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:
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.
CHAIRMAN
The total compensation of the Chairman is made up of:
VICE CHAIRMAN
The total compensation of the Vice Chairman is made up of:
CHIEF EXECUTIVE OFFICER
The remuneration of the Chief Executive Officer is made up of:
1. A fixed component made up as follows:
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.
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:
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.
| Name | Role | In office until | Fixed compensation | Compensation for participation in committees |
|---|---|---|---|---|
Board of Directors | ||||
| Elio Gasperoni | Chairman | Shareholders meeting for the approval of 2020 Financial Statements | €95,000 | - |
| Claudio Albertini | Chief Executive Officer | Shareholders meeting for the approval of 2020 Financial Statements | €320,000 (plus variable compensation) | - |
| Rossella Saoncella | Vice Chairman,Director and Chairman of the CNC | Shareholders meeting for the approval of 2020 Financial Statemens | €45,000 | €3,750 |
| Luca Dondi Dall'Orologio | Director, member of the RCC and Chairman of the RPC | Shareholders meeting for approval of 2020 Financial Statements | €20,000 | €9,500 |
| Elisabetta Gualandri | Director and Chairman of the RCC | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | €12,000 |
| Sergio Lugaresi | Director and member of the RCC | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | €8,000 |
| Gian Maria Menabò | Director | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | - |
| Livia Salvini | Director and member of the CNC and RPC | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | €4,500 |
| Timothy Guy Michele Santini | Director and member of the CNC | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | €3,750 |
| Alessia Savino | Director | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | - |
| Eric Jean Veron | Director and member of the RPC | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | €1,500 |
Board of Statutory Auditors | ||||
| Anna Maria Allievi | Chairman | Shareholders meeting for the approval of 2020 Financial Statements | €30,000 | - |
| Roberto Chiusoli | Standing Auditor | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | - |
| Daniela Preite | Standing Auditor | Shareholders meeting for the approval of 2020 Financial Statements | €20,000 | - |
Daniele Cabuli | Chief Operating Officer | - | €187,664.86 (plus variable compensation) | - |
Managers with strategic responsibilities (No. 4) | - | - | €546,640.63 (plus variable compensation) | - |
The Company does not have any share based incentive plans (stock options).
