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Unicredit — Remuneration Information 2022
Mar 9, 2022
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Remuneration Information
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Annex 1 to 2022 Group Remuneration Policy and Report
Information Tables Pursuant Art. 84-quater "Annual Report - Section II" of the Regulation n° 11971 Issued by Commissione Nazionale per le Società e la Borsa (Consob)
Year 2021
In the following pages a set of tables presents the quantitative information that the Company must provide in compliance with article 84-quater of Consob's Issuers Regulation Nr. 11971 (as lastly modified under resolution no. 21623 of December 10, 2020).
In such regards, please note that the information requested at Section I and at the First Part of Section II of the Compensation Report, to be prepared in compliance with Attachment 3A, Schedule 7-bis of the above-mentioned Regulation, is contained in the "2022 Group Remuneration Policy and Report", of which this document represents an enclosure.
The following set of tables provides the information foreseen by the Second Part of the above-mentioned Section II.
For a deeper understanding of the methodological criteria underlying the information reported in the various tables, reference is made to Annex 3A of the said Consob Regulation.
Here below a brief information on the contents of the various tables:
TABLE 1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsibilities
Provides, at an individual level and on an accrual basis, the details of the compensation paid to the members of the Board of Directors, Board of Statutory Auditors and General Managers.
In compliance with Consob Resolution Nr. n. 21623 of 10.12.2020, from 2021 the information regarding "Bonuses and other incentives" is provided on an accrual basis and independently from the fact that amounts are payable or still deferred. This is a different approach from the past, when amounts were reported on an out-of-pocket basis and included both the cash upfront quota of the annual bonus as well as the deferred amounts paid from previous years. For the other executives with strategic responsibilities, the information is provided on an aggregate basis. Please note that the related perimeter – defined by the Board of Directors – has changed during the year, as a result of (i) changes in organizational structures and related appointments linked to the reorganization announced by the Bank on May 12, 2021, and (ii) the new definition of "other executives with strategic responsibilities" approved by the Bank on October 12, 2021, which now includes the members of the "Group Executive Committee" - excluding the "CEO Office" - and the Head of Internal Audit. For the General Manager ad interim, the data are reported pro-rata for the period in which the position was held. The data related to the other executives with strategic responsibilities are reported pro quota and, for comparability purposes, correspond to ca. 11.4 Full Time Equivalents (FTEs).
The overall compensation paid by UniCredit S.p.A. for 2021 to the Board of Directors and to the Board of Statutory Auditors amounts respectively to € 5,166,920 and € 917,465.
The "Fair value of equity compensation" (column 7) does not represent a value actually paid to/gained by the beneficiaries of equity plans, being instead the cost that the Company is booking - on an accrual basis and during the vesting period - in consideration of the provision of incentives based on financial instruments. More details on such plans are provided at the following Table 2 and Table 3A.
The value reported in column 8 ("Severance indemnity for end of office or termination of employment") refers to the amounts that were defined upon termination of the employment relationship of former executives with strategic responsibilities, which took place in compliance with the provisions of the Group's Termination Payments Policy, with deferred payments in cash and shares and subject to malus and claw-back clauses.
TABLE 2: Stock Options assigned to the members of the administrative body, to general managers and other executives with strategic responsibilities
The table is not included because none of the members of the Board of Directors, Board of Statutory Auditors or other managers with strategic responsibilities currently benefit from incentive plans based on stock options. Furthermore, neither the non-executive members of the Board of Directors, nor the members of the Board of Statutory Auditors benefit from any incentive plan, be it based on financial instruments or cash.
TABLE 3A: Incentive plans based on financial instruments other than stock options, in favor of members of the administrative body, general managers and other executives with strategic responsibilities
The table reports the number of shares promised and/or granted in connection with short / long term incentive systems.
With reference to the Group Incentive Systems, the table reports the shares granted / promised in relation to equity deferrals, subject to malus and claw-back clauses. For the plans' features reference is made to the description contained in the Remuneration Report.
The Fair Value represents the cost booked for 2021 in compliance with IFRS2. In such regards it is specified that:
- The value referred to the Chief Executive Officer relates to the 2021 Share Award, for whose characteristics reference should be made to the Remuneration Report, the cost of which was entirely posted in 2021, based on international accounting standards.
- The value referred to the other executives with strategic responsibilities also includes the costs related to the incentives that were kept as "good leavers" by the executives whose employment relationship was terminated during the year and that had to be entirely booked in 2021, based on the international accounting standards.
TABLE 3B: Monetary incentive plans in favor of members of the administrative body, general managers and other executives with strategic responsibilities
Provides the details of all the cash incentives accrued and / or paid during the year in favor of the Chief Executive Officer, the General Manager and the other executives with strategic responsibilities. Neither the non-executive members of the Board of Directors, nor the Statutory Auditors receive any variable compensation. The Chief Executive Officer did not participate into the 2021 annual incentive scheme nor in other plans providing for a cash payment.
The performance achieved in 2021 allowed, according to the Group Incentive System Rules, for a payout of the 2021 annual bonuses, as well as the full payout of the deferred amounts which were subject to verification of access conditions as at December 31, 2021.
Information on the investments held by the members of the administrative and auditing bodies, by general managers and by other executives with strategic responsibilities
Table 1 and Table 2, drafted in compliance with schedule 7-ter, provide the shareholdings in UniCredit or its controlled/ associated companies held, respectively, by the members of the administrative / auditing bodies as well as by other executives with strategic responsibilities.
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| j | |
| (A) | (B) | (C) | (D) | Fixed compensation (1) |
(2) | Variable non-equity (3) |
(4) | (5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surname | Office | Period for which office was held Office expiry | Shareholder Emolument s resolved s' Meeting by the |
reimbursem Lump sum expense ents Attendance tokens |
Italian Civil offices ex sec. 2389 Comp.for specific Code |
Employment fixed salary |
Total | committee Compensati participatio on for n |
and other incentives Bonuses |
sharing Profit compensation |
monetary benefits Non |
remunerati Other on |
||
| Cesare Bisoni | Chair of the Board | 01/01/2021 | 15/04/2021 | 21,575 | 9,000 | 222,945 | 253,521 | |||||||
| Participation Off Site Meeting and other Committees as guest |
3,200 | 3,200 | ||||||||||||
| (I) Compensation in the company preparing the financial statements | 21,575 | 12,200 | 222,945 0 |
0 | 256,721 | 0 | 0 | 0 0 |
0 | |||||
| (II) Compensation from subsidiaries and associates | 0 | |||||||||||||
| (III) Total | 21,575 | 12,200 | 222,945 0 |
0 | 256,721 | 0 | 0 | 0 0 |
0 | |||||
| Pier Carlo Padoan | Member of the Board | 01/01/2021 | 14/04/2021 | 21,370 | 9,000 | 30,370 | 12,261 | |||||||
| Chair of the Board | 15/04/2021 | 31/12/2021 | approv. AR 2023 |
64,356 | 12,000 | 564,189 | 640,545 | |||||||
| Member of Corp. Governance and Nomination Committee |
01/01/2021 | 14/04/2021 | 9,973 | 8,800 | 18,773 | |||||||||
| Participation Off Site Meeting and other Committees as guest |
6,400 | 6,400 | ||||||||||||
| (I) Compensation in the company preparing the financial statements | 95,699 | 36,200 | 564,189 0 |
0 | 696,088 | 0 | 0 | 12,261 0 |
0 | |||||
| (II) Compensation from subsidiaries and associates | 0 | |||||||||||||
| (III) Total | 95,699 | 36,200 | 564,189 0 |
0 | 696,088 | 0 | 0 | 12,261 0 |
0 | |||||
| Lamberto Andreotti | Deputy Vice Chairman of the Board | 01/01/2021 | 31/12/2021 | approv. AR 2023 |
85,726 | 21,000 | 106,726 | |||||||
| Chair of Remuneration Committee | 01/01/2021 | 14/04/2021 | 9,973 | 4,800 | 2,849 | 17,622 | ||||||||
| Chair of Corp. Governance and Nomination Committee |
15/04/2021 | 31/12/2021 | approv. AR 2023 |
25,027 | 6,400 | 7,151 | 38,578 | |||||||
| Participation Off Site Meeting and other Committees as guest |
5,600 | 5,600 | ||||||||||||
| (I) Compensation in the company preparing the financial statements | 120,726 | 37,800 | 10,000 0 |
0 | 168,526 | 0 | 0 | 0 0 |
0 | |||||
| (II) Compensation from subsidiaries and associates | 0 | |||||||||||||
| (III) Total | 120,726 | 37,800 | 10,000 0 |
0 | 168,526 | 0 | 0 | 0 0 |
0 | |||||
| Jean Pierre Mustier | Chief Executive Officer | 01/01/2021 | 10/02/2021 | 8,425 | 4,000 | 45,156 | 82,000 | 139,581 | 0 | 3,016 | ||||
| Participation Off Site Meeting and other Committees as guest |
1,600 | 1,600 | ||||||||||||
| (I) Compensation in the company preparing the financial statements | 8,425 | 5,600 | 45,156 0 |
82,000 | 141,181 | 0 | 0 | 3,016 0 |
0 | |||||
| (II) Compensation from subsidiaries and associates | 0 | |||||||||||||
| (III) Total | 8,425 | 5,600 | 45,156 0 |
82,000 | 141,181 | 0 | 0 | 0 | 0 3,016 |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensati | Variable non-equity compensation |
Severance indemnity |
|||||||||||||||
| Name and surname | Office | Period for which office was held Office expiry | Shareholder Emolument s resolved s' Meeting by the |
Attendance tokens |
reimbursem Lump sum expense ents |
Italian Civil offices ex sec. 2389 Comp.for specific Code |
Employment fixed salary |
Total | committee participatio on for n |
and other incentives Bonuses |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | compensati Fair value of equity on |
termination employmen for end of office or of t |
||
| Andrea Orcel | Chief Executive Officer | 15/04/2021 | 31/12/2021 | approv. AR 2023 |
64,356 | 12,000 | 293,178 | 1,428,205 | 1,797,739 | 0 | 38,464 | 50,624 | 1,886,827 | 4,811,216 | 0 | |||
| Participation Off Site Meeting and other Committees as guest |
2,400 | 2,400 | 2,400 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 64,356 | 14,400 | 0 | 293,178 | 1,428,205 | 1,800,139 | 0 | 0 | 0 | 38,464 | 50,624 | 1,889,227 | 4,811,216 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 64,356 | 14,400 | 0 | 293,178 | 1,428,205 | 1,800,139 | 0 | 0 | 0 | 38,464 | 50,624 | 1,889,227 | 4,811,216 | 0 | ||||
| Mohamed Hamad Al Mehairi |
Member of the Board | 01/01/2021 | 15/04/2021 | 21,575 | 7,000 | 28,575 | 28,575 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
800 | 800 | 800 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 21,575 | 7,800 | 0 | 0 | 0 | 29,375 | 0 | 0 | 0 | 0 | 0 | 29,375 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 21,575 | 7,800 | 0 | 0 | 0 | 29,375 | 0 | 0 | 0 | 0 | 0 | 29,375 | 0 | 0 | ||||
| Sergio Balbinot | Member of the Board | 01/01/2021 | 15/04/2021 | 21,575 | 8,000 | 29,575 | 29,575 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
4,000 | 4,000 | 4,000 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 21,575 | 12,000 | 0 | 0 | 0 | 33,575 | 0 | 0 | 0 | 0 | 0 | 33,575 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 21,575 | 12,000 | 0 | 0 | 0 | 33,575 | 0 | 0 | 0 | 0 | 0 | 33,575 | 0 | 0 | ||||
| Vincenzo Cariello | Member of the Board | 01/01/2021 | 31/12/2021 | approv. AR 2023 |
85,726 | 20,000 | 105,726 | 10,735 | 116,461 | |||||||||
| Member of Related Parties Committee | 01/01/2021 | 31/12/2021 | approv. AR 2023 |
35,000 | 11,200 | 46,200 | 46,200 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
1,600 | 1,600 | 1,600 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 120,726 | 32,800 | 0 | 0 | 0 | 153,526 | 0 | 0 | 0 | 10,735 | 0 | 164,261 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 120,726 | 32,800 | 0 | 0 | 0 | 153,526 | 0 | 0 | 0 | 10,735 | 0 | 164,261 | 0 | 0 |
| (8) | Severance indemnity for end of |
termination employmen office or of t |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (7) | Fair value | compensati of equity on |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
| (6) | Total | 106,726 | 14,773 | 20,247 | 121,260 | 32,227 | 3,200 | 298,433 | 0 | 298,433 | 30,575 | 13,268 | 4,000 | 47,844 | 0 | 47,844 | 76,356 | 38,578 | 31,427 | 2,400 | 148,762 | 0 | 148,762 | |
| (5) | remunerati Other on |
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
| (4) | monetary benefits Non |
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
| (3) | Variable non-equity compensation |
sharing Profit |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
| and other incentives Bonuses |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| (2) | Compensati | committee participatio on for n |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
| Total | 106,726 | 14,773 | 20,247 | 121,260 | 32,227 | 3,200 | 298,433 | 0 | 298,433 | 30,575 | 13,268 | 4,000 | 47,844 | 0 | 47,844 | 76,356 | 38,578 | 31,427 | 2,400 | 148,762 | 0 | 148,762 | ||
| Employment fixed salary |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| (1) | Fixed compensation | Italian Civil offices ex sec. 2389 Comp.for specific Code |
71,507 | 71,507 | 71,507 | 0 | 0 | 7,151 | 7,151 | 7,151 | ||||||||||||||
| reimbursem Lump sum expense ents |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Attendance tokens |
21,000 | 4,800 | 6,000 | 14,000 | 7,200 | 3,200 | 56,200 | 56,200 | 9,000 | 3,200 | 4,000 | 16,200 | 16,200 | 12,000 | 6,400 | 6,400 | 2,400 | 27,200 | 27,200 | |||||
| Shareholder Emolument s resolved s' Meeting by the |
85,726 | 9,973 | 14,247 | 35,753 | 25,027 | 170,726 | 170,726 | 21,575 | 10,068 | 31,644 | 31,644 | 64,356 | 25,027 | 25,027 | 114,411 | 114,411 | ||||||||
| (D) | approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
||||||||||||||||||
| Period for which office was held Office expiry | 31/12/2021 | 14/04/2021 | 14/04/2021 | 31/12/2021 | 31/12/2021 | 15/04/2021 | 15/04/2021 | 31/12/2021 | 31/12/2021 | 31/12/2021 | ||||||||||||||
| (C) | 01/01/2021 | 01/01/2021 | 01/01/2021 | 15/04/2021 | 15/04/2021 | 01/01/2021 | 01/01/2021 | 15/04/2021 | 15/04/2021 | 15/04/2021 | ||||||||||||||
| (B) | Office | Member of the Board | Member of Remuneration Committee | Member of Internal Control and Risks Committee | Chair of Internal Control and Risks Committee | Member of Related Parties Committee | Participation Off Site Meeting and other Committees as guest |
(I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | Member of the Board | Member of Remuneration Committee | Participation Off Site Meeting and other Committees as guest |
(I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | Member of the Board | Chair of Remuneration Committee | Member of Corp. Governance and Nomination Committee |
Participation Off Site Meeting and other Committees as guest |
(I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | |
| (A) | Name and surname | Elena Carletti | Diego De Giorgi | Jayne-Anne Gadhia |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensati | Variable non-equity compensation |
Fair value | Severance indemnity for end of |
||||||||||||||
| Name and surname | Office | Period for which office was held Office expiry | Shareholder Emolument s resolved s' Meeting by the |
Attendance tokens |
reimbursem Lump sum expense ents |
Italian Civil offices ex sec. 2389 Comp.for specific Code |
Employment fixed salary |
Total | committee participatio on for n |
and other incentives Bonuses |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | compensati of equity on |
termination employmen office or of t |
||
| Jeffrey Alan Hedberg | Member of the Board | 15/04/2021 | 31/12/2021 | approv. AR 2023 |
64,356 | 12,000 | 76,356 | 76,356 | ||||||||||
| Member of ESG Committee | 15/04/2021 | 31/12/2021 | approv. AR 2023 |
25,027 | 4,800 | 29,827 | 29,827 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
2,400 | 2,400 | 2,400 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 89,384 | 19,200 | 0 | 0 | 0 | 108,584 | 0 | 0 | 0 | 0 | 0 | 108,584 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 89,384 | 19,200 | 0 | 0 | 0 | 108,584 | 0 | 0 | 0 | 0 | 0 | 108,584 | 0 | 0 | ||||
| Beatriz Lara Bartolomé | Member of the Board | 01/01/2021 | 31/12/2021 | approv. AR 2023 |
85,726 | 20,000 | 105,726 | 105,726 | ||||||||||
| Member of ESG Committee | 15/04/2021 | 31/12/2021 | approv. AR 2023 |
25,027 | 4,800 | 29,827 | 29,827 | |||||||||||
| Participation Off Site Meeting and other Committees as guest |
3,200 | 3,200 | 3,200 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 110,753 | 28,000 | 0 | 0 | 0 | 138,753 | 0 | 0 | 0 | 0 | 0 | 138,753 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 110,753 | 28,000 | 0 | 0 | 0 | 138,753 | 0 | 0 | 0 | 0 | 0 | 138,753 | 0 | 0 | ||||
| Stefano Micossi | Member of the Board | 01/01/2021 | 15/04/2021 | 21,575 | 9,000 | 30,575 | 30,575 | |||||||||||
| Chair of Corp. Governance and Nomination Committee |
01/01/2021 | 15/04/2021 | 10,068 | 8,000 | 2,877 | 20,945 | 20,945 | |||||||||||
| Member of Related Parties Committee | 01/01/2021 | 15/04/2021 | 10,068 | 3,200 | 13,268 | 13,268 | ||||||||||||
| Participation Off Site Meeting and other Committees as guest |
800 | 800 | 800 | |||||||||||||||
| (I) Compensation in the company preparing the financial statements | 41,712 | 21,000 | 0 | 2,877 | 0 | 65,589 | 0 | 0 | 0 | 0 | 0 | 65,589 | 0 | 0 | ||||
| (II) Compensation from subsidiaries and associates | 0 | 0 | ||||||||||||||||
| (III) Total | 41,712 | 21,000 | 0 | 2,877 | 0 | 65,589 | 0 | 0 | 0 | 0 | 0 | 65,589 | 0 | 0 | ||||
| (A) | Name and surname | Renate Wagner | Alexander Wolfgring | TOTAL BOARD OF | DIRECTORS | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (B) | Office | Member of the Board | Member of Remuneration Committee | Participation Off Site Meeting and other Committees as guest |
(I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | Member of the Board | Chair of Internal Control and Risks Committee | Member of Internal Control and Risks Committee | Member of Membro del Corp. Governance and Nomination Committee |
Participation Off Site Meeting and other Committees as guest |
(I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | (I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | ||
| (C) | 15/04/2021 | 15/04/2021 | 01/01/2021 | 01/01/2021 | 15/04/2021 | 01/01/2021 | |||||||||||||
| Period for which office was held Office expiry | 31/12/2021 | 31/12/2021 | 31/12/2021 | 14/04/2021 | 31/12/2021 | 31/12/2021 | |||||||||||||
| (D) | approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
approv. AR 2023 |
||||||||||||||
| Shareholder Emolument s resolved s' Meeting by the |
64,356 | 25,027 | 89,384 | 89,384 | 85,726 | 14,247 | 35,753 | 35,000 | 170,726 | 170,726 | 1,724,233 | 0 | |||||||
| Attendance tokens |
12,000 | 6,400 | 2,400 | 20,800 | 20,800 | 21,000 | 6,000 | 14,000 | 15,200 | 3,200 | 59,400 | 59,400 | 544,000 | 0 | |||||
| Fixed compensation | reimbursem Lump sum expense ents |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
| (1) | Italian Civil offices ex sec. 2389 Comp.for specific Code |
0 | 0 | 28,493 | 28,493 | 28,493 | 1,262,647 | 0 | |||||||||||
| Employment fixed salary |
0 | 0 | 0 | 0 | 1,510,205 | 0 | |||||||||||||
| Total | 76,356 | 31,427 | 2,400 | 110,184 | 0 | 110,184 | 106,726 | 48,740 | 49,753 | 50,200 | 3,200 | 258,619 | 0 | 258,619 | 5,041,085 | 0 | |||
| (2) | Compensati | committee participatio on for n |
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| (3) | Variable non-equity compensation |
and other incentives Bonuses |
0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| sharing Profit |
0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| (4) | monetary benefits Non |
0 | 0 | 10,735 | 10,735 | 10,735 | 75,212 | 0 | |||||||||||
| (5) | remunerati Other on |
0 | 0 | 0 | 0 | 50,624 | 0 | 50,624 | |||||||||||
| (6) | Total | 76,356 | 31,427 | 2,400 | 110,184 | 0 | 110,184 | 117,461 | 48,740 | 49,753 | 50,200 | 3,200 | 269,355 | 0 | 269,355 | 5,166,920 | 0 | 5,166,920 | |
| (7) | Fair value | compensati of equity on |
0 | 0 | 0 | 0 | 4,811,216 | 0 | 4,811,216 | ||||||||||
| (8) | Severance indemnity for end of |
termination employmen office or of t |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (D) (C) |
Shareholder Emolument s resolved s' Meeting by the Period for which office was held Office expiry Office |
170,000 approv. AR 2021 31/12021 01/01/2021 Chairman Board Statutory Auditors |
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites | 170,000 (I) Compensation in the company preparing the financial statements |
(II) Compensation from subsidiaries and associates | 170,000 | 125,000 approv. AR 2021 31/12021 01/01/2021 Standing Auditor |
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites | 125,000 (I) Compensation in the company preparing the financial statements |
(II) Compensation from subsidiaries and associates | 125,000 | 125,000 approv. AR 2021 31/12021 01/01/2021 Standing Auditor |
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites | 125,000 (I) Compensation in the company preparing the financial statements |
(II) Compensation from subsidiaries and associates | 125,000 | 125,000 approv. AR 2021 31/12021 01/01/2021 Standing Auditor |
Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites | 125,000 (I) Compensation in the company preparing the financial statements |
32,000 (II) Compensation from subsidiaries and associates |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | Fixed compensation | Total Employment fixed salary Italian Civil offices ex sec. 2389 Comp.for specific Code reimbursem Lump sum expense ents Attendance tokens |
49,600 | 0 0 0 49,600 |
0 0 0 49,600 |
38,800 | 0 0 0 38,800 |
0 0 0 38,800 |
36,000 | 0 0 0 36,000 |
0 0 0 36,000 |
35,200 | 0 0 0 35,200 |
|||||||||
| (3) (2) |
Variable non-equity compensation Compensati |
sharing Profit and other incentives Bonuses committee participatio on for n |
219,600 | 0 | 0 0 0 219,600 |
0 | 0 0 0 219,600 |
163,800 | 0 | 0 0 0 163,800 |
0 | 0 0 0 163,800 |
161,000 | 0 | 0 0 0 161,000 |
0 | 0 0 0 161,000 |
160,200 | 0 | 0 0 0 160,200 |
32,000 | |
| (5) (4) |
remunerati Other on monetary benefits Non |
10,293 | 0 10,293 |
0 10,293 |
10,293 | 0 10,293 |
0 10,293 |
10,293 | 0 10,293 |
0 10,293 |
10,293 | 0 10,293 |
||||||||||
| (8) (7) (6) |
Severance indemnity for end of Fair value |
termination employmen office or of t compensati of equity on Total |
229,893 | 0 | 0 0 229,893 |
0 | 0 0 229,893 |
174,093 | 0 | 0 0 174,093 |
0 | 0 0 174,093 |
171,293 | 0 | 0 0 171,293 |
0 | 0 0 171,293 |
170,493 | 0 | 0 0 170,493 |
32,000 |
| (8) | Severance indemnity for end of |
termination employmen office or of t |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (7) | Fair value | compensati of equity on |
|||||||||
| (6) | Total | 171,693 | 0 | 171,693 | 15,000 | 186,693 | 917,465 | 47,000 | 964,465 | ||
| (5) | remunerati Other on |
0 | 0 | 0 | 0 | 0 | |||||
| (4) | monetary benefits Non |
10,293 | 10,293 | 10,293 | 51,465 | 0 | 51,465 | ||||
| sharing Profit |
0 | 0 | 0 | 0 | 0 | ||||||
| (3) | Variable non-equity compensation |
and other incentives Bonuses |
0 | 0 | 0 | 0 | 0 | ||||
| (2) | Compensati | committee participatio on for n |
0 | 0 | 0 | 0 | 0 | ||||
| Total | 161,400 | 0 | 161,400 | 15,000 | 176,400 | 866,000 | 47,000 | 913,000 | |||
| Employment fixed salary |
0 | 0 | 0 | 0 | 0 | ||||||
| Italian Civil offices ex sec. 2389 Comp.for specific Code |
0 | 0 | 0 | 0 | 0 | ||||||
| (1) | Fixed compensation | reimbursem Lump sum expense ents |
0 | 0 | 0 | 0 | 0 | ||||
| Attendance tokens |
36,400 | 36,400 | 36,400 | 196,000 | 0 | 196,000 | |||||
| Shareholder Emolument s resolved s' Meeting by the |
125,000 | 125,000 | 15,000 | 140,000 | 670,000 | 47,000 | 717,000 | ||||
| (D) | approv. AR 2021 |
||||||||||
| 31/12021 | |||||||||||
| (C) | Period for which office was held Office expiry | 01/01/2021 | |||||||||
| (B) | Office | Standing Auditor | Attendance meetings of the Board, Internal Controls and Risks Committee, Off Sites | (I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | (I) Compensation in the company preparing the financial statements | (II) Compensation from subsidiaries and associates | (III) Total | ||
| (A) | Name and surname | Guido Paolucci | TOTAL BOARD OF | STATUTORY | AUDITORS |
| (A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed compensation | Compensati | Variable non-equity compensation |
Fair value | Severance indemnity for end of |
||||||||||||||
| Name and surname | Office | Period for which office was held Office expiry | Shareholder Emolument s resolved s' Meeting by the |
Attendance tokens |
reimbursem Lump sum expense ents |
Italian Civil offices ex sec. 2389 Comp.for specific Code |
Employment fixed salary |
Total | committee participatio on for n |
and other incentives Bonuses |
sharing Profit |
monetary benefits Non |
remunerati Other on |
Total | compensati of equity on |
termination employmen office or of t |
||
| Ranieri de Marchis | General Manager | 11/02/2021 | 14/04/2021 | 288,082 | 288,082 | 30,378 | 29,469 | 0 | 347,930 | 107,897 | ||||||||
| (I) Compensation in the company preparing the financial statements | 288,082 | 288,082 | 30,378 | 29,469 | 347,930 | 107,897 | ||||||||||||
| (II) Compensation from subsidiaries and associates | ||||||||||||||||||
| (III) Total | 288,082 | 288,082 | 30,378 | 29,469 | 347,930 | 107,897 | ||||||||||||
| Other Executives with | (I) Compensation in the company preparing the financial statements | 9,318,881 | 9,318,881 | 2,799,294 | 491,123 | 212,091 | 12,821,389 | 7,867,377 | 14,725,582 | |||||||||
| Responsibilities Strategic |
(II) Compensation from subsidiaries and associates | 0 | 0 | |||||||||||||||
| (total 11.4 FTEs) | (III) Total | 9,318,881 | 9,318,881 | 2,799,294 | 491,123 | 212,091 | 12,821,389 | 7,867,377 | 14,725,582 |
| Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-bis | TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of members of the administrative body, general managers and other executives with strategic responsibilities | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial instruments assigned during previous years and not vested during the year |
Financial instruments assigned during the year | vested during the year and instruments not assigned Financial |
Financial instruments vested during the year and asignable |
||||||||||
| A | B | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | |
| Name and surname | Office | Plan | type of financial Number and instruments |
Vesting period | type of financial Number and instruments |
Fair val. on assign. date |
Vesting period | Assignment date |
Market price assignment upon |
Number and instruments financial type of |
Number and instruments financial type of |
maturity date Value on |
|
| Other Executives with Strategic Responsibilities |
|||||||||||||
| (I) Compensation in company preparing |
n. 13 executive | GIS 2015 | 0 | - | 0 | - | - | - | - | 0 | 45,077 | 409,076 | |
| financial statements | n. 10 executive | GIS 2016 | 39,568 | 100% 31/12/2021 | 0 | - | - | - | - | 0 | 39,951 | 362,410 | |
| n. 11 executive | LTI2017/2019 | 946,815 | 60% 31/12/2023 40% 31/12/2021 |
0 | - | - | - | - | 0 | 0 | 0 | ||
| n. 12 executive | GIS 2017 | 70,136 | 50% 31/12/2022 50% 31/12/2021 |
0 | - | - | - | - | 0 | 35,278 | 319,875 | ||
| n. 15 executive | GIS 2018 | 175,743 | 33.3% 31/12/2022 33.3% 31/12/2023 33.3% 31/12/2021 |
0 | - | - | - | - | 0 | 112,984 | 1024546 | ||
| n. 15 executive | GIS 2019 | 209,659 | 33.3% 31/12/2022 33.3% 31/12/2023 33.3% 31/12/2024 |
0 | - | - | - | - | 0 | 122,753 | 1113326 | ||
| n. 12 executive | LTI 2020 2023 | 666,368 | 15% - 31/12/2026 15% - 40% - 31/12/2023 15% - 31/12/2024 15% - 31/12/2025 31/12/2027 |
0 | - | - | - | - | 0 | 0 | 0 | ||
| n. 9 executive | GIS 2020 | 142,130 | 20% - 31/12/2024 20% - 31/12/2025 20% - 31/12/2026 40% - 31/12/2021 |
0 | - | - | - | - | 0 | 0 | 0 | ||
| n. 18 executive | GIS 2021 | 0 | - | 249,921 | 3,258,720 | 37,4% - 31/12/2022 20,9% - 31/12/2025 20,9% - 31/12/2026 20,9% - 31/12/2027 |
- | 13.039 | 0 | 0 | 0 | ||
| (II) Compensation from Subsidiaries and Associates |
- | - | - | - | - | - | - | - | - | - | - | ||
| (III) Total | - | 2,250,419 | - | 249,921 | - | - | - | - | 0 | 356,044 | 3,229,233 |
| TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and Other Executives | |
|---|---|
| Consob Issuers' Regulation nr. 11971 - Attachment 3A / Schedule 7-bis | |
| A | B | (1) | (2) | (3) | (4) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Annual Bonus | Previous Years Bonuses | ||||||||
| Name and Surname | Office | Plan | (A) | (B) | ( C ) | (A) | (B) | ( C ) | Other Bonuses |
| Payable / Paid | Deferred | Deferral Period | Non Longer Payable |
Payable / Paid | Still Deferred | ||||
| Ranieri de Marchis | General Manager | from 11/02/2021 to 15/04/2021 | |||||||
| (I) Compensation In The Company Preparing the Financial Statements | Group Incentive System 2017 | - | - | - | - | 17,260 - |
- | ||
| Group Incentive System 2018 | - | - | - | - | 17,260 - |
- | |||
| Group Incentive System 2019 | - | - | - | - | 13,981 | 13,981 | - | ||
| Group Incentive System 2021 | 13,808 | 16,570 | 50% 31.12.2026 50% 31.12.2023 |
- | - | - - |
|||
| (II) Compensation from Subsidiaries and Associates | nn | - | - | - | - | - | - - |
||
| (III) Total | 13,808 | 16,570 | - | - | 13,981 | 48,501 | - | ||
| Altri Dirigenti con Responsabilità Strategiche | |||||||||
| (I) Compensation In The Company Preparing the Financial Statements | Group Incentive System 2015 | - | - | - | - | - | - - |
||
| Group Incentive System 2016 | - | - | - | - | 953,400 | - - |
|||
| Group Incentive System 2017 | - | - | - | - | 1,078,740 - |
- | |||
| Group Incentive System 2018 | - | - | - | - | 7,344 | 985,740 | - | ||
| Group Incentive System 2019 | - | - | - | - | 760,519 | 798,426 | - | ||
| Group Incentive System 2020 | - | - | - | - | 6,384 | 296,961 | - | ||
| Group Incentive System 2021 | 1,322,075 | 1,477,219 | 50% 31.12.2026 50% 31.12.2023 |
- | - | - - |
|||
| (II) Compensation from Subsidiaries and Associates | nn | - | - | - | - | - | - - |
||
| (III) Total | 1,322,075 | 1,477,219 | - | - | 1,727,647 | 3,159,867 | - | ||
| Amounts in Euro |
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers
| Number of Shares | |||||||
|---|---|---|---|---|---|---|---|
| Name and Surname | Office | Investee Company |
Type of Shares |
End of 2020 Held at the (1) |
Acquired | Sold | End of 2021 Held at the (1) |
| BOARD OF DIRECTORS | |||||||
| Cesare Bisoni | Chairman of the Board | UniCredit | ord. | 1,586 | 1,586 | ||
| Jean Pierre Mustier | Chief Executive Officer | UniCredit | ord. | 545,648 | 545,648 | ||
| Elena Carletti | Director | UniCredit | ord. | 808 | 808 | ||
BOARD OF STATUTORY AUDITORS
| Guido Paolucci | Auditor | ord. UniCredit |
319 | 319 | ||
|---|---|---|---|---|---|---|
| GENERAL MANAGERS | ||||||
| Ranieri de Marchis | General Manager | ord. UniCredit |
64,354 | (2) 26,083 |
(3) 11,215 |
79,222 |
(1) Or start / end date of appointment if different from indicated period
(2) Resulting from the granting in 2021 of free ordinary shares under the Group Incentive Schemes
(3) Sold within Group Share Netting / Share Cashing processes
Consob Issuers Regulation nr. 11971 - Annex 3A / Schedule 7-ter TABLE 2: Investments of Other Executives with Strategic Responsibilities
| Number of Shares | ||||||
|---|---|---|---|---|---|---|
| Number of Executives with Strategic Responsibilities |
Investee Company |
Type of Share |
End of 2020 Held at the (1) |
Acquired | Sold | End of 2021 Held at the (1) |
| 14 | UniCredit | ord. | 567,581 | (2) 255,065 |
(3) 168,499 |
654,147 |
(1) Or start / end date of appointment if different from indicated period
(2) Resulting from the granting in 2021 of free ordinary shares under the Group Incentive Schemes (3) Sold within Group Share Netting / Share Cashing processes
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