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. 

The Chief Executive Officer and General Manager

The Chief Executive Officer and General Manager receive:

  • A fixed remuneration which reflects their technical, professional and managerial capabilities
  • A variable annual component (short-term incentive) which only accrues if the gateways stipulated in the policy are met, commensurate with the quantitative/financial and qualitative/non-financial performance indicators contained in an individual scorecard approved annually by the Board of Directors at the Remunerations Committee’s proposal being met.

    The scorecards provide for performance objectives for each individual manager’s sphere of responsibility. For example, these may regard: risk-adjusted profitability; revenues, Group-wide or for particular divisions; profitability, or Economic Profit of individual areas for which they are responsible; and/or other objectives consistent with the guidelines of the strategic plan with respect to capitalization, liquidity or new business initiatives. Each objective is weighted according to the relevance assigned to it by the Board of Directors and the actual margin of autonomy in terms of decision-making.

    For the year ending 30 June 2020, with a view to achieving convergence with the new long-term incentive plan shortly to be introduced as described below, the annual variable component may entail payment of up to a maximum of 150% of the annual fixed remuneration as recognition for achievement of the quantitative/financial objectives set, while the Board of Directors will be authorized to adjust the payment upwards if non-financial objectives are met too, up to a maximum cap of 160%.

    Of the variable component, 60% is deferred over a five-year time horizon, 45% in cash and 55% in Mediobanca shares. All deferred components are subject to the performance and malus conditions stipulated in the Policy. Upfront component is paid half in cash and half in Mediobanca shares.
  • When long-term plans are approved, the Board of Directors may approve a long-term incentive plan for the Chief Executive Officer and General Manager related to achievement of the strategic plan’s objectives.

    Individual scorecards are used to show when the quantitative/financial and qualitative/non-financial objectives have been reached, whereupon the amount of the bonus awarded to the CEO and General Manager ranges from 20% to 40% of the value of their annual fixed remuneration for each year of the strategic plan. The final amount payable at the end of the plan, pro rata to the overall performance delivered, is determined by evaluating each of the objectives contained in the scorecard based on the weighting assigned to them.
  • The Chief Executive Officer and General Manager also receive their emoluments as directors, but not those due in respect of participation in committees. An insurance policy is available to cover them for third-party liability, and they also benefit from participation in the complementary pension scheme, other benefits and welfare schemes operated for Mediobanca Group management staff.
  • The Chief Executive Officer is required to hold a number of Mediobanca shares equal in value to twice the amount of his fixed remuneration, and the General Manager one time, even after the shares deriving from the award of the variable component have actually been assigned, until the respective vesting/holding periods expire (known as the “stock ownership requirement”). The equivalent amount of shares, to be delivered in a timespan of five years from the date of their first award, must be held throughout the duration of their terms of office, to ensure their interests are aligned with those of the shareholders.

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 # Annual compensation paid per Director Compensation paid to Board Committee Chairpersons 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 40,000 130,000
Appointments committee 4 20,000 25,000 85,000
Control and risks committee 5 80,000 100,000 420,000
TOTAL       2,385,000

 

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 2019 document on remuneration policies, in section 2, provides details for 2018/2019 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: 30/10/2019