IGD’s remuneration policy

The Remuneration Policy adopted by IGD is designed to attract, retain and motivate a highly professional  management team, capable of running the company successfully.

More in detail, the remuneration of the Chief Executive Officer, Directors holding special offices, the Chief
Operating Officer and the Managers with Strategic Responsibilities aims to:

  • to involve and incentivise the management deemed key to achieving the Company’s (and the Group to which it belongs) targets;
  • to promote the medium/long term creation of value for shareholders;
  • to create a strong link between remuneration and performance, both individual and group.

For the other Directors, the Remuneration Policy takes into account the commitment required by each of them and their participation, if any, in one or more committees and it is not linked in any way to the economic results achieved by IGD.

The Shareholders’ Meeting held on 1 June 2018 approved the first section of the Remuneration Policy, already approved by the Board of Directors on 22 february 2018, concerning the remuneration of the Chief Executive Officer, Directors holding special offices, the Chief Operating Officer and the Managers with Strategic Responsibilities for 2018.

 

Compensation

CHAIRMAN

The total compensation of the Chairman is made up of:

  • a fixed compensation equal to 20,000.00 Euros for the role of Director, as resolved by the Shareholders’ Meeting on 1 June 2018;
  • a fixed compensation equal to 75,000.00 Euros for the office of Chairman, as resolved by the Board of Directors on 6 June 2018.

 

VICE CHAIRMAN

The total compensation of the Vice Chairman is made up of:

  • a fixed compensation equal to 20,000.00 Euros for the role of Director, as resolved by the Shareholders’ Meeting on 1 June 2018;
  • a fixed compensation equal to 25,000.00 Euros for the office of Vice Chairman, as resolved by the Board of Directors on 6 June 2018.

 

CHIEF EXECUTIVE OFFICER

The remuneration of the Chief Executive Officer is made up of:

1. A fixed component made up as follows:

  • a compensation equal to 20,000.00 Euros for the role of Director, as resolved by the Shareholders’ Meeting on 1 June 2018;
  • a compensation equal to 300,000.00 Euros for the office of Chief Executive Officer, as resolved by the Board of Directors on 6 June 2018 based on the proposal of the Compensation and Nomination Committee.

2. A variable component made up as follows:

(i) 75% of which is made up of a short term variable component, tied to the achievement of annual performance targets;

 (ii 25% of which is made up of a medium-long term cash incentive instrument (so-called Long Term Incentive Plan or “LTIP”)

Based on the Policy, the total variable compensation payable to the Chief Executive Officer may not exceed 50% of the fixed salary determined by the Board of Directors. More in detail, (i) the short term variable component many not exceed 37.5% of the yearly fixed salary, and (ii) the medium-long term component may not exceed 12.5% of the fixed salary received by the Chief Executive Officer in the two-year period in question.

Variable compensation of the CEO (in %)

MANAGERS WITH STRATEGIC RESPONSIBILITIES

The Remuneration Policy for the Chief Operating Officer and the Managers with strategic responsibilities is made up as follows:

  • fixed gross annual salary as provided for in the individual contract signed by Managers with strategic responsibilities, in compliance with the national contract for managers of cooperative enterprises, which governs the employment relationship;
  • a variable component which is subject to having reached specific performance targets.

In particular, the variable remuneration component of the Chief Operating Officer and the Managers with strategic responsibilities is made up as follows:

(i) 90% is made up of a short term variable component, tied to the achievement of annual performance targets;

(ii) 10% is made up of the LTIP Plan, with a two-year duration, which is subject to having reached a two-year performance target identified in accordance with the LTIP Plan regulations.

The Nominations and Compensation Committee must verify if the two-year targets above have been reached or not subsequent to the date on which the Company’s Board of Directors has approved the draft separate and consolidated financial statements for 2018.

The payment of the variable component must be deferred for an appropriate period of time with respect to its vesting.

Compensation paid to BoD and Boad of Statutory Auditors member, to Chief Operating Officer and to Managers with strategic responsibilities in 2017

NameRoleIn office untilFixed compensationCompensation for participation in committees

Board of Directors

Elio GasperoniChairman of BoD from 19/04/2017 to 31/12/2017 Director from 01/01/2017 to 31/12/2017Shareholders meeting for the approval of 2017 Financial Statements€69,308-
Fernando PellegriniVice ChairmanShareholders meeting for the approval of 2017 Financial Statements€66,500-
Claudio AlbertiniChief Executive OfficerShareholders meeting for the approval of 2017 Financial Statements€266,500 (plus variable compensation)-
Aristide CanosaniDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500-
Gilbero CoffariChairman of BoD from 01/01/2017 to 12/04/2017 Director from 01/01/2017 to 31/12/2017Shareholders meeting for the approval of 2017 Financial Statements€37,750-
Elisabetta GualandriDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500€15,750
Milva CarlettiDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500€3,750
Rossella SaoncellaDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500€8,000
Andrea ParentiDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500€3,750
Livia SalviniDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500€8,000
Luca Dondi Dall'OrologioDirectorShareholders meeting for the approval of 2017 Financial Statements€16,500-
Matthew David LentzDirector from 01/01/2017 to 14/06/2017Shareholders meeting for the approval of 2017 Financial Statements€7,458.9
Matteo CidonioDirector from 04/08/2017 to 31/12/2017Shareholders meeting for the approval of 2017 Financial Statements€6,780.82-

Board of Statutory Auditors

Anna Maria AllieviChairmanShareholders meeting for the approval of 2017 Financial Statements€24,750-
Pasquina CorsiStanding AuditorShareholders meeting for the approval of 2017 Financial Statements€16,500-
Roberto ChiusoliStanding AuditorShareholders meeting for the approval of 2017 Financial Statements€16,500-

Daniele Cabuli

Chief Operating Officer-€170,934 (plus variable compensation)-

Managers with strategic responsibilities (No. 3)

--€445,977.3 (plus variable compensation)-

The Company does not have any share based incentive plans (stock options).