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. The remuneration and incentive policy is defined by the Parent Company in order to attract, motivate and retain people holding the professional qualities required to profitably pursue, in accordance with corporate values and according to a policy of prudent risk management, the short and/or medium-long term objectives, related to the Group’s strategic objectives, thus contributing to achieving results aimed at strengthening the operational, economic and financial solidity of the Company in the long term and safeguarding the sustainability of the Banca Ifis Group. 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 establishes the remuneration due to the bodies it appoints. It 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 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 Head of Human Resources prepares the remuneration policies mainly with the support of Compliance and Risk Management.

Updating the remuneration policies

The remuneration policies were updated by the Shareholders’ Meeting of 28 April 2022. In light of the positive results of last year’s Shareholders’ Meeting vote, Banca Ifis decided to submit a remuneration policy for the year 2022 to the Shareholders’ Meeting that is essentially consistent with the past, except for new legislation envisaged in particular by the Supervisory Provisions in transposition of the CRDV (Directive 2019/878/EU). Therefore, among the main changes introduced by the Group’s remuneration and incentive policies for 2022, the following should be noted:

Introduction – in the scope of reference of the corporate objectives and values that the Group’s 2022 remuneration policy must respect – of sustainable finance objectives that take into account, among other things, environmental, social and governance (ESG) factors and clarification of the “gender neutrality of remuneration policies“, to be verified with annual monitoring of the gender pay gap and the implementation of any corrective actions;
Provision, in line with the 37th update of Circular 285, for the role of the Remuneration Committee assisting the Board of Directors in reviewing the policies at least once a year, analysing the gender neutrality of remuneration policies and assessing the gender pay gap and its evolution over time;
Alignment with the CRDV; in particular, for the purposes of application of the remuneration policy, the Banca Ifis Group cannot be classified as “small in terms of size and operations” and is therefore required to apply the entire policy “proportionally”, i.e. taking into account the characteristics and size as well as the riskiness and complexity of the activity carried out. However, as provided for by the applicable regulations, the Group is not required to apply the aforementioned more detailed rules of Section III of the Supervisory Provisions to key personnel whose annual variable remuneration meets these two conditions:
- does not exceed 50,000 euros
- does not represent more than one-third of the total annual remuneration;

Raising the deferral period for variable remuneration above the materiality threshold to 4 years for key personnel;
Exclusion of the possibility of recognising more than one retention bonus for the same event or for the same justification, or for simultaneous events or justifications, for one staff member, except in exceptional and appropriately justified cases;
With regard to the policy on identifying key personnel, alignment with Circular 285/2013, 37th update and Delegated Regulation of the Commission (EU) 2021/923 of 25 March 2021 (which transposes the EBA Regulatory Technical Standards of June 2020) regarding qualitative and quantitative criteria for the identification of key personnel, without prejudice to the possibility of introducing criteria in addition to the regulatory criteria;
Revision of the short term incentive plans (STIs);
Definition of the operating criteria of the Long Term Incentive Plan 2021-2023.

Year

Month

Inside information

31/03/2022