Remuneration

We have adopted a remuneration system that can attract, retain and motivate highly qualified resources, in compliance with the principles of financial sustainability and sound and prudent risk management.

Principles and purposes

In order to attain challenging targets and continue to be a competitive player in the financial market, we must avail ourselves of highly qualified and motivated personnel who act in accordance with the ethical principles for sustainable business.

This policy is defined by the Parent Company with the aim of aligning the conduct of management and staff with the interests of all stakeholders, guiding their action towards the achievement of sustainable medium to long-term objectives – including sustainable finance objectives that take into account, amongst others, environmental, social and governance (ESG) factors, within the framework of prudent current and prospective risk-taking.

Banca Ifis Group’s remuneration and incentive system is based on the following principles:

Promote sound, effective risk management, which does not encourage the assumption of risks exceeding the tolerated risk level;
Promote the Group’s competitiveness and good governance of the Group, attract and retain individuals with professionalism and skills appropriate to the needs of the Group, in particular if they hold relevant roles in the company organization;
Promote compliance with all legal and regulatory provisions, as well as transparency and fairness in relations with customers, discouraging any violation and/or unfair commercial practice;
Make corporate objectives consistent with the Group’s sustainable growth objectives;
Search for the best alignment between the interests of the various stakeholders;
Focus attention on risk containment policies;
Avoid altering or undermining the risk alignment effects inherent in remuneration mechanisms;
Avoid creating conflict of interest situations.

Governance of remuneration

The corporate bodies that prepare and approve the remuneration and incentive policies are:

The ordinary Shareholders’ Meeting in addition to establishing the remuneration due to the bodies it has appointed, approves:
- The remuneration and incentive policies for corporate bodies and other personnel;
- Any remuneration plans based on financial instruments;
- The criteria for calculating the remuneration to be agreed in the event of early termination of the employment relationship or early termination of office, including the limits established for remuneration in terms of annual instalments of fixed remuneration and the maximum amount that may result from their application.
The Shareholders’ Meeting may also:
- decide, when approving the remuneration policies, the ratio between the variable and the fixed component of individual remuneration of personnel that exceeds 100%, (1:1 ratio), but which, in any way, may not exceed the limit set forth by the applicable legal and regulatory provisions pro tempore (currently equal to 200%, a ratio of 2:1).
- establish, pursuant to Article 2389 of the Italian Civil Code, remuneration for members of the Board of Directors;
- determine a total amount of remuneration for all Directors, including those assigned specific tasks.
The Board of Directors has sole jurisdiction over the remuneration and incentive policies to be submitted to the Shareholders’ Meeting. The Board of Directors reviews these policies at least once a year and is responsible for their correct implementation.
The Remuneration Committee assists the Board of Directors with defining the remuneration and incentive policies.
The Sustainability Committee as the Steering Committee that assesses the Group’s remuneration and incentive policies as set out in the Report on Remuneration Policy and Remuneration Paid, with reference to issues related to ESG objectives.
The Head of Human Resources prepares the remuneration policies mainly with the support of Compliance and Risk Management.
The CEO, who is responsible for implementing strategic directions and company management, and makes use of the General Management. Regarding personnel management, the CEO is responsible for:
- Defining and implementing the Group’s employee management process;
- Approving the employee budget, in line with the organisational structure approved by the Board of Directors; in this regard, the CEO ensures that current and future professional/profile needs are measured and are consistent with strategic choices.
The General Management.
The Control Functions.
The Human Resources Department.
Strategic Planning.

In developing its remuneration policy, the Bank relied on the support of the law firm Bonelli Erede for the analysis of specific technical and legal issues and the consultancy firm Mercer, which specialises in remuneration.

Updating the remuneration policies

In light of the positive outcome of the shareholders’ meeting vote, Banca Ifis decided to submit to the shareholders’ meeting a remuneration policy for FY 2026 essentially in line with that of the previous year. The main changes compared to the remuneration policy resolved by the Shareholders’ Meeting on 17 April 2025 include, in particular:

overview of the strategic and organisational context in which the 2026 remuneration policy is set;
introduction of an in-depth paragraph on the approach adopted for remuneration benchmarking;
alignment of the variable/fixed limit to the 2:1 of illimity Bank S.p.A. to the 1:1 already present in Banca Ifis, with a view to harmonisation, especially for the economic and regulatory treatment of the Group’s Key Personnel;
application of the Ifis Entry Gates to all subsidiaries of the Group;
harmonisation of the payout curve between Banca Ifis and illimity Bank for the short-term incentive system for personnel in the commercial functions (not included in the scope of Key Personnel), up to a maximum of 130% of the bonus target, and for the Group’s Key Personnel, up to 100% of the bonus target;
extension of one-off payments to include Key Personnel (excluding Key Managers), based on documented evidence of performance and results actually achieved, and within specific limits;
disclosure of the remuneration of the Board Committees and the Board of Statutory Auditors;
new ESG KPIs for the 2026 short-term incentive system of the entire Banking Group;
introduction of a specific deferral scheme for the most Non-Senior Key Personnel whose variable is of a particularly high amount, as required by law;
replacement, in the scorecards of the CEO and the Co-General Managers, of the indicator relating to the credit cost with the indicator relating to credit quality;
replacement of the CET1 capital adequacy ratio with the consolidated Total Own Funds Ratio for the purposes of the malus, in line with the asset indicator of the access gates;
introduction of an ad hoc paragraph on the remuneration of personnel providing investment services, in line with the provisions of EU Delegated Regulation 2017/565;
description of the main characteristics of the remuneration policy of Fürstenberg SGR and Fürstenberg SIM.

Year

Month

Inside information

26/03/2026