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Compensation policy and objectives

Aims and Fundamental Principles

The Company defines and applies a general policy on remuneration designed to attract, motivate and retain resources which possess the professional qualities needed to effectively pursue the Group's objectives.

The policy is defined in such a way as to align the interests of management with those of shareholders, pursuing the main goal of creating sustainable value in the medium to long-term period by consolidating the link between reward and performance, individuals and the Group.

The guiding principles adopted for defining the remuneration policy for the top management are:

FOCUSING ON INTERNAL CONSISTENCY

 
  • between the level of remuneration offered and the complexity of the role performed;
 

USING AND CONSTANTLY UPDATING THE METHODOLOGY FOR EVALUATING OFFICES

 
  • and the relative weight of each office, with the objective of guaranteeing standardised remuneration comparisons and analyses that are consistent with the development of the Group's organisational framework over time;
 

CONSTANTLY REFERENCING THE EXTERNAL MARKET

 
  • for the reference sector as well, in order to check the consistency of the company's remuneration scheme, and its capacity to both attract talent and retain directors;
 

STRIKING A BALANCE BETWEEN INDICATORS

 
  • of economic-financial performance, financial solvency, shared value creation (with the economic and financial indicators of all development projects aligned with the goals defined in the 11 SDGs identified by the United Nations), customer satisfaction, and ESG sustainability in defining both short and long-term variable incentive systems;
 

MAINTAINING CONSISTENCY

 
  • between the Company's risk profile and the executive compensation package mix.
 

The Group's remuneration policies are defined in order to guarantee the following aims:

  • Increasing value for shareholders
  • Achieving sustainable and stable results in the short and medium-long terms
  • Retaining employees who hold positions that are strategic for governance and the business
  • Promoting the corporate mission and values, also in terms of sustainability.
 

Remuneration policy definition and approval process

The bodies and subjects involved in the preparation and approval of the Hera Spa remuneration policy report, as well as the bodies or individuals responsible for the correct implementation of this policy, are summarized below:

Entity in chargeResponsibilities / Activities
Shareholders' MeetingBinding resolution on Section I of the report on remuneration policies and compensation paid.
Board of DirectorsDefines, examines and approves the remuneration policy for the directors and executives of the Group, following a proposal from the Remuneration Committee.
Remuneration CommitteeFormulates proposals to the Board of Directors for the remuneration of the Chairman, Vice Chairman, CEO and the Operations General Manager, as well as regarding the adoption of general remuneration criteria for managers.
ChairmanProposes the policies for Group executives to the Remuneration Committee.
Personnel and Organization Central DirectorSupports the Remuneration Committee, in particular regarding technical aspects.
Oversees the correct implementation of the remuneration policy.


Role, composition and responsibilities of the Remuneration Committee

The Remuneration Committee has the task of formulating proposals to the Board of Directors for the remuneration of the Chairman, Vice Chairman, CEO and the General Manager, as well as based on the suggestions put forward by the CEO, for the adoption of general remuneration criteria for managers.

The Committee also regularly evaluates the adequateness, overall consistency and concrete application of the general policy adopted for the remuneration of Executive Directors and the Operations General Manager.

In the performance of its functions, the Remuneration Committee has access to the information and business functions necessary for carrying out its duties.

 

Page updated 28 April 2020

 
 
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