Remuneration Report
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REMUNERATION REPORT 2017 CORPORATE GOVERNAN CE AND OWNERSHIP STRUCTURE REPORT A year hallmarked by transformation A unique pictorial symbol that incorporates the various corporate spirits within the evolutionary dynamic experienced by the Cattolica Assicurazioni Group. An industrial and cultural transformation towards innovation. SUSTAINABILITY REPORT REPORTS AND FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS REMUNERATION 2017 REPORT Drawn up pursuant to Art. 24 of ISVAP Regulation No. 39 dated June 2011, Art. 123-ter of the Consolidated Finance Law and Art. 84-quater of the Issuers’ Regulations. → CATTOLICA ASSICURAZIONI CONTENTS INTRODUCTION 5 4 - THE 2018 REMUNERATION POLICIES 23 4.1 Remuneration of the Directors and SECTION 1 7 the Control Bodies 24 4.2 Remuneration of “Personnel” 26 PRELIMINARY REMARKS 7 4.3 Remuneration of other individuals 30 1 - INTRODUCTION TO THE 4.4 Processes in the event of termination REMUNERATION POLICIES 9 of the employment contract 32 1.1 Definitions 10 4.5 Communication of the Variable 1.2 Reference principles and guidelines 10 Remuneration System 32 1.3 Scope of application 11 4.6 Audits on the Remuneration Policies 33 1.4 Identification of “Personnel” 12 4.7 Information for the General Meeting 34 2 - GOVERNANCE OF THE SECTION 2 35 REMUNERATION POLICIES 13 PRELIMINARY REMARKS 35 2.1 The General Meeting 14 2.2 The Board of Directors 14 APPENDIX 2 2.3 The Remuneration Committee 15 COMPENSATION PAID TO THE MEMBERS OF THE 2.4 The Control and Risks Committee 16 MANAGEMENT AND CONTROL BODIES, THE GENERAL MANAGERS AND OTHER MANAGERS WITH STRATEGIC 2.5 Senior Management 16 RESPONSIBILITIES 36 2.6 The Human Resources Department 16 2.7 The Control Departments 17 APPENDIX 3 2.8 The Planning & Management Control MONETARY INCENTIVISATION PLANS IN FAVOUR Departments, Administration, Actuary, OF MEMBERS OF THE MANAGEMENT BODY, THE Legal Affairs and Corporate Transactions, GENERAL MANAGERS AND OTHER MANAGERS WITH Secretary General 17 STRATEGIC RESPONSIBILITIES 45 3 - IMPLEMENTATION OF THE APPENDIX 4 2017 REMUNERATION POLICIES 19 SHARES OF THE MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, THE GENERAL MANAGERS 3.1 Implementing Principles of the AND OTHER MANAGERS WITH STRATEGIC 2017 Remuneration Policies 20 RESPONSIBILITIES 47 3.2 Remuneration of the Directors and Control Bodies in 2017 20 3.3 Remuneration of “Personnel” in 2017 21 3.4 Remuneration of other individuals in 2017 21 3.5 Audits carried out by the Control Departments in 2017 21 3 → CATTOLICA ASSICURAZIONI INTRODUCTION Our Company is experiencing great and rapid change: a new Chief Executive Officer was appointed, several management positions have changed, and we have a challenging 2018-2020 Business Plan. This foresees the growth of operating profits above 60% and dividends up 50% compared to 2016 as part of increased capital solidity, together with reviewing organisational processes to make them more efficient and promoting digital culture. Moreover, the employment market and competitors show remuneration practices that greatly award competency and commitment. A trend appreciated and required by financial markets. In this context, the Board of Directors, with the favourable opinion of the Remuneration Committee and having heard the Control and Risks Committee, has decided to review the incentive systems currently in place and submit them to the General Meeting for the necessary deliberations, with the following objectives: • Guiding the performance of Top Management and any member of staff contributing at a high level to the achievement of the three-year Plan’s targets; • Rewarding annual performance, provided that the set targets are met; • Retaining talent already working for the company and attracting others from the market. 5 → CATTOLICA ASSICURAZIONI SECTION 1 PRELIMINARY REMARKS The Società Cattolica di Assicurazione, hereinafter “the Company”, by decision of the Board of Directors, with the favourable opinion of the Remuneration Committee, submits the Remuneration Report for the year 2017 for the approval of the General Meeting. This document is drawn up in accordance with the legislation and regulations in force, with particular reference to ISVAP Regulation No. 39 of 9 June 2011 (hereinafter the “Regulation”) and Art. 275 of Regulation (EU) 2015/35 on Remuneration Policies in insurance companies, and in accordance with CONSOB Regulation 17221 referring to related-party transactions and the Issuers’ Regulations issued by CONSOB in execution of the requirements of Art. 123-ter of the Consolidated Finance Law (TUF). The Report also follows the principles indicated by the latest version of the Code of Conduct for listed companies, and has the following structure: → SECTION 1: with reference to the Directors, the Control Bodies, the General Managers and other Managers, it reports on the implementation of the 2017 Policies as regards the remuneration of the individuals governed by the Regulation, and contains information about the principles and guidelines used by Società Cattolica di Assicurazione to determine the Remuneration Policy for the 2018 financial year, in addition to information relating to the procedures used for adopting and implementing that policy; → SECTION 2: is divided in two parts. The first presents each of the items that make up the remuneration; the second reports analytically on the compensation paid in the previous financial year, in any capacity and any form, by the Company and subsidiary and associate companies, using the tables appended to the Report, which form an integral part of the Report. Pursuant to Art. 24, paragraph I, let. d) of the Regulation, it is stressed that these Policies have been updated with respect to the version approved by the General Meeting in 2017, also in light of the instructions shared with the Control Departments. 7 INTRODUCTION TO THE REMUNERATION 1 POLICIES Remuneration Report 2017 → → CATTOLICA ASSICURAZIONI strategic responsibilities, must, therefore, be established Furthermore, in accordance with its history, the corporate INTRODUCTION TO THE by taking the requirement of a profitable and sustainable nature and the principles that inspire its activity, when management into account. Therefore, coherency of determining the Remuneration Policies, the Company also REMUNERATION POLICIES the Remuneration Policies with the Company’s risk aims to remember and respect the following principles: 1 management policy was ensured. • uniform salary compensation for equivalent roles and responsibilities and to protect differences of origin and Furthermore, coherency was ensured with the market gender; references encountered, both in terms of overall 1.1 DEFINITIONS • balance the corporate remuneration level with that of the positioning and pay-mix. In particular, with respect market of reference; to previous years the new Remuneration Policies For the purposes of these Policies, the following definitions are adopted (in alphabetical order): • progressiveness in applying the bonus system that guides greatly value merit and performance by reinforcing the performance and conduct carried out in the long term. → Senior Management - denotes the figures of the Chief → Long Term Incentive (LTI) - an incentive system based variable compensation systems for the entire company Executive Officer and the General Managers; on results achieved based on predefined long-term population. The above is in the conviction that by defining and objectives; → Bonus - value of variable remuneration, calculated as a applying Remuneration Policies consistent with the above To this end, the incentivisation plans envisage indicators that percentage of the GAS, paid once the objectives envisaged → Malus - a contractual clause that foresees the possibility principles, it is possible to: by the incentivisation plans have been reached; of not providing all or part of any matured deferred are aimed to guide the conduct of Personnel in relation to • contribute to creating long-term value for all stakeholders; variable remuneration, if, after the deferment period, the the sector’s typical risk types. Clawback - a contractual clause that provides for the • encourage the creation of long-term business strategies, possibility to request that all or part of the compensation established objectives were not achieved or there has The individuals subject to the Remuneration Policies must stated in the strategic/business plans; paid on the basis of results that were non-lasting or been a significant deterioration in the company’s capital or not use personal or insurance hedging strategies that may • safeguard the image and reputation of the Company, in effective due to malicious or seriously negligent conduct financial situation; alter or nullify the risk alignment effects included in the line with what is outlined in its own Code of Conduct; be repaid; Management by Objectives (MbO) - an incentive system → variable remuneration mechanisms. • motivate directors, managers and associates to respond related to results achieved based on the predefined annual → Code of Conduct - the Code of Conduct of companies with appropriate professionalism to the objectives that objectives; listed on the Milan Stock Exchange, in the version approved the Company sets, encouraging their full achievement. in July 2015 by the Corporate Governance Committee; → Personnel - denotes all individuals defined in letter f) of Art. → Deferment - postponement, in a predetermined time 2, paragraph 1 of ISVAP Regulation No. 39 of 9 June 2011; frame, of the payment