Management and board pay

Having adopted a suitable mix of fixed and variable pay, we are now in line with international best practices with the aim of avoiding risk and short-termist behaviour.

Below are details of the remuneration packages for the chairman, non-executive directors, executive directors and management.

CHAIRMAN EXECUTIVE
DIRECTORS
NON-EXECUTIVE
DIRECTORS
Fixed remuneration Fixed remuneration + short-term incentive + long-term incentive Fixed remuneration

 

CHAIRMAN

The chairman only receives fixed remuneration. 

EXECUTIVE DIRECTORS

Executive directors receive:

  • A fixed remuneration which reflects their technical, professional and managerial capabilities
  • An annual variable component (short-term incentive) This is only awarded if the conditions set by the remuneration policy are met, and it is linked to the achievement of the quantitative and qualitative performance indicators contained in an individual scorecard

    The scorecards contain performance objectives identified within the scope of responsibility of each individual executive: for example, these may relate to risk-adjusted profitability or revenues (either group-wide or for specific divisions), operating profit of individual areas of responsibility, or other objectives consistent with the strategic plan guidelines on capital strength, liquidity or new business initiatives. These performance objectives are weighted based on the importance given by the board and by the actual level of decision-making autonomy.

    Achievement of these objectives results in variable remuneration being paid that ranges from 50% (or a lower percentage) of annual gross salary when minimum targets (usually those set by the budget) are reached up to a maximum of 200% for particularly outstanding performances.

    Of the variable component, 50% is paid in cash and 50% in equity, with 60% deferred over a five-year period. All the deferred items are subject to the performance and malus conditions established in these policies.
  • Upon the approval of a long-term Group strategic plan, the Board of Directors may choose to adopt a long-term incentivization scheme conditional upon the objectives set out in the plan itself being reached (long-term incentives). In such cases, the short-term scheme described under the previous point will be linked to the provisions of the long-term scheme, without prejudice to the 200% cap on variable remuneration, which must be complied with in each financial year.  The bonus will be paid according to the terms and conditions and in the manner established for the variable component.
  • Fees and benefits. The group’s executive directors also receive fees for their positions as director, but not for their participation in committees. The remuneration for positions held on behalf of Mediobanca in subsidiaries or investee companies is paid to Mediobanca because it relates to executives acting as employees of the bank. The directors are covered by an insurance policy for third-party liability, and they also have access to the supplementary pension scheme and other benefits for the executive staff of the Mediobanca group.

NON-EXECUTIVE DIRECTORS

The fee for non-executive directors is set by the shareholders in general meeting and there are no incentives linked to the bank’s performance. These directors are covered by an insurance policy for third-party liability.
GROUP # 2017-2020 PAY TOTAL
Directors 15 100,000 1,500,000
Deputy Chairman 2 35,000 70,000
Executive committee 2 90,000 180,000
Remuneration committee 5 30,000 120,000
Appointments committee 4 20,000 80,000
Control and risks committee 5 80,000 400,000
TOTAL     2,350,000

 

DISCLOSURE ON MANAGEMENT AND BOARD PAY

In accordance with the requirements of Article 78 of Consob resolution 11971 of 14 May 1999, as amended, the 2017 document on remuneration policies, in section 2, provides details for 2018 of the remuneration paid, stock options awarded, and incentive schemes based on financial instruments assigned to the members of the management and control bodies, and the general managers, for each named individual, and to the key management personnel as a group. It includes all the people who have held those positions during the financial year, or for part of the year. Other aggregate quantitative information is provided in accordance with the Bank of Italy supervisory instructions.

Last update: 31/10/2018