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 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.

The Bank availed itself of the support of the law firm Bonelli Erede for the analysis of technical-legal issues in preparing its remuneration policy.

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 2025 essentially in line with that of the previous year. The main changes compared to the remuneration policy resolved by the Shareholders’ Meeting on 18 April 2024 include, in particular:

Section 1

Regulatory Foreword, instead of the Chairman’s signature.
Executive Summary.
Representation of the Remuneration Committee business cycle.
Representation of the Pay Mix Target (AD, FAC, and Other DRS)
New ESG KPIs.
Update of the CEO’s remuneration according to the new Management Agreement.

Section 2

Disclosure of the Group’s main economic/financial results.
Representation of the relationship between the 2022-2024 business plan and the 2024 incentive schemes.
Representation of the Final Pay Mix (CEO, Co-General Managers and Other ESR).

Year

Month

Inside information

27/03/2025