Corporate Governance

CORPORATE GOVERNANCE EXECUTIVE SUMMARY

Remuneration policy

Our remuneration policy is the result of continuous monitoring of developments in Italian and European regulations. 

The shareholders in the general meeting of 27 October 2018 approved the new remuneration policy to bring it into line with the most recent Italian and European regulations. The new remuneration policies maintain continuity with the past whilst also strengthening governance.

In keeping with the past, the new remuneration policies:

  • comply with current supranational and national regulations
  • allow areas of the bank that create value to be rewarded based on objective measurement criteria
  • enable the group to attract and retain staff with the professional skills and capabilities required to meet its needs
  • are in line with the policies adopted by other national and international operators

There is no change in the cap on variable remuneration at 200% of fixed remuneration payable currently in force.

 

REGULATORY FRAMEWORK

Our remuneration policy stems from our ongoing monitoring of Italian and European regulations, as well as the new documents published by the regulatory authorities. In particular:

  • the Bank of Italy supervisory instructions on remuneration and incentive policies and practices published on 18 November 2014, implementing the European Capital Requirements Directive (CRD IV) issued on 26 June 2013
  • the European Commission regulation of 4 March 2014, which establishes the methods for distinguishing identified staff, based on qualitative and quantitative criteria
  • The EBA recommendations on remuneration policies and practices published on 21 December 2015 have also been taken into consideration, along with the Opinion of the European Banking Authority on the application of the principle of proportionality addressed to the European Commission to be submitted to the European Council and Parliament with a view to the possible revision of the CRD IV and the CRR. The new guidelines are in force since 1 January 2017, and the Remuneration Policies adopted already substantially reflect them.

REMUNERATION POLICY

FY 2018
  • All gateways have been met;
  • Capital and liquidity ratios confirmed as defined in the Risk Appetite Framework;
  • Positive group Gross operating profit;
  • CEO and General Manager: scorecards achieved, variable remuneration to be paid over a period of five years subject to further performance conditions, malus and clawback conditions being met.
New remuneration policy
  • The group has aligned Remuneration Policies to the latest European and Italian sets of rules, in particular:
  • Governance, metrics and remuneration processes reinforcement
  • Variable remuneration capped at 200% of fixed remuneration
  • Severance: established at 24 months of remuneration capped at 5 million euro gross
  • No severance pay is due to directors who leave office for any reason. For staff who work for the Mediobanca Group under the terms of an employment contract (i.e. the executive directors and all identified staff, which includes management with strategic responsibilities), severance pay has been set at a maximum of 24 months' remuneration, capped at 5 million euros gross.
  

 

Last update: 31/10/2018