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.