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 the Board of Directors, the Chief Executive Officer, the Board of Statutory Auditors, the General Manager and the remaining 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 supports 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 22 April 2021. In light of the positive results of last year’s Shareholders ‘Meeting vote, Banca Ifis decided to submit a remuneration policy for the year 2021 to the Shareholders’ Meeting that is essentially consistent with the past, except for adjustments needed, to adopt the changes established by the new Issuers’ Regulation and the Corporate Governance Code. Therefore, among the main changes introduced by the Group’s remuneration and incentive policies for 2021, the following should be noted:

The reference to the results of meeting votes for both Sections of the Report on the remuneration policy and on the remuneration paid in the previous year.
The introduction of the “gender neutrality” principle. Banca Ifis intends to ensure remuneration levels that are consistent with reference markets, pursuing its intention to attract, motivate and withhold resources with the best performance and the highest value and potential. In this context, the Banca Ifis Group intends to continue pursuing the principle that remuneration policies must be gender neutral for all personnel.
Introduction, pursuant to the new wording of art. 123-ter of the Consolidated Law on Finance, the wording of the “exceptional circumstances” that allow for derogations from the remuneration policy last approved by the shareholders, the procedural conditions under which the derogation can be applied and the specification of the elements of the policy from which it can be derogated ; the exceptional circumstances refer to situations in which the derogation is necessary for the purpose of “pursuing long-term interests and sustainability as a whole or to ensure its ability to stay on the market” (art. 123-ter, paragraph 3-bis)
The provision of a more challenging variable remuneration for the CEO and GM, with more precise and complex performance measurement criteria.
Other amendments made necessary and/or appropriate on the basis of the Issuers ‘Regulation (Art 84-quater and Annex 3 ° TEMPLATE No. 7-bis of the Issuers’ Regulations adopted with resolution no. 11971 of 14 May 1999 and updated with the amendments made by resolution no. 21623 of 10 December 2020).

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Inside information

02/04/2021