IGD’s remuneration policy

The Remuneration Policy adopted by IGD is a function of the Company’s sustainable success and takes into account the need to attract, retain and motivate the people who possess the expertise and professional standing that the role held requires.

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, taking into account the interest of all the Company’s relevant stakeholders;
  • 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.

During the Ordinary Annual General Meeting shareholders approved the first section of the Report on Remuneration and the Compensation Paid, already approved by the Board of Directors held on 25 February 2021, concerning IGD’s policy with respect to the compensation of the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities for 2021.

During the Ordinary Annual General Meeting shareholders also resolved in favor of the second section of the Report on Remuneration and the Compensation Paid, which contains information about the compensation paid to the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities (shown as an aggregate) in 2020 or related to same; this section is subject to the non-binding resolution of the ordinary Shareholders’ Meeting.

 

Compensation

CHAIRMAN

The Chairman’s remuneration is not tied to the Company’s economic results and, therefore, is comprised solely of a fixed component made up of:

  • a yearly gross salary of €20,000.00 for acting as a member of the Board of Directors for the period 1 January 2020 and 31 December 2020, as resolved during the Shareholders’ Meeting held on 1 June 2018, as well as;
  • a yearly gross compensation of €75,000.00 for acting as Chairman during the period 1 January 2020 – 31 December 2020, as resolved during the Board of Directors meetings held on 6 June 2018.

 

VICE CHAIRMAN

The Vice Chairman’s remuneration is not tied to the Company’s economic results and, therefore, is comprised solely of a fixed component made up of:

  • a yearly gross salary of €20,000.00 for acting as a member of the Board of Directors for the period 1 January 2020 and 31 December 2020, as resolved during the Shareholders’ Meeting held on 1 June 2018;
  • a compensation of €25,000,00 for acting as Vice Chairman paid for the period 1 January 2020 and 31 December 2020, as resolved during the Board of Directors meeting held 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 yearly gross salary of €20,000.00 for acting as a member of the Board of Directors for the period 1 January 2020 and 31 December 2020, as resolved during the Shareholders’ Meeting held on 1 June 2018;
  • a yearly gross salary of €300,000.00 for acting as Chief Executive Officer for the period 1 January 2020 and 31 December 2020, as resolved during the Board of Directors
    meeting held on 6 June 2018.

2. A variable component, linked to achieving certain performance targets by IGD, made up as follows:

  • a short term variable component: equal to 75% of the total variable compensation – set at a maximum of 37.5% of the fixed remuneration determined by the Board of Directors. Payment of this bonus is subject to achieving predetermined performance targets: 25% of the short term variable compensation is linked to the consolidated EBITDA margin with a margin of plus or minus 1% with respect to the budget and 25% to the earnings per share with an increase versus the prior year, like-for-like excluding treasury shares, between 5% and plus 5%. The remaining 25% of the short-term variable component is linked to the achievement of individual performance targets, such as drafting of a training and coaching plan focused on implementing the recommendations made in the succession plan (12.5% of the variable component) and improvement, with respect to the prior year, in the ESG rating provided by at least 2 independent agencies (12.5% of the variable component);
  • a medium-long term variable component: provided in the 2019-2021 LTIP (Long-Term Incentive Plan), it represent the 25% of the total variable compensation – set at a maximum of 12.5% of the fixed remuneration determined by the Board of Directors. Payment of this bonus is tied to achieving the three-year economic-financial targets found in the Strategic Plan 2019-2021 (each of which accounts for 50% of the bonus), namely the Loan to Value must be maintained below 45% and cumulative FFO must amount to €258 million;
  • Lastly an over-performance incentive, equal to 5% of the fixed compensation, will be paid if the Loan to Value called for in the Strategic Plan 2019 – 2021 is below 43% at
    the end of 2021.

Variable components of the CEO's remuneration (%)

CHIEF OPERATING OFFICER AND MANAGERS WITH STRATEGIC RESPONSIBILITIES

The Remuneration Policy for the Chief Operating Officer and the Managers with Strategic Responsibilities (Director of Administration and Legal and Corporate Affairs, the Director of the
Asset Management, Development and Network Management, the Director of Finance Division, and the Director of Planning, Control and Investor Relations) is made up as follows:

  • a fixed component which comprises the FAR (Fixed Annual Remuneration) called for in the individual contract signed by the Company and the Chief Operating Officer and the Managers with Strategic Responsibilities which is line with the national labor contract for managers of cooperative businesses that governs the employment relationship;
  • non-cash benefits as provided in the national labor contract for managers of cooperative businesses in terms of supplementary assistance;
  • a short term variable component for 75% of the total variable compensation, which may not exceed 30% of the FAR received at 31 December of the year prior to the one in which the variable compensation is to be paid, tied to reaching yearly performance targets which include: Core business consolidated EBITDA margin with a margin of plus or minus 1% with respect to the budget approved (20% of the variable component), earnings per share with an increase versus the prior year, like-for-like excluding treasury shares, of plus or minus 5% (5% of the variable component), for up to a maximum of 50% of the variable component, to two or more individual performance targets, to be defined annually by the CEO and/or the Chief Operating Officer, on the basis of the Company’s organizational structure, the work done by each manager, the strategic projects in which he/she is involved and the level of responsibility;
  • a medium-long term variable component: provided in the 2019-2021 LTIP (Long-Term Incentive Plan), it represent the 25% of the total variable compensation – set at a maximum of 12.5% of the fixed remuneration determined by the Board of Directors. Payment of this bonus is tied to achieving the three-year economic-financial targets found in the Strategic Plan 2019-2021 (each of which accounts for 50% of the bonus), namely the Loan to Value must be maintained below 45% and cumulative FFO must amount to €258 million;
  • Lastly an over-performance incentive, equal to 5% of the fixed compensation, will be paid if the Loan to Value called for in the Strategic Plan 2019 – 2021 is below 43% at the end of 2021.

Each year the Nominations and Compensation Committee must verify if the performance targets 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 the year. The results of this verification, which is typically carried out in April of the following year, will be approved by the Board of Directors during the next meeting held. Each year the Nominations and Compensation Committee must also verify if the three-year performance targets 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.

The payment of the variable component will be deferred for an appropriate period of time with respect to its vesting. IGD’s practice is to pay the variable compensation at the end of the first six month period subsequent to the end of the vesting period.

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

Compensation paid to BoD and Boad of Statutory Auditors member, to Chief Operating Officer and to Managers with strategic responsibilities in 2020

NameRoleFixed compensationCompensation for participation in committeesBonuses and other incentivesNon-cash benefitsTotal

Board of Directors

Elio GasperoniChairman €95,000---€95,000
Claudio AlbertiniChief Executive Officer€320,000-€150,000-€470,000
Rossella SaoncellaVice Chairman,Director and
Chairman of the CNC
€45,000€3,750--€48,750
Luca Dondi Dall'OrologioDirector,
member of the RCC and
Chairman of the RPC
€20,000€9,500--€29,500
Elisabetta GualandriDirector and
Chairman of the RCC
€20,000€12,000--€32,000
Sergio LugaresiDirector and
member of the RCC
€14,972€5,989--€20,961
Gian Maria MenabòDirector€20,000---€20,000
Livia SalviniDirector and
member of the CNC and RPC
€20,000€5,250--€25,250
Timothy Guy Michele SantiniDirector and member of the CNC€20,000€3,750--€23,750
Alessia SavinoDirector€20,000---€20,000
Eric Jean VeronDirector and
member of the RPC
€20,000€1,500--€21,500
Isabella LandiDirector and member of RCC€3,114€1,245--€4,360

Board of Statutory Auditors

Anna Maria AllieviChairman€30,000---€30,000
Roberto ChiusoliStanding Auditor€20,000---€20,000
Daniela PreiteStanding Auditor€20,000---€20,000

Daniele Cabuli

Chief Operating Officer€190,522-€28,035€20,529€239,086

Managers with strategic responsibilities (No. 4)

-€559,764-€80,854€64,069€704,688

 

 

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