The following report outlines the principles and basic characteristics of the remuneration policy as applied to the top figures of the Hera Group, a category which includes the Operations General Director.
The fundamental principle which underpins the Group's culture and directs its choices is its commitment to combining economic and social value with the ultimate goal of satisfying the legitimate expectations of all stakeholders. Hera seeks to be a business that withstands the test of time and to improve society and the environment for future generations to come.
The sense of responsibility that is the hallmark of its corporate culture and mission translates into an approach to remuneration that is similarly responsible. The remuneration policy was conceived as a factor that contributes to improving corporate performance and the creation of value in the medium to long-term.
With a view to responsible reward and in keeping with the recommendations contained in Article 6 of the Borsa Italian SpA Code of Conduct, the Board of Directors, with the support of the Remuneration Committee, has therefore defined the remuneration policy for 2019.
Pursuant to paragraph 6 of article 123-ter of the TUF, the meeting is called on to decide on this Section I of the Remuneration Report.
The Shareholders' Meeting decides the value of the fees for the Board of Directors.
The remuneration policy for Executive Directors is proposed to the Board of Directors by the Remuneration Committee. The Board of Directors then approves any type of supplementary remuneration.
The CEO proposes policies for Group directors to the Remuneration Committee, which expresses its opinion and presents the policies to the Board of Directors.
This process is supported, as far as the technical aspects are concerned, by the Group Director of Human Resources and Organization, who takes care of the implementation of these policies.
Chairman and CEO remuneration is composed of the fixed and the variable monetary compensation based on the degree of achievement of the targets set in the previous year (more on Balanced scorecard system).
| FIXED COMPENSATION | COMPENSATION FOR PARTICIPATION ON COMMITTEES | Bonus & other incentives | Non-monetary benefits | Other considerations | Total | ||
|---|---|---|---|---|---|---|---|
| Tomaso Tommasi di Vignano | Executive chairman since 01/01/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 380,000 | - | 169,100 | 11,524 | 1,824 | 562,448 |
| Stefano Venier | CEO since 24/04/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 383,937 | - | 540,966 | 25,249 | 2,201 | 952,353 |
| Giovanni Basile | Vice President since 24/04/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 85,000 | - | - | 4,233 | - | 89,233 |
| Francesca Fiore | Director since 27/05/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 468 | - | 60,468 |
| Giorgia Gagliardi | Director since 24/04/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 308 | - | 60,308 |
| Massimo Giusti | Director since 24/04/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 545 | - | 60,545 |
| Sara Lorenzon | Director since 27/04/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 308 | - | 60,308 |
| Stefano Manara | Director since 01/01/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 518 | - | 60,518 |
| Danilo Manfredi | Director since 24/04/2014 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 413 | - | 60,413 |
| Alessandro Melcarne | Director since 08/11/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 305 | - | 60,305 |
| Erwin P. W. Rauche | Director since 27/04/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 932 | - | 60,932 |
| Duccio Regoli | Director since 27/04/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 776 | - | 60,766 |
| Federica Seganti | Director since 27/04/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 496 | - | 60,496 |
| Marina Vignola | Director since 27/04/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 404 | - | 60,404 |
| Giovanni Xilo | Director since 27/04/2017 Termination of Assignment: approval of financial results as at 31/12/2019 | 40,000 | 20,000 | - | 776 | - | 60,776 |
| Position | Compensation | euros | Composition of the compensation package |
|---|---|---|---|
| Executive Chairman | Annual gross salary | 380,000 |  |
| Maximum target RGA | 554,800 | ||
| Maximum target RDA | 554,800 | ||
| Maximum target RDA + Maximum social incentive plan | 563,920 | ||
| CEO | Annual gross salary | 380,000 |  |
| Maximum target RGA | 554,800 | ||
| Maximum target RDA | 681,467 | ||
| Maximum target RDA + Social incentive plan | 690,972 |
Page updated 28 April 2020
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