Remuneration policy
Our remuneration policy, which is updated on a regular basis to reflect changes in the Italian and European regulations, allows us to attract and retain the professionals we need for our Group to grow.
At the Annual General Meeting held on 28 October 2024, shareholders approved the new Group Remuneration Policy, which, aligned with the most recent changes in the Italian and European regulatory framework, reflects enhanced remuneration governance, criteria and processes.
Compared to the previous version, the new Mediobanca Group Policy:
- Expands and updates the peer group used by Mediobanca as part of its ongoing efforts to adopt best market practice, containing further explanation for the disclosure of the Group’s positioning in terms of compensation relative to the panel chosen;
- Introduces new quantitative rules for the gateways that trigger the payment of variable remuneration, consistent with the revised version of the Risk Appetite Framework, and strengthening the alignment between risks, the Bank’s performance and the remuneration and incentivization systems;
- Provides details on the new structure of the scorecard and incentivization curve adopted for the CEO and Group General Manager, in which a predominant, 85% weighting has been retained for financial KPIs, with non-financial/qualitative KPIs added which have pre-established drivers, consistent with the Group’s strategic priorities and with market practice;
- Increases the stock ownership requirement for the CEO and Group General Manager, to 3x (vs 2x) and 2x (vs 1x) their fixed salaries, as per best market practice;
- Alters the additional qualitative criteria for Financial Advisors to be include within the scope of Identified Staff, with the indicator now set at 7.5% of the TFAs attributable to the individual FA, compared with 10% previously, making the criteria for FAs to be defined as Identified Staff more prudential;
- Goes into considerable detail in the second section on the quantitative and qualitative information provided on the Group’s positioning with reference to the Gender Pay Gap and Equal Pay Gap;
- Enhances the disclosure provided in order to ensure increasing transparency and clarity of exposure.
In line with the past, the Policy:
- Highlights the links between remuneration policy, corporate sustainability and ESG objectives
- Enables the areas of the Bank and Group which create value, including in CSR terms, to be suitably rewarded based on objective performance criteria
- Allows the Group to attract and retain professionals with the appropriate skills for its needs
- Is aligned with the policies adopted by other leading Italian and international operators.
Cap on variable remuneration set at 200% of fixed remuneration
As provided by the European Capital Requirements Directive (CRD) on capital requirements for banks, we have set a cap on variable remuneration at 200% of fixed remuneration.
This enables us to:
- Maintain flexibility and minimize fixed costs;
- Align interests and encourage the achievement of sustainable results;
- Attract and retain talented staff in a competitive market scenario;
- Reward performances, and link individual performance to the Bank’s results.
Payment of bonuses is subject to specific indicators known as “gateways” being met. Individual bonuses are based on documented assessment of quantitative and qualitative performances, with particular attention being focused on compliance issues.
Exceptions to this cap (up to 5:1) are permitted for persons working in Asset Management and staff employed by companies subject to different sector regulations, for which different limits are set.
All gateways for payment of variable remuneration were met:
- Capital and liquidity ratios confirmed, as defined in the Risk Appetite Framework;
- Operating profit delivered at Group level;
- CEO and Group General Manager: 2024 scorecard objectives delivered, first year of new pay mix (variable remuneration 50% STI – 50% LTI 2023-26), variable remuneration paid over five-year time horizon and subject to additional performance conditions, malus conditions and clawback.
Remunerations policy neutrality
The Group Remuneration Policy reflects neutrality principles to ensure equal treatment regardless of gender or any other form of diversity, basing evaluation and remuneration criteria exclusively on merit and professional ability. The Group is committed to offering remuneration in line with the market, reflecting every employee’s role, capabilities, contribution to the company’s performance measured objectively, professional skills and experience, and so guaranteeing that the principle of equal opportunities is applied in practice.
The Mediobanca Group pursues the objective of balance between genders at all levels of the company, focusing in particular on senior and management positions where the gender gap is most felt. In every announcement made for selection processes, all candidates in possession of the requisite professional qualifications and/or experiences are encouraged to apply. The same principle applies to the evaluation process for opportunities arising within each individual Group Legal Entity (transfers between organizational units) or within the Group (intra-Group transfers).
In its regular review of the policies in force, the Board of Directors, with the Remunerations Committee’s support and the Sustainability Committee’s involvement, analyses the Group Remuneration Policy from a gender neutrality perspective, monitoring the gender pay gap and its development over time.
See also the Mediobanca Group Human Resource Management Policy.