REPORT ON REMUNERATION POLICY AND REMUNERATION PAID
(PREPARED PURSUANT TO ARTICLES 123-TER OF THE CONSOLIDATED LAW ON FINANCE (T.U.F.) AND 84-QUATER OF THE
ISSUERS' REGULATION AS WELL AS ARTICLE 6 OF THE SELF-REGULATORYCODE OF CONDUCT OF LISTED COMPANIES PROMOTED BY
BORSA ITALIANA S.P.A.)
APPROVED BY THE BOARD OF DIRECTORS OF TESMEC S.P.A. ON 12 MARCH 2021
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GLOSSARY | |
The Self-Regulatory Code of Conduct of listed companies approved in | |
Self-Regulatory Code of | July 2018 by the Corporate Governance Committee and promoted by |
Conduct or Code | Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and |
Confindustria. | |
Corporate Governance Code: the Corporate Governance Code of Listed | |
Companies adopted on 31 January 2020 by the Corporate Governance | |
Committee of Listed Companies and promoted by Borsa Italiana, ABI, | |
Corporate Governance Code | Ania, Assogestioni, Assonime and Confindustria. The companies that |
adopt the Corporate Governance Code apply it from the first financial | |
period starting after 31 December 2020, informing the market of it in | |
the report on corporate governance to be published in 2022. | |
Remuneration and | The Remuneration and Appointments Committee set up by Tesmec |
Appointments Committee | |
in accordance with the Code. | |
or Committee | |
Board of Directors or | The Board of Directors of Tesmec. |
Board | |
Board of Statutory | The Board of Statutory Auditors of Tesmec. |
Auditors | |
The executives, referred to in Article 65, paragraph 1-quater, of the | |
Executives with Strategic | Issuers' Regulation, which refers to the definition provided in Annex |
Responsibilities | 1 to the Related Party Regulation, possibly identified by the Board of |
Directors. | |
Group | Tesmec and the companies controlled by it pursuant to Article 93 of |
the Consolidated Law on Finance (T.U.F.) | |
Instructions | The instructions accompanying the Regulations of the Markets |
accompanying the Stock- | |
organised and managed by Borsa Italiana S.p.A. | |
Exchange Regulations | |
The Remuneration Policy prepared by the Remuneration and | |
Appointments Committee for the meeting of 12 March 2020 and | |
Remuneration Policy or | approved on 13 March 2020 by the Board of Directors, as described |
in Section I of this Report. The Remuneration Policy thus prepared | |
Policy | |
and approved will be submitted for approval by a binding vote of | |
the Ordinary Shareholders' Meeting convened to be held on 21 May | |
2020. | |
Regulation of the | The Regulation of the Remuneration and Appointments Committee. |
Committee | |
2 |
Issuers' Regulation | The Regulation issued by CONSOB with resolution no. 11971 of 14 |
May 1999 on issuers, as subsequently amended and supplemented. | |
The regulation issued by CONSOB with Resolution no. 17221 of 12 | |
Related Party Regulation | March 2010, concerning transactions with related parties, as |
subsequently amended and supplemented. | |
This report on remuneration policy and remuneration paid drawn up | |
Report | pursuant to Articles 123-ter of the Consolidated Law on Finance |
(T.U.F.) and Article 84-quater of the Issuers' Regulation as well as | |
in compliance with Article 6 of the Code. | |
Tesmec or Company or | Tesmec S.p.A. |
Issuer | |
Consolidated Law on | Italian Legislative Decree no. 58 of 24 February 1998 as |
Finance (T.U.F.) | subsequently amended and supplemented. |
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TABLE OF CONTENTS
Introduction | 5 |
INTRODUCTION | 6 |
SECTION I: REMUNERATION POLICY | 7 |
1. Remuneration policy for members of the administrative bodies, general managers and other | |
executives with strategic responsibilities | 7 |
- Bodies or subjects involved in the preparation and approval and possible review of the Remuneration Policy, by specifying their roles, as well as bodies and subjects in charge of the correct implementation
of this Policy.......................................................................................................................................... | 7 |
- Intervention of the Remuneration and Appointments Committee, composition (distinguishing the non- executive directors from the independent directors), relevant responsibilities and operation procedures
and any other measured aimed at avoiding or managing onflicts of interests.......................................... | 8 |
- Name of the independent experts, if any, who took part in the preparation of the Remuneration Policy 8
- Purposes of the Remuneration Policy, principles on which it is based and any change in the
Remuneration Policy compared to the policy last approved by the Shareholders' Meeting........................ | 9 |
- Description of the policies regarding fixed and variable components of remuneration, with particular regard to the indication of their relative proportion in the overall remuneration and distinguishing
between short and medium/long term variable components ................................................................ | 10 |
f) Policy followed with regard to non-monetary benefits...................................................................... | 12 |
- With reference to variable components, description of the financial and non-financial performance targets according to which they are assigned, distinguishing short-term variable components from medium to long-term variable components, and information on the relation between the change in the
results and the change in the remuneration ......................................................................................... | 12 |
h) Methods used for assessing the achievement of performance targets at the basis of the allocation of | |
shares, options, other financial instruments or other variable components of remuneration ................. | 12 |
- Information aimed at highlighting the contribution of the Remuneration Policy and, in particular, of the policy on variable remuneration components, to the company strategy, to the pursuit of the long-
term interests of the Company............................................................................................................. | 12 |
- Vesting periods, any deferred payment systems, with indication of deferment periods and the criteria used for determining such periods and, if provided for, ex-post correction mechanisms of the variable
component .......................................................................................................................................... | 12 |
k) Information on any clause for the retention of the financial instruments in the portfolio after their acquisition, by indicating the periods of retention and the criteria used for determining such periods .. 13
l) Policy related to the treatments contemplated in case of termination of office or of the employment | |
relationship ......................................................................................................................................... | 13 |
m) Information on the presence of insurance, or social security or pension coverage, other than | |
compulsory insurance.......................................................................................................................... | 13 |
n) (i) Remuneration policy possibly followed with reference to:(i) independent directors, (ii) the | |
attendance to committees and (iii) the carrying-out of special offices (chairman, vice chairman, etc.) .... | 14 |
o) Instructions on the possible use, as reference, of the remuneration policies of other companies for | |
defining the Remuneration Policy......................................................................................................... | 14 |
q) Elements of the Remuneration Policy from which, in the presence of exceptional circumstances, it is | |
possible to depart and any further procedural conditions under which the departure can be applied..... | 14 |
2. Remuneration policy for members of the Board of Statutory Auditors | 15 |
SECTION II - REMUNERATION PAID DURING THE 2020 FINANCIAL PERIOD TO THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE BOARD OF STATUTORY AUDITORS, TO GENERAL MANAGERS
AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES | 16 |
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FIRST PART - ITEMS FORMING THE REMUNERATION | 16 | |
1.1 | Items forming the remuneration ................................................................................... | 16 |
1.1.1 | Board of Directors .................................................................................................... | 16 |
1.1.2 | Board of Statutory Auditors ...................................................................................... | 17 |
1.1.3 | General Manager and Executives with Strategic Responsibilities ................................ | 17 |
1.2 Agreements that provide for payment of indemnities in the case of early termination of the
employment relationship ......................................................................................................... | 18 | |
1.3 | Derogations to the Remuneration Policy ....................................................................... | 18 |
1.4 | Variable component correction mechanisms ................................................................. | 18 |
1.5 | Comparison information .............................................................................................. | 18 |
SECOND PART - TABLES | 20 |
Table 1: Remuneration paid to the members of the Board of Directors and Board of Statutory Auditors, to the General Manager and Executives with Strategic Responsibilities, during the 2020
financial period 22
Table 2: Monetary incentives plans for the members of the Board of Directors, the General Manager and Executives with Strategic Responsibilities 26
Table 3: Information on the equity investments of the members of the Board of Directors, of the Board of Statutory Auditors, of the General Manager and of the Executives with Strategic
Responsibilities 27
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