People Strategy
- COLLABORATION, TRUST, PROXIMITY
- INNOVATION
- MERIT AND FAIRNESS
- TRANSPARENCY
- HEALTH AND SAFETY
- INCLUSIVE WELL-BEING
Innovation
Faced with constantly evolving scenarios, Poste Italiane experiments, transforms existing roles, creates new professional skills and fosters the cross-fertilisation of expertise with an organisational culture geared towards continuous change and innovation.
Merit and fairness
Indeed, recognising merit, along with fairness, is one of the cornerstones of the Group's human resources policies in terms of sustainable results, behaviour and respect for corporate values; the Group's Remuneration and Incentive Policies are also inspired by meritocracy and fairness, through structured, transparent and shared processes.
Trasparecy
Consistent with the principles of the Code of Ethics, compliance with rules, integrity of conduct, loyalty, honesty and clarity are essential values to ensure the proper functioning of organisational processes as well as the reputation and reliability of Poste Italiane.
Health and safety
Poste Italiane makes sure that protecting the health and safety its employees is at the centre of its work, while simultaneously ensuring constant dialogue with unions. The protection of occupational health and safety is a key value, which all people must be inspired by in carrying out their daily activities.
Inclusive well-being
The Group demonstrates its strong commitment to the protection and wellbeing of its people and the improvement of working conditions through a number of welfare initiatives, with interventions in favour of employees and their families in a growing logic of proximity and care personalisation.
Collaboration, trust, proximity
Teamwork is one of the drivers of widespread leadership, in which flexibility intersects with solidarity, and each individual's spirit of initiative is enhanced, rather than crushed, by structured Group processes.
In addition to the above, on 28 June 2023, the Board of Directors, on the recommendation of the Remuneration Committee and in consultation with the Board of Statutory Auditors, awarded further remuneration to the Chairperson of the Board of Directors for the 2023-2025 term (pursuant to art. 2389, paragraph 3 of the Italian Civil Code). There are no forms of variable remuneration.
It should be noted that the CEO retains responsibility for the BancoPosta function, which remains under his control.
Therefore, the Chief Executive Officer continues to be included in the perimeter of Material Risk Takers within the scope of application of the “Guidelines for BancoPosta RFC's remuneration and incentive policy for 2024” and his remuneration structure maintains a cap on total variable remuneration based on a 2:1 ratio between the variable (both short and long term) and fixed component, in addition to deferral and retention periods.
The remuneration of the Chief Executive Officer includes a fixed component, a short-term variable component and a long-term variable component. In particular, with reference to variable incentive schemes, the amount that can be accrued may be a maximum of 71.71% of fixed remuneration for the short-term scheme, and 128.29% of fixed remuneration for the long-term scheme.
Finally, please note that the CEO may not be assigned one-off payments.
CEO PAY-MIX Of OVER-ACHIEVEMENT
Pay-Mix (over-achievement)
Gross annual fixed
compesation
Gross annual fixed
compesation
Variable mix short/long term over achievement
Short term variable remuneration
Up-front and deferred
Timing of recognition of variable remuneration
newly assigned in 2024 over-achlevement
Cash/Shares Mix
over-achievement
To be disbursed in 2025
To be
disbursed
between 2026
and 2033
Cash
Shares
The target level of share ownership guidelines for the CEO was raised to further strengthen alignment with long-term investor interests.
The structure of the payout over time involves the award of variable remuneration over a total period through to 2033, including performance, deferral and retention periods. In fact, given the performance achieved, less than 10% of newly-assigned variable remuneration for 2024 will be effectively paid out in 2025, following approval of the Financial statements for 2024 by the Shareholders’ Meeting, whilst the remaining portion is spread out over time. Each up-front and deferred component is subject to verification of BancoPosta RFC’s capital adequacy, liquidity and risk-adjusted earnings parameters.
INCENTIVE SCHEMES ASSIGNED IN 2024
In particular, the remuneration of other Directors consists of a fixed component, by way of compensation, determined by the Shareholders’ Meeting and applicable for the full term of office. As indicated above, the General Meeting of shareholders held on 8 May 2023, with regard to the term of office 2023-2025, determined the remuneration payable pursuant to art. 2389, paragraph 1 of the Italian Civil Code.
The Board of Directors, upon the proposal of the Remuneration Committee and having heard the opinion of the Board of Statutory Auditors, in its meeting of 28 June 2023, determined the additional compensation for the Directors who have been appointed as members of the Board Committees, according to the office assigned. These compensations are defined in continuity with the previous term of office.
The Shareholders’ Meeting held on 27 May 2022 appointed the Board of Statutory Auditors for the term of three years, with expiry as at the date of the meeting to be held to approve the financial statements for the year ended 31 December 2024. In the same meeting, the fees payable to the Chairperson and each standing Auditor of the Board were determined for each year in office, in continuity with the previous term of office.
No attendance fees are payable for participation in meetings.
No additional remuneration or indemnities have been established for the role of General Manager.
In light of these elements, the following chart shows the General Manager Pay Mix, assuming the achievement of results at target level.
This Pay Mix has been calculated on the basis of awards under the short and long-term incentive schemes thus, in theevent of meeting the target, considering the entire value of the “2024-2026 Performance Share LTIP”.
PAY MIX IN CASE OF ACHIEVEMENT OF TARGET
Fixed gross annual remuneration
Variable remuneration in the long term
Variable remuneration in
the short-term
Up-front and deferred
The “MBO” scheme for the General Manager envisages a hurdle condition represented by the “Poste Italiane Group's target EBIT”, as set in the budget, achievement of which enables the GM to access the bonus linked to achievement of the objectives assigned. The 2024 performance targets are set out in line with the guidelines of the new Strategic Plan, consistent with the respective areas of responsibility and are illustrated in the figure opposite. Payment is entirely in monetary form of 70% of the bonus accrued at the end of the performance period and the remaining 30% deferred by one year, in order to ensure a medium term focus as well.
The 2024-2026 long-term incentive plan, entirely in Poste Italiane shares, envisages the hurdle condition of the Poste Italiane Group's three-year cumulative EBIT, the achievement of which qualifies for the incentive.
The gross annual fixed pay for KMP is aligned with the role held, the scope of the responsibilities assigned, the experience and skills required for each position, the degree of excellence demonstrated and the overall quality of the individual's contribution to the Company's performance, also taking into account specific market benchmarks.
Please recall that for KMP subject to specific supervisory regulations on remuneration, remuneration policies apply that are in line with the related statutory requirements and the provisions of the Group's Corporate Governance processes.
One of the new aspects for 2024 is that even for KMP that are not subject to specific supervisory regulations on remuneration, in order to ensure a focus on the medium term as well, the MBO system will be structured on the basis of the payment in monetary form of 70% of the bonus accrued at the end of the performance period and the remaining 30% deferred for one year, in the same way as for GM. For KMP subject to specific supervisory regulations on remuneration, the bonus payment is deferred over 3-5 years, partly in monetary form and partly in financial instruments.
The “2024-2026 Performance Share LTIP” for KMP involves the granting of rights to receive Poste Italiane ordinary Shares at the end of a three-year performance period. The maximum number of shares reflects the complexity and responsibilities involved in the beneficiary’s role and their strategic importance. Furthermore, the KMP receive the Share Ownership Guidelines.
The ILT and MBO plans have characteristics consistent with those of the CEO and GM aligned with the perimeter of responsibility and applied consistently with the guidelines of the Strategic Plan 2024-2028 "The Connecting Platform".
PAY-MIX MEDIAN KMP AT TARGET
Fixed gross annual remuneration
Variable remuneration in the long term
Variable remuneration in
the short-term
Up-front and deferred
Tables – CONSOB Form 7-bis*
TABLE 1: REMUNERATION PAID TO MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS, GENERAL MANAGERS AND OTHER KEY MANAGEMENT PERSONNEL
BOARD OF DIRECTORS
Name and surname or |
Position |
Period |
Expiry |
Fixed |
Fee for |
Variable non-equity payments |
Benefits |
Other |
Total |
Fair Value |
Severance indemnity at end of |
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
Bonuses
|
Profit sharing |
|||||||||||
(A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
Silvia Maria Rovere | Chairperson |
05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€310,968 | €14,7181 | €1,856 | €327,542 | ||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €310,968 | €14,718 | €1,856 | €327,542 | ||||||||
Notes: 1 Of which €14,718 for the office of Chairperson of the Sustainability Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
Matteo Del Fante |
Chief Executive Offcer and General Manager |
01/01/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€1,255,0001 | €392,358 |
€8,757 |
€1,656,116 |
€1,057,523 |
|||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €1,255,000 | €392,538 | €8,757 | €1,656,116 | €1,057,523 | |||||||
Notes: 1 Of which €490,000 as Chief Executive Officer (consisting of €40,000 in compensation determined by the Annual 2024 Resolution by Shareholders' Meeting in accordance with art. 2389, paragraph 1 of the Italian Civil Code and €450,000 in remuneration in accordance with art. 2389, paragraph 3 of the Italian Civil Code) and €765,000 as General Manager. | ||||||||||||
Carlo D'Asaro Biondo | Director |
05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €29,4361 | €55,350 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €25,914 | €29,436 | €55,350 | |||||||||
Notes: 1 Of which € 14,718 for the office of Chairperson of the Sustainability Committee and €14,718 for membership in the Control and Risk Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
Valentina Gemignani | Director |
05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €25,0201 | €50,9342 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €25,914 | €25,020 | €50,934 | |||||||||
Notes: 1 Of which €14,718 for membership in the Control and Risk Committee and €10,302 for membership in the Nominations and Corporate Governarce Committee (from 05/30/2023 to 12/31/2023). 2 Paid to employer. |
||||||||||||
Paolo Marchioni | Director |
05/08/2023 - 12/31/2023
|
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €20,6041 | €46,518 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €25,914 | €20,604 | €46,518 | |||||||||
Notes: 1 Of which €10,302 for membership in the Remuneration Committee and €10,302 for membership in the Sustainability Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
Matteo Petrella | Director | 05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €30,9071 | €56,821 | |||||||||
(II) Remuneration from subsidiaries and associates |
€10,000 | €10,000 | ||||||||||
(llI) Total | €35,914 | €30,907 | €66,821 | |||||||||
Notes: 1 Of which €20,605 for the office of Chairperson of the Control and Risk Committee and €10,302 for membership in the Related and Connected Parties Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
Armando Ponzini | Director | 05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €25,0201 | €340 | €51,274 | ||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €25,914 | €25,020 | €340 | €51,274 | ||||||||
Notes: 1 Of which €14,718 for the office of Chairperson of the Related and Connected Parties Committee and €10,302 for membership in the Remunaration Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
* The amounts included in the tables are computed on an accruals basis in respect of fixed remunaration and the short-term incentive plan ("MBO"). The variable pay shown in the tables is based on an estimate of the amount payable at the time of preparing this document, whilst awaiting approval of the Company's financial statements by the General Meeting of shareholders. | ||||||||||||
Vincenza Patrizia Rutigliano | Director | 05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €25,0201 | €340 | €51,274 | ||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €25,914 | €25,020 | €340 | €51,274 | ||||||||
Notes: 1 Of which €14,718 for the office of Chairperson of the Related and Connected Parties Committee and €10,302 for membership in the Remunaration Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
Vanda Ternau | Director | 05/08/2023 - 12/31/2023 |
appr. 2025 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€25,914 | €20,6041 | €340 | €46,858 | ||||||||
(II) Remuneration from subsidiaries and associates |
€2,167 | €2,167 | ||||||||||
(llI) Total | €28,081 | €20,604 | €340 | €49,025 | ||||||||
Notes: 1 Of which €10,302 for memership in the Nominations and Corporate Governace Committee and €10,302 for membership in the Related and Connected Parties Committee (from 05/30/2023 to 12/31/2023). | ||||||||||||
Maria Bianca Farina | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€170,323 | €5,358 | €175,680 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €170,323 | €5,358 | €175,680 | |||||||||
Giovanni Azzone | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €17,7421 | €182 | €32,117 | ||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €17,742 | €182 | €31,117 | ||||||||
Notes: 1 Of which €8,871 for the office of Chairperson of the Remuneration Committee and €8,871 for the office of the Nominations and Corporate Governance Committee. | ||||||||||||
Bernardo De Stasio | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €24,8391 | €39,033 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €24,839 | €39,033 | |||||||||
Notes: 1 Of which €12,419 for the office of Chairperson of the Control and Risk Committee, €6,210 for the membership of Chairperson of the Nominations and Corporate Governance Committee and €6,210 for membership in the Related and Connected Parties Committee. | ||||||||||||
Daniela Favrin | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €15,0811 | €182 | €29,456 | ||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €15,081 | €182 | €29,456 | ||||||||
Notes: 1 Of which €8,871 for the office of Chairperson of the Sustainability Committee and €6,210 for membership in the Remuneration Committee. | ||||||||||||
Davide Iacovoni | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €15,0811 | €29,2752 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €15,081 | €29,275 | |||||||||
Notes: 1 Of which €8,871 for membership in the Control and Risk Committee and €6,210 for membership in the Sustainability Committee. 2 Paid to employer. |
||||||||||||
Mimi Kung | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €12,4201 | €182 | €26,796 | ||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €12,420 | €182 | €26,796 | ||||||||
Notes: 1 Of which €6,210 for membership in the Nominations and Corporate Governance Committee and €6,210 for membership in the Related and Connected Parties Committee. | ||||||||||||
Elisabetta Lunati | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €15,0811 | €29,275 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €15,081 | €29,275 | |||||||||
Notes: 1 Of which €8,871 for the office of Chairperson of the Related and Connected Parties Committee and €6,210 for membership in the Remuneration Committee. | ||||||||||||
Roberto Rossi | Director | 01/01/2023 - 05/08/2023 |
appr. 2022 financial statements | |||||||||
(I) Remuneration from company preparing financial statements |
€14,194 | €15,0811 | €29,275 | |||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €14,194 | €15,081 | €29,275 | |||||||||
Notes: 1 Of which €8,871 for membership in the Control and Risk Committee and €6,210 for membership in the Sustainability Committee. |
BOARD OF STATUTORY AUDITORS
Name and surname or |
Position |
Period |
Expiry |
Fixed |
Fee for |
Variable non-equity payments |
Benefits |
Other |
Total |
Fair Value |
Severance indemnity at end of |
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
Bonuses
|
Profit sharing |
|||||||||||
(A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
1. Mauro Lonardo |
Chairperson of the Board of Statutory Auditors |
01/01/2023 - 12/31/2023 |
appr. 2024 financial statements |
|||||||||
(I) Remuneration from company preparing financial tatements |
€80,000 | €80,000 | ||||||||||
(II) Remuneration from subsidiaries and associates |
€82,117 | €82,117 | ||||||||||
(llI) Total | €162,117 | €162,117 | ||||||||||
2. Gianluigi Fiorendi | Standing Auditor |
01/01/2023 - 12/31/2023 |
appr. 2024 financial statements |
|||||||||
(I) Remuneration from company preparing financial tatements |
€70,000 | €70,000 | ||||||||||
(II) Remuneration from subsidiaries and associates |
||||||||||||
(llI) Total | €70,000 | €70,000 | ||||||||||
3. Serena Gratteschi | Standing Auditor |
01/01/2023 - 12/31/2023 |
appr. 2024 financial statements |
|||||||||
(I) Remuneration from company preparing financial tatements |
€70,000 | €70,000 | ||||||||||
(II) Remuneration from subsidiaries and associates |
€10,000 | €10,000 | ||||||||||
(llI) Total | €80,000 | €80,000 | ||||||||||
KEY MANAGEMENT PERSONNEL
Name and surname or |
Position |
Period |
Expiry |
Fixed |
Fee for |
Variable non-equity payments |
Benefits |
Other |
Total |
Fair Value |
Severance indemnity at end of |
|
---|---|---|---|---|---|---|---|---|---|---|---|---|
Bonuses
|
Profit sharing |
|||||||||||
(A) | (B) | (C) | (D) | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
Key management personnel (12 resources1) |
||||||||||||
(I) Remuneration from company preparing financial statements |
€5,395,539
|
€4,167,396
|
€201,983
|
€9,764,918
|
€2,109,019
|
|||||||
(II) Remuneration from subsidiaries and associates | 2 | 3 | 4 | |||||||||
(llI) Total |
€5,395,539
|
€4,167,396
|
€201,983
|
€9,764,918
|
€2,109,019
|
|||||||
Notes: 1There is no requirement, under existing regulations, for disclosure on an individual basis, given that in 2023, none of the Key Management Personnel received higher total compensation than the CEO-GM. 2Remuneration payable for the role of Director and for specific positions held in Group companies, approved in accordance with art. 2389 of the Italian Civil Code, amounting to a total of €991,094, is paid entirely to Poste Italiane SpA. 3Remuneration payable for participation in the Board committees of the Group companies, amounting to a total of €8,729, is paid entirely to Poste Italiane SpA. 4Remuneration payable for the role of Director and for specific positions held in Group companies, approved in accordance with art. 2389 of the Italian Civil Code, amounting to a total of €374,671, is paid entirely to Poste Italiane SpA. |
Last update: May 31, 2024
- Remuneration Highlights 2024
- Report on the 2024 remuneration policy and on the amounts paid in 2023
- Equity-based incentive plans
- Remuneration Highlights 2023
- Report on the 2023 remuneration policy and on the amounts paid in 2022
- Equity-based incentive plans
- Remuneration Highlights 2022
- Report on the 2022 remuneration policy and on the amounts paid in 2021
- Equity-based incentive plans
- Remuneration Highlights 2021
- Report on the 2021 remuneration policy and on the amounts paid in 2020
- Equity-based incentive plans
- Remuneration Highlights 2020
- Report on the 2020 remuneration policy and on the amounts paid in 2019
- Information document on Equity-based incentive plan
- Remuneration report 2019
- Information circular 2019 on Equity-based incentive plans
- Remuneration report 2018
- Incentive plan, based upon financial instruments, addressed to the material Risk Takers of BancoPosta’s Ring-Fenced Capital
- Remuneration report 2017
- Remuneration report 2016
- Information document related to the LTI plan 2016-2018
- Information Circular related to the STI plan 2017 for BancoPosta’s MRT