2017 Remuneration Report
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2017 Remuneration Report Approved by the Board of Directors on March 16, 2017 Mission We approach each challenge with innovative, reliable and secure solutions to meet the needs of our clients. Through multicultural working groups we are able to provide sustainable development for our company and for the communities in which we operate. Values Innovation; health, safety and environment; multiculturalism; passion; integrity. Countries in which Saipem operates EUROPE Austria, Belgium, Bulgaria, Croatia, Cyprus, Denmark, France, Italy, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Principality of Monaco, Romania, Spain, Sweden, Switzerland, Turkey, United Kingdom AMERICAS Argentina, Bolivia, Brazil, Canada, Chile, Colombia, Ecuador, Mexico, Panama, Peru, Suriname, United States, Venezuela CIS Azerbaijan, Georgia, Kazakhstan, Russia, Turkmenistan, Ukraine AFRICA Algeria, Angola, Congo, Egypt, Gabon, Ghana, Ivory Coast, Libya, Morocco, Mozambique, Namibia, Nigeria, Uganda MIDDLE EAST Iraq, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates FAR EAST AND OCEANIA Australia, China, India, Indonesia, Malaysia, Singapore, South Korea, Taiwan, Thailand 2017 Remuneration Report Letter from the Chairman of the Compensation and Nomination Committee 2 Foreword 3 Overview 4 2017 Remuneration Policy 4 2016 Remuneration Report (Section I) - Results of vote at Shareholders’ Meeting 5 Pay-mix 6 Section I - 2017 Remuneration Policy 8 Governance of the remuneration process 8 Bodies and persons involved 8 Saipem Compensation and Nomination Committee 8 2017 Remuneration Policy approval process 11 Aims and general principles of the Remuneration Policy 11 Aims 11 General principles 11 2017 Remuneration Policy Guidelines 13 Chairman of the Board of Directors and non-executive Directors 14 CEO 14 Senior Managers with strategic responsibilities 18 Section II - Remuneration and other information 21 Implementation of 2016 remuneration policies 21 Fixed remuneration 21 Remuneration for service on Board Committees 21 Variable incentives 21 Indemnities for termination of office or termination or employment 23 Benefits 23 Payment against the Board of Directors’ option for implementation of the non-competition agreement 23 Remuneration paid in 2016 24 Table 1 - Compensation paid to Directors, Statutory Auditors 24 and Senior Managers with strategic responsibilities Table 3A - Incentive plans based on financial instruments other than stock options payable to Directors 26 and to Senior Managers with strategic responsibilities Table 3B - Monetary Incentive Plan for Directors and Senior Managers with strategic responsibilities 27 Shares held 28 Table 4 - Shares held by Directors and Senior Managers with strategic responsibilities 28 Annex pursuant to Article 84-bis of the Consob Issuers Regulation 28 - Implementation for 2016 of the share-based Long-Term Incentive Plan 2016-2018 Table 1 of scheme 7 from Annex 3A of Regulation No. 11971/1999 28 The Report is published in the ‘Governance’ section of Saipem’s website (www.saipem.com) 1 SAIPEM Remuneration Report / Letter from the Chairman of the Compensation and Nomination Committee Letter from the Chairman of the Compensation and Nomination Committee Dear Shareholders, incentive plans, short and long term, of the entire management. I am very pleased to present Saipem’s 2016 saw the completion of the activities Remuneration Report for 2017 also on behalf included in the annual programme and the of the Remuneration and Nomination launch of preliminary investigations aimed at Committee and the Board of Directors. defining the following: the proposed 2017 Saipem’s distinctive values are innovation, Remuneration Policy, the voting policies for sustainability, integrity and multiculturalism. the main proxy advisors and institutional Maria Elena Cappello These are represented by a team of people investors and reference salary benchmarks, who unite passion with work, ensuring fairness the assessments of the implementation of the and transparency in all spheres of activity, 2016 Remuneration Policy, as required by the including through a control and monitoring Corporate Governance Code. The constant system that embraces the highest dialogue with shareholders and investors international standards and guidelines. allows us in fact to improve the effectiveness The Saipem Remuneration Policy is the of our remuneration systems. fundamental tool to attract, retain and Additionally, in 2016 the new medium- to motivate people who reflect these high long-term incentive system was implemented standards and principles. Here in Saipem, we for the first time and is based on shares consider human capital our main competitive approved by the Shareholders April 29, 2016. value. The Committee proposes to orient its Proposals for 2017 Remuneration Policy decisions in line with the Company’s strategic Guidelines, approved by the Board of and operational requirements. Directors on March 16, 2017 and described in In line with the past year we consider the Section I of this Report, do not show constant and transparent dialogue with substantial changes compared to the shareholders and investors a key element of Remuneration Policy implemented in 2016 our way of working. Through the because we strongly believe that a coherent Remuneration Report, we intend to raise the and consistent remuneration policy ensures awareness of our shareholders on the business continuity to the Company. principles of the remuneration policy and the programmes through which it is structured Special thanks to Directors Federico and how these programmes have the ultimate Ferro-Luzzi and Francesco Antonio Ferrucci goal of creating sustainable shareholder value for their significant contribution to the work of over the long term and to promote the the Committee together with a heartfelt company’s mission and values. appreciation for the role played by the The results of the shareholders voting on the structures of Saipem and its people. first section of the 2016 Remuneration Confident that this Report that I submit gives Report, fully analysed by the Committee, testimony to the Committee’s determination confirmed a growing appreciation of the to pursue an effective and transparent planned policies. Pursuing continuous dialogue with shareholders and investors, with improvement, this Remuneration Report the goal of receiving guidance and feedback shows greater clarity, synthesis and effective and maximising consensus on policies disclosure, including new schematic elements presented at the annual meeting, I also thank and graphics, oriented towards increased you, on behalf of the other members of the transparency. Committee, for the support you will give to During 2016, the Committee discussed and policies planned for 2017. approved the Regulations implementing the general principle of clawback in order to follow March 16, 2017 the recommendations made in the Corporate Governance Code for listed companies in July The Chairman of the Compensation 2015 and to define the terms, procedures, and Nomination Committee roles and corporate functions involved in the application of the clause inserted in the 2 SAIPEM Remuneration Report / Foreword Foreword The Saipem Remuneration Policy was value creation for the Company’s approved by the Board of Directors on March shareholders in the medium to long term. 16, 2017 on the proposal of the This Report was prepared, in compliance with Compensation and Nomination Committee, current regulatory and legislative obligations2, made up entirely of non-executive and in consideration of analysis and further independent Directors, and was defined in research regarding the results of shareholder accordance with the Governance model voting, feedback received from shareholders adopted by the Company and with the and the primary proxy advisers on the 2016 guidance on remuneration of the Corporate Saipem Report, as well as the results of the Governance Code for listed companies engagement activities with the proxy advisors promoted by Borsa Italiana (subsequently the and market practices of leading listed ‘Corporate Governance Code’), which Saipem companies. complies with, in the latest version approved The Compensation and Nomination in July 20151. Committee also took account of the relevant In keeping with the guidelines set out in the legislative and corporate governance Company’s Strategic Plan, this policy framework, with the aim of assuring the promotes alignment of the interests of broadest clarity, completeness and usability management with the priority objective of of the information provided. (1) For additional information on the terms of Saipem’s adoption of the Corporate Governance Code, see the section ‘Governance’ on the Company website (http://www.saipem.com) and the document ‘Corporate Governance and Shareholding Structure Report 2016’. (2) Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of the Consob Issuers Regulation (No. 11971 as amended). 3 SAIPEM Remuneration Report / Overview Overview This 2017 Remuneration Report defines and high profile professional and management illustrates the following: personnel; (ii) providing incentives for the - in Section I, the Policy adopted by Saipem achievement of strategic objectives and SpA (‘Saipem’ or the ‘Company’) for 2017 sustainable growth of the business; for the remuneration of Company Directors (iii) aligning the interests of management with and Senior Managers with strategic the priority objective of creating sustainable responsibilities3, indicating