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:

  • attract, motivate and retain highly qualified professional managers;
  • 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 10 April 2019 approved the first section of the Remuneration Policy, already approved by the Board of Directors on 26 February 2019, concerning the remuneration of the Chief Executive Officer, Directors holding special offices, the Chief Operating Officer and the Managers with Strategic Responsibilities for 2019.

 

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 athree-year cash incentive instrument (so-called Long Term Incentive Plan or “LTIP”), tied to the achievement of the three-year economic-financial results found in the Strategic Plan 2019-2021

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 three-year period in question.

Variable compensation of the CEO (in %)

CHIEF OPERATING OFFICER AND 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) 75% is made up of a short term variable component, tied to the achievement of annual performance targets;

(ii) 25% is made up of the LTIP Plan, with a three-year duration, which is subject to having reached the three-year economic-financial targets found in the Strategic Plan 2019-2021.

The Nominations and Compensation Committee must verify if the three-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 2021.

Based on the Compensation Policy, the total variable compensation payable to the Chief Operating Officer and the Managers with Strategic Responsibilities may not exceed 40% of the fixed annual salary. More in detail,  (i) the short term variable component many not exceed 30% of the gross yearly fixed salary received by the executive at 31 December of the year prior to the one in which the variable compensation is to be paid, and (ii) the medium-long term component may not exceed 10% of the gross annual fixed salary received by the executive in the three years prior to the one in which the variable compensation is to be paid.

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 2018

NameRoleIn office untilFixed compensationCompensation for participation in committees

Board of Directors

Elio GasperoniChairman Shareholders meeting for the approval of 2020 Financial Statements€93,552.06-
Claudio AlbertiniChief Executive OfficerShareholders meeting for the approval of 2020 Financial Statements€293,803 (plus variable compensation)-
Rossella SaoncellaDirector from 01/01/2018 to 31/12/2018 Vice Chairman from 06/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statemens32,867.125,581.51
Luca Dondi Dall'OrologioDirectorShareholders meeting for approval of 2020 Financial Statements18,552.068,330.82
Elisabetta GualandriDirectorShareholders meeting for the approval of 2020 Financial Statements€18,552.06€14,250
Sergio LugaresiDirector from 01/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statements€11,726.03€3,7504,580.82
Gian Maria MenabòDirector from 01/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statements11,726.03
Livia SalviniDirectorShareholders meeting for the approval of 2020 Financial Statements€18,552.06€8,581.51
Timothy Guy Michele SantiniDirector from 01/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statements11,726.032,250
Alessia SavinoDirector from 01/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statements11,726.03
Eric Jean VeronDirector from 01/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statements11,726.033,000
Fernando PellegriniVice Chairman from 01/01/2018 to 31/05/2018Ended27,510.96
Aristide CanosaniDirector from 01/01/2018 to 31/05/2018Ended6,826.03
Leonardo CaporioniDirector from 01/01/2018 to 31/05/2018Ended6,826.03
Milva CarlettiDirector from 01/01/2018 to 31/05/2018Ended 6,826.03 2,250
Matteo CidonioDirector from 01/01/2018 to 31/05/2018Ended€6,826.03-
Gilberto CoffariDirector from 01/01/2018 to 31/05/2018Ended6,826.03
Andrea ParentiDirector from 01/01/2018 to 31/05/2018Ended6,826.032,250

Board of Statutory Auditors

Anna Maria AllieviChairmanShareholders meeting for the approval of 2020 Financial Statements€27,901.54-
Roberto ChiusoliStanding AuditorShareholders meeting for the approval of 2020 Financial Statements€18,552.06-
Daniela PreiteStanding Auditor from 01/06/2018 to 31/12/2018Shareholders meeting for the approval of 2020 Financial Statements11,726.03
Pasquina CorsiStanding Auditor from 01/01/2018 to 31/05/2018Ended6,826.03

Daniele Cabuli

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

Managers with strategic responsibilities (No. 4)

--€548,940.94 (plus variable compensation)-

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

 

/Read our newsletter to know more