REMUNERATION POLICY AND REPORT pursuant to article 123-ter of Legislative Decree No. 58/98

Issuer: Caltagirone Editore S.p.A.

Website:www.caltagironeeditore.com

Year: 2021

Approved by the Board of Directors on March 8, 2022

Pursuant to Article 123-ter of Legislative Decree 58/98, this Remuneration Policy and Report is prepared in accordance with Attachment 3A statement 7-bis.

Section I: Remuneration Policy

The remuneration policy of Caltagirone Editore SpA is approved and, if necessary, revised by the Shareholders' Meeting on the proposal of the Board of Directors, which is also responsible for the correct implementation of this policy.

The Board of Directors has not deemed it necessary to set up a remuneration committee or a differing committee with competence for this area.

No independent experts were utilised in the preparation of the remuneration policy.

The remuneration policy is annual and is based on the principles of consistency with the size and activities of the Company. There were no changes to the remuneration policy most recently submitted to the Shareholders' Meeting.

1. The remuneration of the Directors is established as follows: a) remuneration approved by the Shareholders' Meeting pursuant to Article 2389 first paragraph of the civil code;

  • b) remuneration approved by the Board of Directors for the Chairman Ms. Azzurra Caltagirone, in accordance with positions held pursuant to Article 2389 third paragraph of the civil code, with approval of the Board of Statutory Auditors and the Independent Directors.

  • c) remuneration established by the Board of Directors for Mr. Massimo Confortini as Chairman of the Control and Risks Committee. There are no variable remuneration components.

Performance-based remuneration has not been established, while no stock option plans have been adopted and there are no non-monetary benefits or insurance and pension coverage other than that which is mandatory.

The Company has not signed agreements with any Directors which provide indemnity in the case of resignation, dismissal, revocation of office without just cause or termination following a public purchase offer, or agreements which provide for non-monetary benefits on termination of office and no consultancy contracts have been signed for a period after the termination of office.

No agreements are in place with Directors concerning payments for non-competition commitments.

The fee of the Statutory Auditors is based on an annual sum approved by the Shareholders'

Meeting.

Finally, exceptions to the above elements of the remuneration policy amid exceptional circumstances are not permitted.

At the date of the approval of the present report, the Company does not have a General Manager or other Senior executives with strategic responsibilities as defined by Attachment 1 of Consob Regulation No. 17721 of March 12, 2010 concerning provisions with related parties.

Section II: Remuneration paid

First Part

1.1 Remuneration of the Board of Directors

The remuneration of the members of the Board of Directors are:

  • - Fixed Remuneration

    The Shareholders' Meeting, on appointment, approved for all of the Directors, for the duration of their mandate and for each Board of Directors meeting, a fee of Euro 1,000.

    The Board of Directors approved, pursuant to Article 2389 third paragraph of the Civil Code, an annual fee of Euro 100,000 for the office held by the Chairman Azzurra Caltagirone.

    The Board of Directors approved for the independent director Massimo Confortini an annual fee of Euro 25,000 for the offices of Chairman of the Control and Risks Committee.

  • - Variable Remuneration

    There are no variable remuneration components.

    The remuneration of the Board of Directors is not correlated to the results of the company or to the reaching of specific targets.

  • - Monetary benefits

    There are no monetary benefits

  • - Expenses reimbursement

    The Directors shall be reimbursed for all expenses incurred by them during the course of their duties.

1.2 Remuneration of the Board of Statutory Auditors

The Shareholders' Meeting, on the appointment of the members of the Board of Statutory Auditors, approved a fee per annum of Euro 10,500 for the Chairman of the Board of Statutory Auditors and Euro 7,000 for each standing member and Euro 1,000 for each presence at the meetings of the Board of Directors

Second Part

1 Fees

The present report details all remuneration received in 2021 by the Board of Directors and the Board of Statutory Auditors.

Remuneration for the members of the Board of Directors and Board of Statutory Auditors

Name and SurnameFixed Remuneration

TOTALRemuneration for committee participationBoard Emol.

Attendance Emol.

Remuneration for specific rolesOffice Held

Period

Maturity

Francesco Gianni

Chairman

01/01/2021-26/04/2021

April 2021

Francesco Gianni

Director

26/04/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

4.000

63.562

67.562

Remuneration from subsidiaries and associates

-

-

-

-

-

Total Remuneration

-

4.000

63.562

-

67.562

Azzurra Caltagirone

Vice Chairperson

01/01/2021-26/04/2021

April 2021

Azzurra Caltagirone

Chairman

26/04/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

-

83.334

83.334

Remuneration from subsidiaries and associates

-

-

600.000

-

600.000

Total Remuneration

-

-

683.334

-

683.334

Executive Director

01/01/2021-26/04/2021

April 2021

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

4.000

33.333

37.333

-

140.625

-

140.625

Total Remuneration

-

4.000

173.958

-

177.958

Alessandro Caltagirone

Director

01/01/2021-26/04/2021

April 2021

Alessandro Caltagirone

Vice Chairperson

26/04/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

-

-

-

Remuneration from subsidiaries and associates

-

-

-

-

-

Total Remuneration

-

-

-

-

-

Francesco Caltagirone

Director

01/01/2021-26/04/2021

April 2021

Francesco Caltagirone

Vice Chairperson

26/04/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

-

-

-

Remuneration from subsidiaries and associates

-

-

-

-

-

Total Remuneration

-

-

-

-

-

Tatiana CaltagironeDirector

01/01/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associatesMassimo Confortini

Total Remuneration

Director

01/01/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

-

-

-

-

4.000

25.000

29.000

-

-

-Total Remuneration

-

4.000

-

25.000

29.000

----

Mario Delfini

Director

01/01/2021-31/12/2021

April 2024

Antonio Staffa

Statutory Auditor

01/01/2021-26/04/2021

April 2021

Antonio Staffa

Chairman

26/04/2021-31/12/2021

April 2024

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

9.333

4.000

13.333

Remuneration from subsidiaries and associates

-

-

-

-

-

Total Remuneration

9.333

4.000

-

-

13.333

Resigning Statutory Auditors

Chairperson

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

Remuneration from subsidiaries and associates

4.000

4.000

-

-

-

-

-

-

4.000

-

-

4.000

4.000

4.000

-

-

-

-

-

-

4.000

-

-

4.000

4.000

4.000

-

-

-

-

-

-

4.000

-

-

4.000

2.000

2.000

-

-

-

-

-

-

2.000

-

-

2.000

2.000

2.000

-

-

-

-

-

-

2.000

-

-

2.000

7.000

4.000

11.000

-

-

-

-

-

7.000

4.000

-

-

11.000

4.667

2.000

6.667

-

-

-

-

-

4.667

2.000

-

-

6.667

Remuneration from company preparing the financial statements (Caltagirone Editore

Spa)

3.500

2.000

5.500

Remuneration from subsidiaries and associates

-

-

-

-

-

3.500

2.000

-

-

5.500

Total Remuneration

Giacomo Scribani

Rossi

Annamaria MalatoDirector

01/01/2021-31/12/2021

April 2024

Total RemunerationValeria Ninfadoro

Director

01/01/2021-31/12/2021

April 2024

Total RemunerationDirector

01/01/2021-26/04/2021

April 2021

Total RemunerationFederica Barbaro

Director

26/04/2021-31/12/2021

April 2024

Total RemunerationStatutory Auditor

01/01/2021-31/12/2021

April 2024

Total RemunerationRosati Edoardo

Statutory Auditor

26/04/2021-31/12/2021

April 2024

Total RemunerationBoard of Statutory Auditors

01/01/2021-26/04/2021

April 2021

Total Remuneration

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Caltagirone Editore S.p.A. published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 14:22:08 UTC.