Management and board pay
chief executive officer
The annual variable component (Annual Monetary Incentive Plan - IMA) is calculated with reference to a target incentive level (performance = 100) and a maximum level (performance = 130) respectively equal to 50% and 65% of the fixed remuneration, in connection with the results achieved by Snam in the previous year compared with the targets defined. A threshold level is set (performance = 85) below which the short-term incentive is not delivered. The 2017 targets approved by the Board of Directors are based on:
- Free Cash Flow (30%)
- Operating efficiency (30%)
- Investments (20%)
- Development of non-regulated activities – CNG (10%)
- Sustainability - accident frequency index and DJSI, FTSE4GOOD and VigeoEurope indexes (10%)
With regards to the indemnity for the termination of the directorship and executive position of the Chief Executive Officer, it will be aligned with the recurring practice in reference markets and as already adopted by Snam in the past. Specifically, if the term of office is not renewed when it expires, or if it is terminated in advance, two years of fixed annual compensation would be payable upon termination of employment plus the average of the Annual Monetary Incentive paid over the last three years, subject to the application of the provisions of the national contract for executives of companies that produce goods and services. The Remuneration Committee intends to submit its proposal to the Board of Directors as soon as practicable.
In line with the provisions of national agreements and supplementary company agreements for Snam senior management, the CEO comes under the supplementary pension (FOPDIRE), the supplementary healthcare benefits scheme (FISDE) and another health insurance (Generali/Previgen) to supplement the FISDE, life and disability insurance cover, as well as a company car for personal and business use.
MANAGER WITH STRATEGIC RESPONSABILITIES
In line with the provisions for the CEO, Managers with Strategic Responsibilities are part of the 2017-2019 shared-based Long-Term Incentive Plan (ILT) for managerial roles which have a great impact on company results. This Plan has the same performance conditions and characteristics as the Plan for the CEO. For Managers with Strategic Responsibilities the incentive assigned is differentiated by the level of the position up to a maximum of 150% of the fixed remuneration.
The number of shares granted at the end of the three-year (vesting) period is calculated in relation to the results achieved.
Managers with Strategic Responsibilities come under the supplementary pension (FOPDIRE), the supplementary healthcare benefits scheme (FISDE) and another health insurance (Generali/Previgen) to supplement the FISDE, life and disability insurance cover, as well as a company car for personal and business use.
The Shareholders’ Meeting of 26 March 2013 determined the remuneration of directors, setting fixed gross annual compensation at € 40,000 plus reimbursement of expenses incurred in relation to the position.
Their remuneration is not linked to corporate results nor do these directors benefit from share-based incentive plans.
Additional annual compensation is provided for participation in board committees:
- for the Control and Risks Committee, with regard to the increasingly important role exercised in the oversight of company risks,€ 30,000 for the Chairman and € 20,000 for the other members
- for the Remuneration Committee, the Appointments Committee and the Sustainability Committee € 20,000 for the Chairman and € 15,000 for the other members.
There are no agreements for severance pay for Non-executive directors or compensation in the event of dismissal or termination of employment without just cause or if their employment is terminated following a takeover bid.
31 August 2017 - 10:35 CEST