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 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 24 February 2022, 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 2022.

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 2021 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, as resolved during the Shareholders’ Meeting held on 15 April 2021, as well as;
  • a yearly gross compensation of €75,000.00 for acting as Chairman, as resolved during the Board of Directors meetings held on 20 April 2021.

No termination allowances will be recognized in the event
the Chairship is terminated.

 

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, as resolved during the Shareholders’ Meeting held on 15 April 2021;
  • a compensation of €25,000,00 for acting as Vice Chairman paid, as resolved during the Board of Directors meeting held on 20 April 2021.

No termination allowances will be recognized in the event
the Vice Chairship is terminated.

 

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, as resolved during the Shareholders’ Meeting held on 15 April 2021;
  • a yearly gross salary of €300,000.00 for acting as Chief Executive Officer, as resolved during the Board of Directors
    meeting held on 20 April 2021.

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

  • a short term variable component: equal to 65% of the total variable compensation – set at a maximum of 32.5% of the fixed remuneration determined by the Board of Directors.
    • Payment of this bonus is subject to achieving predetermined yearly performance targets:
      • core business consolidated EBITDA margin with a
        margin of plus or minus 100 bps with respect to the budget (22.5% of the variable component);
      • consolidated FFO with a margin of plus or minus 2% with respect to the budget (22.5% of
        the variable component);
    • and individual performance targets:
      • improvement, with respect to the prior year, in two
        unsolicited ESG ratings from independent agencies, for 15% of the variable component.
      • overall improvement, with respect to the prior year, in the scores received by sections 7 (Strategy and goals) and 8 (risk control and management) of the annual Board Review approved by IGD’s Board of Directors, for 5% of the variable component.
  • a medium-long term variable component: provided in the three-year Long-Term Incentive Plan, it represent the 35% of the total variable compensation – set at a maximum of 17.5% of the fixed remuneration determined by the Board of Directors. Payment of this bonus is tied to achieving the three-year economic-financial and ESG targets found in the Business Plan 2022-2024, namely:
    • Loan to Value of 43%, with a margin of plus or minus 2%, for 12.5% of the variable component;
    • Minimum Total Shareholder Return of 50%, for 12.5% of the variable component;
    • Average degree to which the 41 ESG targets in the
      2022-2024 Business Plan have been achieved above
      85%, for 10% of the variable component
  • Lastly an over-performance incentive, equal to 10% of the fixed compensation, will be paid if the Loan to Value called for at the end of the 2022 – 2024 Business Plan is below 40%, with a margin of +-2%.

Variable components of the CEO's remuneration (%)

MANAGERS WITH STRATEGIC RESPONSIBILITIES

The Remuneration Policy for the Managers with Strategic Responsibilities is made up as follows:

  • a fixed component which comprises the FAR (Fixed Annual Remuneration) called for in the individual contract signed with IGD, which is line with the national labor contract for managers of cooperative businesses that governs the employment relationship;
  • a short term variable component for 65% 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 100 bps with respect to the budget (22.5% of the variable component);
    • consolidated FFO with a margin of plus or minus 2% with respect to the budget (22.5% of the variable component);
    • two or more individual performance targets, defined by the Chief Executive Officer, based on the Company’s organizational structure, the duties of each Manager, the strategic projects in which the Director is involved and the level of responsibility, for 20% of the variable component.
  • a medium-long term variable component: provided in the three-year Long-Term Incentive Plan, it represent the 35% of the total variable compensation – set at a maximum of 17.5% of the fixed remuneration determined by the Board of Directors. Payment of this bonus is tied to achieving the three-year economic-financial and ESG targets found in the Business Plan 2022-2024, namely:
    • Loan to Value of 43%, with a margin of plus or minus 2%, for 12.5% of the variable component;
    • Minimum Total Shareholder Return of 50%, for 12.5% of the variable component;
    • Average degree to which the 41 ESG targets in the 2022-2024 Business Plan have been achieved above 85%, for 10% of the variable component.
  • Lastly an over-performance incentive, equal to 10% of the fixed compensation, will be paid if the Loan to Value called for at the end of the 2022 – 2024 Business Plan is below 40%, with a margin of +-2%.

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 2024.

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, Board of Statutory Auditors member and to Managers with strategic responsibilities in 2021

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

Board of Directors

Rossella SaoncellaChairman and
Director
€79,452€3,000--€82,452
Claudio AlbertiniChief Executive Officer€320,000-€131,250-€451,250
Stefano Dall'AraVice Chairman
and Director
€31,835---€31,835
Silvia BenziDirector,
member of the NCC and RPC
€14,301€3,750--€18,051
Rosa CipriottiDirector and
member of the CRC
€14,301€5,610--€19,912
Edy GambettiDirector€14,301---€14,301
Antonio RizziDirector and
member of the RPC and CRC
€14,301€7,110--€21,412
Gery Robert-AmbroixDirector and
member of the RPC
€14,301€1,500--€15,801
Timothy Guy Michele SantiniDirector and member of the NCC€20,000€5,250--€25,250
Alessia SavinoDirector€20,000---€20,000
Rossella SchiaviniDirector and
member of the NCC and CRC
€14,301€10,666--€24,967

Board of Statutory Auditors

Gian Marco CommitteriChairman€21,452---€21,452
Daniela PreiteStanding Auditor€20,000---€20,000
Massimo ScarafuggiStanding Auditor€14,301---€14,301

Managers with strategic responsibilities (No. 4)

-€560,694-€173,912€64,692€799,299

 

 

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