Remuneration

Poste Italiane's remuneration policy is consistent with (i) the recommendations of the Corporate Governance Code, and (ii) as regards personnel identified as working for BancoPosta Ring Fenced Capital and, in general, those classified as the Parent Company’s Material Risk Takers, in accordance with Bank of Italy Circular 285 of 17 December 2013 (as amended) and with the EBA Regulatory Technical Standards (RTS) from time to time in effect. Poste Italiane’s remuneration policies are designed to attract, motivate and retain high calibre professionals and management personnel capable of contributing to achievement of the primary goals of delivering sustainable results over time and creating shareholder value.

The remuneration policies play a key role in pursuit of the Company’s strategic objectives by focusing on three guiding principles:

  • reward for merit and performance, in order to encourage conduct and behaviours in keeping with the Company’s values, the principles in its Code of Ethics and its strategic objectives;
  • external competitiveness and internal equity, in order to align remunerations with best practices and ensure that they reflect the complexity and responsibilities involved in the various roles;
  • alignment with the Company’s medium- to long-term strategic objectives, in accordance with the risk profile, in order to direct personnel towards achievement of short-, medium- and long-term objectives in line with the expectations of shareholders and stakeholders in general.

Such policies are also structured so as to guarantee an adequate balance between fixed and variable components and, with regard to variable components, between short-term and long-term components, in order to ensure equilibrium between such components and the implementation of conducts in line with the sustainable performance of the Group.
Moreover the policies ensure the connection between short-term and long-term incentive plans and Group performance both in terms of performance indicators (e.g. profitability indicators such as EBIT or shareholder return indicator as the Total Shareholder Return) and in terms of phantom stock representing the value of Poste Italiane’s shares. The price of Poste Italiane’s shares, therefore, has a material impact on the value of the bonus eventually payable.

The remuneration of non-executive Directors, in accordance with the recommendations of the Corporate Governance Code, is linked with the commitment required of each of them, also taking into account their respective participation on one or more committees established within the Board of Directors.

The policy is described in the section one of the Remuneration Report approved by the Board of Directors of Poste Italiane, upon proposal of the Remuneration Committee. Such report, pursuant to article 123-ter of Legislative Decree No. 58/1998, is made available to the public and submitted to the shareholders' meeting for a consultative vote.

For the remuneration and incentive plans for personnel under BancoPosta’s Ring-Fenced Capital, described in the Annex “Guidelines for BancoPosta RFC’s remuneration and incentive policies”, the resolution of the shareholders' meeting is binding.

In line with the applicable regulatory requirements, the information on compensation paid to specific categories of personnel are provided by name or in the aggregate. Moreover the General Meeting of Shareholders is responsible to approve equity-based plans described in the format of Information Circular prepared in accordance with Art. 84-bis of the Regulations for Issuers.

Last update: March 27, 2017