ANNEX 1 TO 2017 FINECOBANK COMPENSATION POLICY

Transcription

1 ANNEX 1 TO 2017 FINECOBANK COMPENSATION POLICY INFORMATION TABLES PURSUANT ART. 84QUATER ANNUAL REPORT SECTION II OF THE REGULATION N ISSUED BY COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB)

2 7. Compensation Tables 7.1 Disclosure as per section 84quater of the Italian National Commission for Listed Companies (Consob) Issuers Regulation no A set of tables presents in the following pages the information that the Company is required to provide as per Section 84quater of Consob s Issuers Regulation nr For a more detailed understanding of the methodological criteria underlying the information reported in the various tables, reference is made to Annex 3A of the said Consob Regulation. In particular: TABLE 1: Compensation paid to members of the Administrative and Auditing Bodies, to General Managers and to other Executives with strategic responsibilities Provides, at an individual level and on an accrual basis, the details of the compensation paid to the Chief Executive Officer and General Manager, to the members of the Board of Directors and of the Board of Statutory Auditors. For the other 5 Executives with strategic responsibilities the information is provided on an aggregate basis. The overall compensation paid by FinecoBank to the Board of Directors for 2016 amounts to Euro The overall compensation paid by FinecoBank to the Board of Statutory Auditors for 2016 amounts to Euro The Fair value of equity compensation (column 7) does not represent a value actually paid to/gained by the beneficiaries of equity plans, being instead the cost that the Company is booking on an accrual basis and during the vesting period in consideration of the provision of the incentives based on financial instruments. More details on such plans are provided at the following Table 2 and Table 3A. TABLE 2: Stock Options assigned to the members of the Administrative Body, to General Managers and other Executives with strategic responsibilities Nor the nonexecutive members of the Board of Directors, nor the members of the Board of Statutory Auditors benefit from any incentive plan, be it based on financial instruments or cash. Only the Chief Executive Officer and General Manager and the Executives with strategic responsibilities benefit from Stock Option/Performance Stock Options plans launched by UniCredit Group in the previous years. At current prices, all stock options, for which it could be possible to exercise the right ( vested ), are largely underwater. TABLE 3A: Incentive plans based on financial instruments other than stock options, in favour of members of the Administrative Body, General Managers and other Executives with strategic responsibilities The table reports additionally to the shares granted within medium and/or long term incentive and retention equity plans also the number of shares promised and/or granted in connection with the deferral of the annual incentive systems. TABLE 3B: Monetary Incentive Plans in Favour of Members of the Administrative Body, General Managers and other Executives with strategic responsibilities Provides the details of all the cash incentives accrued during the year in favour of the Chief Executive Officer and General Manager and of the other Executives with strategic responsibilities. Neither the nonexecutive members of the Board of Directors, nor the Statutory Auditors receive any variable compensation. Information on the investments held by the members of the Administrative and Auditing Bodies, by General Managers and by other Executives with strategic responsibilities Table 1 and Table 2, drafted in compliance with schedule 7ter, provide the shareholding in FinecoBank held by the Chief Executive Officer and General Manager, the other members of the Board of Directors, the members of the Board of Statutory Auditors and the other Executives with strategic responsibilities. FinecoBank 2017 Compensation Policy 1

3 Section III Annual compensation Report 7. Compensation Tables (Continued) 7.1 Disclosure as per section 84quater of the Italian National Commission for Listed Companies (Consob) Issuers Regulation no (Continued) Consob Issuers Regulation nr Annex 3A / Schedule 7bis Amounts in Euro TABLE1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsabilities (A) (B) (C) (D) (1) (2) (3) (4) (5) (6) (7) (8) Variable nonequity Fixed compensation compensation Severance Compensatio Compensation Other Fair Value of indemnity for Emoluments Lump sum n for specific Nonmonetary Name and surname Office Period of which office was held Office expiry for committee Bonuses and remunara Total equity end of office or resolved by the Attendance expense offices ex Employment Profit benefits Total partecipation other tion compensation termination of Shareholdes' tokens reinbursements sec fixed salary sharing incentives employment Meeting **** Italian Civil Code Profit sharing Enrico Cotta Ramusino Chairman of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/ Francesco Saita Vice Chairman of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/ Chairman of the Audit and Related Parties Committee 01/01/ /12/2016 approv. AR at 31/12/ Alessandro Foti Chief Executive Officer/ General Manager** 01/01/ /12/2016 approv. AR at 31/12/ Girolamo Ielo Member of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/ Chairman Corporate Governance*** 01/01/ /04/ Member of the Remuneration and Appointments Committee 01/01/ /12/2016 approv. AR at 31/12/ B O A R D O D R C O R Pietro Angelo Guindani Member of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/ Member of the Audit and Related Parties Committee 01/01/ /12/2016 approv. AR at 31/12/ Mariangela Grosoli Member of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/16 Member of the Audit and Related Parties Committee 01/01/ /12/2016 approv. AR at 31/12/ Member of the Remuneration and Appointments Committee 01/01/ /12/2016 approv. AR at 31/12/ Gianluigi Bertolli Member of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/ Chairman of the Remuneration and Appointments Committee 01/01/ /12/2016 approv. AR at 31/12/ Laura Stefania Penna* Member of the Board of Directors 01/01/ /12/2016 approv. AR at 31/12/16 Manuela D'Onofrio* Member of the Board of Directors 08/11/ /12/2016 approv. AR at 31/12/16 Marina Natale* Member of the Board of Directors 01/01/ /10/2016 * Employees of UniCredit Group in compliance with what has been defined at Gropu level in the "Policy in materia di struttura, composizione e remunerazione degli Organi Sociali delle Società di Gruppo", the Board of Directors' members who are employees of UniCredit Grouo renounce to the total amount of their appointment asboard members. **10% of the amount has been paid by UniCredit S.p.A. *** With the Board of Directors resolution of February 08, 2016, has been elected as Chairman Corporate Governance 231/2001 an external member persuant of the new Unicredit guidelines related to the update "modello di organizzazione, gestione e controllo ex D. Lgs. 231/2001" TOTAL BOARD OF DIRECTORS F I E T S Compensation Policy FinecoBank

4 O C O G N D A C A Amounts in Euro (A) (B) (D) (2) (4) (5) (6) (7) (8) Fixed compensation Name and surname Period of which office was held Office expiry TABLE1: Compensation paid to members of the administrative and auditing bodies, to general managers and to other executives with strategic responsabilities (C) (1) (3) Emoluments resolved by the Shareholdes' Meeting Attendance tokens Lump sum expense reinbursements **** Compensatio n for specific offices ex sec Italian Civil Code Employment fixed salary Total Compensation for committee partecipation Variable nonequity compensation Bonuses and other incentives Profit sharing Nonmonetary benefits Other remunara tion Total Fair Value of equity compensation Severance indemnity for end of office or termination of employment GianCarlo Noris Gaccioli Barbara Aloisi Mariano Viozzi Federica Bonato Marzio Duilio Rubagotti TOTAL BOARD OF STATUTORY AUDITORS Chairman of the Board of Statutory Auditors 01/01/ /12/2016 approv.bil al 31/12/ Standing Auditor 01/01/ /12/2016 approv.bil al 31/12/ Standing Auditor 01/01/ /12/2016 approv.bil al 31/12/ Alternate Auditor 01/01/ /12/2016 approv.bil al 31/12/16 Alternate Auditor 01/01/ /12/2016 approv.bil al 31/12/ **** To be considered as expense reimbursements "a piè di lista" and reimbursement per Km *****The amount is referred to the fringe benefit of the insurance policy Directors & Officers (D&O) that covers the entire year. Other Executives with Strategic Responsabilities (total no. 5) I L L E S I L E FinecoBank 2017 Compensation Policy 3

5 Section III Annual compensation Report 7. Compensation Tables (Continued) 7.1 Disclosure as per section 84quater of the Italian National Commission for Listed Companies (Consob) Issuers Regulation no (Continued) Amounts in euro TABLE 2: Stock Option assigned to the Members of the Administrative Body, to General Managers and other Executives with Strategic Responsabilities Opzions held at the beginning of the year Opzions assigned during the year Options exercised during the year (A) (B) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) Name and surname Office Plan Number of Options Exercise Price Period of Possible Exercise (from.. to) Number of Options Exercise Price Period of Possible Exercise (from.. to) Fair Value at Assignment Date Assignment Date Market Price of Underlying Shares upon Assignment of Options Number of Options Exercise Price Market Price of Underlying Shares on Exercise Date Options Lapsed during the year (Number) Options held at the end of the year (Number) Options relevant to this year (Fair Value) Alessandro Foti Chief Executive Officer/ General Manager (I) Compensation in the Company preparing the Financial Statement Altri Dirigenti con responsabilità strategiche (I) Compensation in the Company preparing the Financial Statement LTI Unicredit Plan 2008 Stock Options ,351 n. 2 Executives LTI Unicredit Plan 2004 Stock Options ,420 n. 2 Executives LTI Unicredit Plan 2005 Stock Options ,878 n. 2 Executives LTI Unicredit Plan 2006 Stock Options ,205 n. 2 Executives LTI Unicredit Plan 2007 Stock Options ,583 LTI Unicredit Plan 2008 Stock Options ,351 09/07/ /07/ /09/ /12/ /11/ /12/ /06/ /12/ /07/ /07/ /07/ /07/ Compensation Policy FinecoBank

6 Amounts in euro TABLE 3A: Incentive Plans based on financial instruments other than stock options, in favour of Members of the Administrative Body, General Managers and other Executives with Strategic Responsabilities Financial instruments assigned during Financial instruments Financial instruments vested during the Financial instruments relevant previous years and not vested during the Financial instruments assigned during the year vested during the year year and assignable to the year year and not assigned (A) (B) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) Number and type of Market price Number and type of Fair Value on Assignment Number and type of Number and type of Value on maturity Name and surname Office Plan financial Vesting period Vesting period upon Fair Value financial instruments assignment date date financial instruments financial instruments date instruments assignment Alessandro Foti Chief Executive Officer/ General Manager (I) Compensation in the Company preparing the Financial Unicredit shares 2012 Group Statement Incentive System Unicredit shares 2013 Group Incentive System Unicredit shares promiesd % Unicredit shares promiesd % % Fineco shares promised % % % Fineco shares promised % * Multy year Plan Top Management 16% % Fineco shares promised % Group incnetive System 33% % % Fineco share promised % % /02/2017 5,53 20% Other Executives with Strategic Responsabilities (I) Compensation in Unicredit shares 2012 Group the Company Incentive System preparing the Unicredit shares 2013 Group Financial Statement Incentive System Unicredit shares promiesd % Fineco shares promised % % ** % Fineco shares promised % * Multy year Plan Top Management 16% % % Fineco shares promised % Group incnetive System 33% % Fineco share promised % % /02/2017 5,53 20% * Maximun number of shares granted for the entier Plan. The Board of Directos of 08/02/2016 approved the number of shares related to 3^ instalment adjusted to respect the ratio between fixed and variable remuneration in line with current regulations, on the basis of the aritmetic mean of the official price of Fineco ordinary shares on each trading day at the electronic stock market organised and managed by Borsa Italiana S.p.A. in the period from the day preceding the date of the resolution by the Board of Directors that evaluated entry conditions achievements to the same day in the previous month ( 6,966): ** For no. 1 Executives 2014 guidelines foresee the following payments deferrals: 60% % % FinecoBank 2017 Compensation Policy 5

7 Section III Annual compensation Report 7. Compensation Tables (Continued) 7.1 Disclosure as per section 84quater of the Italian National Commission for Listed Companies (Consob) Issuers Regulation no (Continued) Amounts in euro TABLE 3B: Monetary Incentive Plans in favour of Members of the Administrative Body, General Managers and other Executives with Strategic Responsabilities (A) (B) (1) (2) (3) (4) Annual Bonus Previous years Bonuses (A) (B) (C) (A) (B) (C) Name and surname Office Plan Payable / Paid Deferred Deferral period Non longer payable Payable / Paid Still deferred Other Bonuses Alessandro Foti Chief Executive Officer/ General Manager % % (I) Compensation in the Company preparing the Financial Statement Other Executives with Strategic Responsabilities % (I) Compensation in the % Company preparing the 2015 Financial Statement Compensation Policy FinecoBank

8 Name and surname Office TABLE 1: Investments of the Members of the Administrative and Auditing Bodies and General Managers Investee Company Type of shares Held at the end of 2016 Number of shares Acquired Sold Held at the end of 2016 BOARD OF DIRECTORS Enrico Cotta Ramusino Chairman FinecoBank Ord Francesco Saita Vice Chairman Alessandro Foti Chief Executive Officer / General Manager Gianluigi Bertolli Director Mariangela Grosoli Director Pietro Angelo Guindani Director Girolamo Ielo Director Manuela D'Onofrio Director Laura Stefania Penna Director BOARD OF STATUTORY AUDITORS GianCarlo Noris Gaccioli Chairman of the Board Statutory Auditors FinecoBank Ord. Barbara Aloisi Standing Auditor Marziano Viozzi Standing Auditor Federica Bonato Alternate Auditor Marzio Duilio Rubagotti Alternate Auditor TABLE 2: Investments of Other Executives with Strategic Resonsabilities Number of shares Number of Executives with Strategic responsabilities Società Partecipata Type of shares Held at the end of 2016 Acquired Sold Held at the end of FinecoBank Ord FinecoBank 2017 Compensation Policy 7

9 FinecoBank S.p.A. Piazza Durante 11, Milano Freephone From e mobile phone or from abroad helpdesk@finecobank.com FinecoBank S.p.A. Part of the UniCredit Banking Group enrolled in the Register of Banking Groups at No Registered Office in Piazza Durante 11, Milan, Headquarters in Via Rivoluzione d Ottobre 16, Reggio Emilia, approved Share capital 200,545, fully subscribed and paidin 200,540, ABI Code VAT No Tax ID No. and Milan Companies Register No Economic and Administrative Index (REA) No Member of the National Guarantee Fund and the Interbank Fund for the Protection of Deposits. Fineco is a trademark licensed for use by FinecoBank S.p.A.