remuneration proportion: fixed out of total = columns (1+2+4+5)/7; variable out of total = columns (3+6)/7.
TIM - 2022 Report on the Remuneration Policy and compensation paid
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Variable remuneration non-equity |
Compen | |||||||||||||
| Note s |
Name and surname |
Position | Period of office (dd.mm) |
Expiry of term of office (mm.yy) |
Fixed comp ensati on |
Compen sation for involvem ent in committ ees |
Bonuses and other incentive s |
Profit sharing |
Non mone tary benefi ts |
Other compens ation |
Fair Value of compensa tion equity |
TOTAL | Proporti on betwee n fixed and variable remune ration |
sation for loss of office or terminati on of employ ment |
| 25 | Francesco Fallacara |
Chairman | 31.03 31.12 |
12.23 | 101 | 101 | ||||||||
| 26 | Rocco Angelo Bonissoni |
Statutory Auditor Regular |
31.03 31.12 |
12.23 | 71 | 71 | ||||||||
| 27 | Francesca di Donato |
Statutory Auditor Regular |
31.03 31.12 |
12.23 | 71 | 7 | 78 | |||||||
| 28 | Anna Doro |
Standing Auditor |
01.01 31.12 |
12.23 | 95 | 11 | 106 | |||||||
| 29 | Maximum Gambini |
Statutory Auditor Regular |
31.03 31.12 |
12.23 | 71 | 71 | ||||||||
| 30 | Roberto Capone |
Chairman | 01.01 31.03 |
12.20 | 34 | 34 | ||||||||
| 31 | Giulia De Martino |
Standing Auditor |
01.01 31.03 |
12.20 | 24 | 24 | ||||||||
| 32 | Marco Fazzini |
Standing Auditor |
01.01 31.03 |
12.20 | 24 | 24 | ||||||||
| 33 | Francesco Schiavone Panni |
Standing Auditor |
01.01 31.03 |
12.20 | 24 | 15 | 39 | |||||||
| Overall Board of Statutory Auditors (b) | 515 | 33 | 548 |
| (in thousands of euros) | |
|---|---|
| A | B | C | D | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note s |
Name and surname |
Position | Period of office (dd.mm) |
Expiry of term of office (mm.yy) |
Fixed comp ensati on |
Compen sation for involvem ent in committ ees |
Variable remuneration non-equity Bonuses and other incentive s |
Profit sharing |
Non mone tary benefi ts |
Other compens ation |
Fair Value of compensa tion equity |
TOTAL | Proporti on betwee n fixed and variable remune ration (2) |
Compens ation for loss of office or terminati on of employm ent |
| Remuneration in the company drawing up the financial statements |
5,005 | 588 | 237 | - | 4,576 | 10,406 50% - 50% | 11,476(7) | |||||||
| Remuneration from subsidiaries (3) | 570 (4) |
590 (5) |
300 | 1,006 (6) | 2,466 | 35% - 65% | ||||||||
| Total Key Managers with Strategic Responsibilities (c) | 5,575 | 1,178 | 237 | 300 | 5,582 | 12,872 | 46% -54% | 11,476 |
| TOTAL REMUNERATION PAID (a+b+c) 9,329 673 1,178 255 337 7,148 18,920 18,412 |
|---|
| ----------------------------------------------------------------------------------------------------- |
(1) The remuneration refers to all the individuals who held the position of Key Managers with Strategic Responsibilities during the 2021 financial year, or any part thereof (15 managers); They do not include Andrea Rossini (hired on 21 February 2022) and Adrian Calaza (hired on 1 March 2022).
(2) Remuneration proportion: fixed out of total = columns (1+2+4+5)/7; variable out of total = columns (3+6)/7.
(3) The remuneration does not include that of Alberto Maria Griselli who was appointed CEO of TIM SA on 1 February 2022.
(4) The amount referring to the local work contract has been converted at the average exchange rate for 2021 at 31/12/2021 (Real/€ 6.35936).
(5) In the absence of the final figures of the local bonus relating to FY 2021, the value stated in the table has been estimated on the basis of pre-closing data and provision was made in the 2021 Financial Statements. This amount refers to 3,752,000 Reais converted into euros at the average exchange rate for 2021 at 31/12/2021 (Real/€6.35936).
(6) This amount refers to the equity compensation of local incentive plans based on financial instruments converted at the average exchange rate for 2021 at 31/12/2021 (Real/€ 6.35936).
(7) In this remuneration, the portion relating to non-competition plans amounts to 1.0 million euros, of which 875,000 euros will be paid in 2022.
col. 1 The amount refers to the remuneration pursuant to article 2389, subsection 3, of the Italian Civil Code received for serving as Chairman for the period 01/01 - 31/12/2021. The Chairman does not receive remuneration for the office of Director or for his membership of the Strategy Committee (pursuant to Article 2389(I) of the Italian Civil Code).
Column 9 Of this amount, 3.0 million euros refer to the Director relationship, 3.9 million euros to the employee relationship and 36,000 euros to the settlement
col. 1 The amount refers to the fixed compensation received for the office of General Manager for the period 01/01 - 31/12/2021.
col 1 The amount refers to the remuneration received as a member of the Board of Directors;
Column 2 The amount refers to the remuneration received as a member of the Sustainability and Strategy Committee for the period 01/01 - 31/03/2021.
col. 1 This amount refers to the remuneration received as a member of the Board of Directors
Column 5 The amount refers to the remuneration to be paid as Lead Independent Director. The accrual from 26/11 to 31/12/2021 will be paid in 2022
col. 1 This amount refers to the remuneration received as Chairman of the Board of Statutory Auditors.
col. 1 This amount refers to the remuneration received as Standing Auditor.
col. 1 This amount refers to the remuneration received as Standing Auditor.
Column 5 The amount refers to the remuneration received as Standing Auditor of the subsidiary Noovle S.p.A.
Column 1 This amount refers to the remuneration received as Standing Auditor.
Column 5 The amount refers to the remuneration received as a member of the Supervisory Body 231 for the period 1 April to 31 December 2021
Column 1 This amount refers to the remuneration received as Standing Auditor.
col. 1 This amount refers to the remuneration received as Chairman of the Board of Statutory Auditors.
col. 1 This amount refers to the remuneration received as Standing Auditor.
col. 1 This amount refers to the remuneration received as Standing Auditor.
col. 1 1 This amount refers to the remuneration received as Standing Auditor;
Column 5 This amount refers to the compensation received as Chairman of the Board of Statutory Auditors of the listed subsidiary Telecom Italia Sparkle S.p.A.
| Date: 31/12/2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In the company drawing up the financial statements | In subsidiaries and associates | |||||||||
| Name and surname |
A | Luigi Gubitosi | ||||||||
| Position | B | Chief Executive Officer | Key Managers with Strategic Responsibilities |
Key Managers with Strategic Responsibilities | TOTAL | |||||
| Plan and respective resolution |
1 | Long Term Incentive 2020-2022 |
Long Term Incentive 2021-2023 |
Long Term Incentive 2020-2022 |
Long Term Incentive 2021-2023 |
Long Term Incentive 2018-2020 Grant 2019 |
Long Term Incentive 2018-2020 Grant 2020 |
Long Term Incentive 2021-2023 Grant 2021 |
||
| Financial instruments assigned in previous financial years not vested during the financial year |
2 | Number and type of financial instruments |
8,000,000 (1) |
18,359,994 (1) |
118,207 (3) |
138,916 (6) |
26,617,117 | |||
| 3 | Vesting Period | 2020-2022 | 2020-2022 | 3 years (4) |
3 years (4) |
|||||
| Financial instruments assigned during the |
4 | Number and type of financial instruments |
6,666,665 (2) |
18,846,432 (2) |
869,177 | 26,382,274 | ||||
| 5 | Fair value on allocation date |
€ 2,268,844 | € 7,470,243 | € 9,739,087 | ||||||
| financial year |
6 | Vesting Period | 2021-2023 | 2021-2023 | 3 years | |||||
| 7 | Allocation date | 28 April 2021 | 01/07/2021 | 05/05/2021 | ||||||
| 8 | Market price on allocation |
€ 0.4452 | € 0.4203 | R\$ 12.95 | ||||||
| Financial instruments vested during the financial year and not assigned |
9 | Number and type of financial instruments |
||||||||
| Financial instruments vested during the financial year and assignable |
10 | Number and type of financial instruments |
76,745 (5) |
89,822 (7) |
166,567 | |||||
| 11 | Value on vesting date |
R\$ 11.32 (30 July 2021) |
R\$ 12.28 (14 April 2021) |
|||||||
| Financial instruments for the year |
12 | Fair value | € 1,108,325 | € 618,776 | € 3,353,020 | € 1,657,491 | € 90,819 (R\$ 577,550 / € 6.35936) |
€ 164,045 (R\$ 1,043,223 / €6.35936) |
€ 751,675 (R\$ 4,780,169 / €6.35936) |
€ 7,744,151 |
(1) Subject to the Gate condition and the ESG corrective. The number of rights has been determined with the normal value of the share* on 18 May 2020 (€ 0.35).
(2) Subject to the Gate condition and the ESG corrective. The number of rights has been determined with the normal value of the share* on 31 March 2021 (€ 0.42).
| A | B | 1 | 2 | 3 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Name and surname |
Position | Plan | Bonus for the year | Bonus for previous years | Other Bonuses |
||||
| (a) | (b) | (c) | (a) | (b) | (c) | ||||
| Payable/ Paid |
Deferred | Deferral period |
No longer payable |
Payable/ Paid |
Still Deferred |
||||
| Luigi Gubitosi | CEO | MBO 2021 BoD Resolution 28 April 2021 |
- | ||||||
| Key Managers with Strategic Responsibilities | |||||||||
| Remuneration in the company drawing | MBO 2021 07/06/2021 |
- | |||||||
| up the financial statements | 588 (1) |
||||||||
| Remuneration in subsidiaries and | MBO 2021 05/05/2021 |
590 (2) |
|||||||
| associates | |||||||||
| TOTAL | 590 | 588 |
(1) Bonuses linked to performance conditions, retention bonuses, covering the effects of grossing up the contributions and taxes on subsistence expenses and bonuses linked to the application of the 2021 remuneration policy waiver procedure (pro-rata amounts based on the period for the role);
(2) In the absence of the final figures of the local bonus relating to FY 2021, the value stated in the table has been estimated on the basis of preclosing data and provision was made in the 2021 Financial Statements. This amount refers to 3,752,000 Reais converted into euros at the average exchange rate for 2021 at 31/12/2021 (Real/€6.35936).
The table below shows the shareholdings held by all the individuals who during the financial year 2021, or a part thereof, held the position of member of the Board of Directors, of member of the Board of Statutory Auditors, General Manager or Executive with strategic responsibilities (for this last category the information is shown in aggregate form).
| Name and Position surname |
Investee Company |
Category of shares |
Number of shares owned at the end of the previous financial year (or on the date of appointment) |
Number of shares bought during the financial year |
Number of shares sold during the financial year |
Number of shares owned at the end of the financial year (or on the date of termination of office if earlier) |
|
|---|---|---|---|---|---|---|---|
| Board of Directors | |||||||
| Salvatore Rossi | Chairman | ||||||
| Luigi Gubitosi | Chief Executive Officer |
TIM S.p.A. | Ordinary | 2,000,000 | 1,957,152 | 3,957,152 | |
| Poalo Boccardelli | Director | ||||||
| Paola Bonomo | Director | ||||||
| Franck Cadoret | Director | TIM S.p.A. | Ordinary | 20,000 | 7,000 | 13,000 | |
| Paola Camagni | Director | ||||||
| Maurizio Carli Luca De Meo |
Director Director |
TIM S.p.A. | Ordinary | 252,525 | 252,525 | ||
| Arnaud Roy de Puyfontaine |
Director | ||||||
| Cristiana Falcone | Director | ||||||
| Federico Ferro Luzzi | Director | ||||||
| Giovanni Gorno Tempini |
Director | ||||||
| Marella Moretti | Director | ||||||
| Ilaria Romagnoli | Director | ||||||
| Paola Sapienza | Director | ||||||
| Alfredo Altavilla | Director | ||||||
| Giuseppina Capaldo | Director | ||||||
| Maria Elena Cappello | Director | TIM S.p.A. | Ordinary | 280,000 | 280,000 | ||
| Massimo Ferrari | Director | TIM S.p.A. TIM S.p.A. |
Ordinary Savings |
90,000 46,000 |
430,000 | 520,000 46,000 |
|
| Paola Giannotti | Director | ||||||
| Lucia Morselli | Director | ||||||
| Dante Roscini | Director | ||||||
| Rocco Sabelli | Director | TIM S.p.A. | Ordinary | 500,000 | 500,000 | ||
| Michele Valensise | Director | TIM S.p.A. | Ordinary | 30,000 | 30,000 | ||
| Pietro Labriola | General Manager | TIM S.A. | 111,269 | 166,567* | 277,836** | ||
| Board of Statutory Auditors |
|||||||
| Francesco Fallacara | Chairman | ||||||
| Angelo Rocco Bonissoni |
Standing Auditor | ||||||
| Francesca di Donato | Standing Auditor | ||||||
| Anna Doro | Standing Auditor Standing Auditor |
||||||
| Massimo Gambini | |||||||
| Roberto Capone Giulia De Martino |
Chairman Standing Auditor |
||||||
| Anna Doro | Standing Auditor | ||||||
| Marco Fazzini | Standing Auditor | ||||||
| Francesco Schiavone | Standing Auditor | ||||||
| Panni Key Managers with Strategic Responsibilities |
|||||||
| TIM S.p.A. | Ordinary | 884,597 | 1,584,642 | 9,922 | 2,459,317*** | ||
| 15 | Savings | 1,650 | = | = | 1,650**** |
* Shares obtained through the conversion of stock options received from the company Tim S.A. **Shares listed on the NYSE and BOVESPA markets. ***Of which number of shares, 7,153, held by spouse not legally separated **** Held by spouse not legally separated
| Date: 31/12/2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| FRAMEWORK 1 | ||||||||||
| Financial instruments other than stock options | ||||||||||
| Section 1 | ||||||||||
| Instruments relating to currently valid plans, approved on the basis of previous resolutions of the Shareholders' Meeting | ||||||||||
| Name or category | Position | Date of resolution by the Shareholder s' Meeting |
Type of financial instruments |
Number of financial instruments allocated |
Allocation date |
Purchase price, if applicable, of the instrument s |
Market price on date of allocatio n |
Vesting Period |
||
| Luigi Gubitosi | Chief Executive Officer |
31/03/2021 | Performance Share | 6,666,665 (1) |
28 April 2021 | N.A. | € 0.4452 | 2021/2023 | ||
| Key Managers with Strategic Responsibilities |
31/03/2021 | Performance Share | 18,846,432 (1) |
01/07/2021 | N.A. | € 0.4203 | 2021/2023 |
(1) Subject to the Gate condition and the ESG corrective.
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