Corporate Governance

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 28 October 2019 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 with the exception of the Group companies forming part of the asset management area.

 

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’s Supervisory Instructions on “Remuneration and Incentivization Policies and Practices” issued on 23 October 2018, which bring the Italian regulations into line with the EBA Guidelines on Sound Remuneration Policies in force since 2017, and with other recent guidance issued by international organizations on the same issue;
  • The regulations on “Transparency in Banking and Financial Operations and Services. Proper Conduct in Relations between Intermediaries and Clients” issued by the Bank of Italy on 19 March 2019;
  • Italian Legislative Decree 49/19 enacting Directive (EU) 2017/828 (the “Shareholders’ Rights Directive”), which requires remuneration and incentivization policies to pursue a corporate strategy aimed at delivering sustainable profitability in the long term through clear presentation of the objectives set.
  • the European Commission regulation of 4 March 2014, which establishes the methods for distinguishing identified staff, based on qualitative and quantitative criteria.

REMUNERATION POLICY

FY 2019
  • 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 main changes regard:
  • A specific policy to identify “Material Risk-Takers” (or “Identified Staff”) has been adopted;
  • A more detailed description of the activities performed by the control units in the area of monitoring the types of transaction and financial investments made by Identified Staff which could compromise the remuneration mechanisms’ risk alignment;
  • Provision for exception, duly justified, to the 2:1 cap on variable to fixed remuneration in force for all staff including those defined as Material Risk-Takers, exclusively for personnel operating in asset management;
  • Revision to the company units to which the 33% cap on variable to fixed remuneration is applicable;
  • Revision of the variable remuneration deferral mechanisms for Identified Staff (time horizon for distribution, percentages payable in the form of financial instruments, remuneration limits applicable);
  • Definition of a mechanism for calculating the maximum amounts payable in the event of the working relationship ending early (including provision for managing any noncompetition clauses); 
  • Reference to those parts of this policy which are most closely related to Corporate Social Responsibility principles (CSR).   

 

Last update: 29/10/2019