“Report on the Compensation of Directors, the General
Manager and Executives with Strategic
Responsibilities”
Contents
SECTION I
3 1. Introduction
3 1.1. The Governance Model
3 1.2. Process to Define and Approve the Compensation Policy
4 1.3. Role of the Nominating and Compensation Committee
4 2. Guiding Principles of the Compensation Policy
6 2.1. Objectives of the Compensation Policy
6 2.2. Criteria Used to Define Compensation
7 3. Structure of the Compensation Packages
8 3.1. Members of the Board of Directors
8 3.2. Chief Executive Officer
9 3.3. Executives with Strategic Responsibilities
9 4. Balancing Compensation Components
5. Components of the Compensation Package for Top Management
9 10 5.1. Fixed Compensation
10 5.2. Variable Compensation
10 5.3. Long-term Incentive Plan
12 5.4. Benefits
13 6. Individual Contracts and Treatment Provided Upon Termination of the
Employment Relationship/Administration
13 7. Policy Implementation Process
7.1. Description of the Main Company Reward Processes
SECTION II
13 13 15 TABLE 1: Compensation Paid to Directors, Statutory Auditors, General Managers and
Other Executives with Strategic Responsibilities
18 2
SECTION I
1. Introduction
1.1. The Governance Model
Parmalat S.p.A. is managed by a Board of Directors comprised of 11 (eleven) Directors elected
through slate voting.
The Board of Directors includes the following members:
Committee Assignments
Director
Francesco Tatò
Yvon Guérin
Post held at
Parmalat
Director
Marco Reboa
Independent
Director
Francesco Gatti
Director
Daniel Jaouen
Director
Riccardo Zingales
Ferdinando
Grimaldi Quartieri
Gaetano Mele
Nigel William
Cooper
Internal Control
and Corporate
Governance
Committee
Litigation
Committee
Chairman
Independent
Chief Executive
Officer
Antonio Sala
Marco Jesi
Nominating
and
Compensation
Committee
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
x
x
x
x
x
x
x
x
x
As of the end of the reporting period, Parmalat’s Executives with Strategic Responsibilities
included, in addition to the Chief Executive Officer, the following managers:
- Antonio Vanoli, General Manager and Chief Operating Officer
- Pierluigi Bonavita, Group Chief Financial Officer
3
1.2. Process to Define and Approve the Compensation Policy
The Nominating and Compensation Committee submits the compensation policy to the Board of
Directors for approval. The Board of Directors, after reviewing and approving the compensation
policy, submits it to the Shareholders’ Meeting for a consultative vote.
The compensation policy, as approved by the Board of Directors, defines the principles and
guidelines that:
-
the Board of Directors is required to follow in defining the compensations of:
o the members of the Board of Directors and, specifically, Directors who perform
special functions;
o the Executives with Strategic Responsibilities;
-
the Group uses as a reference in defining the compensation of top management.
As part of the process of defining the compensation policy, the Company analyzes and monitors on
an ongoing basis market practices and compensation levels, based on data supplied by outside
experts on an aggregate basis, without making specific references to other companies. As a rule,
independent experts from the Hay Group contribute to the policy’s development.
The compensation policy was prepared consistent with the recommendations of Article 6 of the
Corporate Governance Code for Listed Companies published by Borsa Italiana S.p.A. This
Compensation Report was prepared in accordance with the provisions set forth in the document
published by the Consob to implement Article 123-ter of Legislative Decree No. 58/1998, which
deals with transparency issues concerning the compensation of Directors of listed companies.
1.3. Role of the Nominating and Compensation Committee
The Nominating and Compensation Committee currently in office, appointed by the Board of
Directors on January 27, 2012, is comprised of three non-executive, independent Directors
(Gaetano Mele – Chairman, Marco Jesi and Ferdinando Grimaldi Quartieri). This Committee
performs a proposal-making function. More specifically:
- It submits proposals to the Board of Directors regarding the appointment of a Chief
Executive Officer and the names of Directors to be coopted by the Board, when necessary,
as well as proposals regarding the compensation of Directors who perform special functions.
A portion of the overall compensation paid to the abovementioned individuals may be tied
to the operating performance of the Company and the Group and may be based on the
achievement of specific predetermined targets.
4
- At the request of the Chief Executive Officer, it evaluates proposals for the appointment and
compensation of Chief Executive Officers and Board Chairmen of the main subsidiaries. A
portion of the overall compensation paid to the abovementioned individuals may be tied to
the operating performance of the Company and the Group and may be based on the
achievement of specific predetermined targets. In performing this task, the Committee may
request the input of the Group Human Resources Manager.
- At the request of the Chief Executive Officer, it defines the parameters used to determine the
compensation criteria applicable to the Company’s senior management and the adoption of
stock option plans and plans for grants of shares of stock or other financial instruments that
may be used to incentivize and increase the loyalty of senior management. In performing
this task, the Committee may request the input of the Group Human Resources Manager.
During the first six months of 2011 (up to the Shareholders’ Meeting of June 28, 2011) the
Committee was comprised of three non-executive, independent Directors: Carlo Secchi (Chairman),
Andrea Guerra and Marco De Benedetti.
On July 1, 2011, the new Board of Directors of Parmalat S.p.A. appointed a new Nominating and
Compensation Committee comprised of the following three non-executive Directors: Daniel Jaouen
(Chairman), Antonio Sala and Gaetano Mele. On January 27, 2012, following the resignation from
the Committee of the Directors Daniel Jaouen and Antonio Sala, the Board of Directors appointed
as their replacements on the Committee the independent Directors Marco Jesi and Ferdinando
Grimaldi Quartieri, and named Chairman the independent Director Gaetano Mele, who was already
serving on the Committee.
In 2011, the Nominating and Compensation Committee met 3 (three) times, including 2 (two)
meetings by the old Committee, attended by all Committee members, and 1 (one) meeting by the
Committee appointed on July 1, 2011, attended by all Committee members. At its first meeting held
on February 1, 2011, the Committee whose term of office ended on June 28, 2011 approved the
Compensation Policy.
Minutes were kept of each Committee meeting. A breakdown of the attendance at Committee
meetings is provided below:
Committee members
Carlo Secchi
Andrea Guerra
Marco De Benedetti
Number of meetings attended in 2011 Attendance percentage
2
100
2
100
2
100
5
Committee appointed on July 1, 2011:
Committee members
Daniel Jaouen
Antonio Sala
Gaetano Mele
Number of meetings attended in 2011 Attendance percentage
1
100
1
100
1
100
2. Guiding Principles of the Compensation Policy
2.1. Objectives of the Compensation Policy
The definition of a compensation policy has always been a priority for the Group, which, as early as
April 2004, was already defining the basic tools needed to implement a policy in line with best
practices.
The Group’s approach to compensation is focused on performance, awareness of market trends and
alignment with the business strategy, in the interest of its stakeholders.
The cornerstones of the Group’s Compensation Policy are:
- Clear and transparent governance;
- Monitoring of market trends and practices;
- Alignment of compensation sustainability with result sustainability;
- Motivation and loyalty development of all employees, with special emphasis on strategic
resources.
These cornerstone principles are also applied to define the compensation of Executives with
strategic Responsibilities.
Accordingly, the main objectives of the compensation policy of top management are:
- Attract, motivate and retain the needed professional skills;
- Promote the growth of shareholder value;
- Promote sustainability over the medium/long term, with special emphasis on the interest of
all stakeholders;
- Ensure that there is a correlation between compensation and actual performance, both by the
Company and its managers.
6
Insofar as balancing fixed and variable compensation components is concerned, the compensation
policy of top management reflects the risk profile of the Company, whose main objective consist
essentially of pursuing growth both organically and through acquisitions, with the restrictions of
avoiding the dilution of profitability and maintaining a strong financial position. Considering these
elements, in conjunction with the low cyclicality of its industry and the consumption of food
products and other consumer goods, Parmalat chose not to emphasize the variable component of the
compensation mix. Moreover, with the aim of underscoring the control function performed by the
CFO (the Corporate Accounting Documents Officer), no type of incentive is provided to this
executive: his compensation is thus based exclusively on the fixed component.
Specifically with regard to Article 6 of the Corporate Governance Code for Listed Companies
(Paragraphs 6.P.2 and 6.C.1), considering the risk profile of the Company and its industry and its
strategic objectives, Parmalat believes that it should not excessively emphasize the variable
component of the compensation package. Moreover, given the limits placed on the variable
compensation amount, it does not believe that it should adopt deferral mechanisms for the variable
component vested annually.
2.2. Criteria Used to Define Compensation
The criteria used to define the compensation of top management, consistent with the Group’s
compensation policy, are:
-
Market practices and compensation levels and internal compensation levels, with the aim of
ensuring external and internal compensation fairness; the Company pursues this objective
with the support of specialized independent consultants;
- The Company’s performance, to ensure that compensation sustainability is aligned with
result sustainability;
- Personal impact, personal performance in terms of function delivery and target achievement,
and assessment of the required leadership and technical competencies;
- Compliance with the Company’s Code of Conduct and constant support of the Group’s
values.
The only change made to the compensation policy in 2012, compared with the policy adopted the
previous reporting year, was the elimination of indemnities payable to Executives with Strategic
Responsibilities in the event of early termination of the employment relationship.
In preparing this Compensation Report, Parmalat S.p.A. relied on the support of a specialized
independent company.
7
3. Structure of the Compensation Packages
3.1. Members of the Board of Directors
The compensation of non-executive Directors is commensurate with the commitment required of
each one of them, taking also into account their service on one or more committees.
The compensation of Directors is determined by the Shareholders’ Meeting and, pursuant to Article
9 of the Bylaws, it does not change until a new resolution is adopted by the Shareholders’ Meeting.
The Shareholders’ Meeting determined the total compensation of the Board of Directors, which
includes the individual compensation of Directors who perform special functions, pursuant to the
Bylaws.
The Board of Directors, taking into account the input of the Board of Statutory Auditors, if
required, decides the allocation of the total compensation among its members. Directors are entitled
to be reimbursed for expenses incurred to perform the tasks assigned to them.
The Shareholders’ Meeting of June 28, 2011 agreed to award to the Directors an additional variable
compensation, based on their actual attendance at meetings of the internal Board committees and of
the Board of Directors.
The Shareholders’ Meeting of June 28, 2011 agreed to award to the Board of Directors a total
annual compensation of 1,300,000.00 euros, which the Board of Directors allocated as follows:
- To each Director a fixed annual compensation of 30,000.00 euros and an additional variable
compensation of 20,000.00 based on the attendance percentage at Board meetings. More
specifically:
ƒ
For an attendance of less than 50% – no compensation;
ƒ
For an attendance between 50% and 70% – 10,000.00 euros;
ƒ
For an attendance of more than 70% – 20,000.00 euros;
- To the Chairman, an additional compensation of 250,000.00 euros;
- To the Chief Executive Officer, an additional compensation of 500,000.00.
In addition, Directors who serve on internal Board Committee receive an attendance fee for each
committee meeting they attend. This fee was set at 6,500.00 euros for committee Chairmen and
3,900 for other committee members.
8
3.2. Chief Executive Officer
The compensation package of the Chief Executive Officer includes the following:
- Fixed compensation for serving as a Director;
- Fixed compensation for serving as a Chief Executive Officer;
- Additional variable compensation, based on actual attendance at meetings of the Board of
Directors.
No other variable compensation tied to the achievement of Company objectives is provided.
Because his appointment to the Board of Directors and the award of powers of attorney occurred in
the second half of 2011 and are valid until the 2011 annual financial statements are approved, the
current Chief Executive Officer of Parmalat S.p.A. (Yvon Guérin) remained in the employ of
B.S.A., from which he receives a compensation commensurate with the tasks assigned to him and
the activities he performs. The entire compensation earned for his service at Parmalat is paid to
B.S.A. Once the transitional phase resulting from a change in stock ownership structure and
corporate governance bodies is over, the compensation package of the Chief Executive officer will
be redefined, based on the activities he performs and the tasks assigned to him, consistent with
market practices and in line with the Group’s compensation policies, also with regard to the
variable compensation, as defined in Paragraph 5.2 below.
3.3. Executives with Strategic Responsibilities
The compensation package of Executives with Strategic Responsibilities includes the following:
- Fixed compensation;
- Annual variable compensation (Management Incentive Program or “MIP”).
Because he was appointed Corporate Accounting Documents Officer, the Group Chief Financial
Officer is not eligible for inclusion in incentive plans based on economic-financial indicators.
4. Balancing Compensation Components
The main compensation tools used by the Parmalat Group are: fixed compensation, short-term
incentives and long-term incentives.
The approach to total employee compensation is based on a balanced package of fixed and variable,
cash and non-cash components that takes into account the Company’s strategic objectives and risk
profile. Specifically, given the business sector in which Parmalat operates and the characteristics of
its activities:
9
- The amount of the variable compensation is tied to the achievement of specific Company
and personal performance targets;
- These targets, which are specified and determined in advance, are directly linked with the
process of defining Company objectives;
- The variable component has a relatively small weight within the overall package. The fixed
component is sufficiently large, in case no annual variable component is paid, due to the
failure to achieve the performance targets. This approach facilitates focusing the
beneficiaries not only on short-term objectives, but also on value creation over the
intermediate and long term.
- The variable compensation structure calls for payments to be made once a minimum
performance threshold, equal to at least 80% of the target, is achieved. If the targets of the
budget approved by the Board of Directors are achieved, the target amount (100%) is paid.
Additional payments of up to 150% of the target amount are paid for performances that are
equal to or greater than 120% of the assigned target.
- Parmalat adopted a total performance assessment system that takes into account: the
achievement of personal objectives, the performance in performing one’s functions, and
technical and managerial competencies, which includes embracing Parmalat’s values.
5. Components of the Compensation Package for Top Management
5.1. Fixed Compensation
The fixed component represents the preponderant portion of the compensation package. It is closely
correlated with the position held by a person within the organization and remunerates the
responsibilities entailed by that position. It is related to the excellence and quality of the individual
contribution.
The amount of the fixed compensation awarded to each Director and Executive with Strategic
Responsibilities is reviewed annually, in accordance with the criteria and methods illustrated in
Paragraphs 2 and 7.
5.2. Variable Compensation
5.2.1. Foreword
The variable component of the compensation is aimed at promoting the achievement of outstanding
results, establishing a beneficial linkage between compensation and performance.
The fundamental objectives of the Management Incentive Program are:
-
To create a single reward system for all Group subsidiaries;
10
-
To maximize the value of the Company’s top performers;
-
To create a compensation system that enhances the Group’s competitiveness.
Within Parmalat’s Management Incentive Program, a target is conceived as a system of results that
must be achieved.
In order to effectively function as a performance incentive, each target must be “S.M.A.R.T.”:
-
Specific – defined in a clear and unambiguous manner;
-
Measurable – measured with objective indicators;
-
Achievable – ambitious and challenging, but nevertheless perceived as achievable;
-
Relevant – directly related to the Company’s medium/long-term strategy;
-
Time-framed – defined within a predetermined time horizon.
5.2.2. Structure and Operating Mechanism
According to the program, each of the Group’s Directors and Executives with Strategic
Responsibilities must be assigned:
-
Group economic and financial targets:
o EBITDA;
o Revenues;
-
Departmental/Personal targets.
The bonuses provided for achieving each target are stated as a percentage of the fixed compensation
and are paid in cash. The target variable compensation can range between 20% and 40% of the
fixed compensation, depending on the post held.
The variable compensation structure calls for payments to be made once a minimum performance
threshold, equal to at least 80% of the target, is achieved. If the targets of the budget approved by
the Board of Directors are achieved, the target amount (100%) is paid. Additional payments of up to
150% of the target amount are paid for performances that are equal to or greater than 120% of the
assigned target.
The relationship between performance and bonus is represented by the incentivization curve shown
in the chart that follows.
11
160%
150%
140%
130%
120%
110%
100%
Bonus paid
vs.
target bonus
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
70%
80%
90%
100%
110%
120%
Actual performance vs. target performance (%)
130%
5.3. Long-term Incentive Plan
In 2010, the Group introduced a three-year incentive plan called Long-term Incentive Plan.
At this point, the Plan’s beneficiaries are the Chief Executive Officers of relevant companies of the
Parmalat Group.
It is a three-year plan that calls for the payment of a bonus, stated as a percentage of the gross
annual fixed compensation, upon the achievement of specific Group and country targets.
The Plan’s performance indicators are
- Cumulative Group EBITDA for the 2010-2012 Period;
- Cumulative country EBITDA for the 2010-2012 Period;
The entire bonus is paid in cash at the end of the Plan’s period.
12
5.4. Benefits
A set of fringe benefits completes the total compensation package, aligning internal fairness with
external competitiveness. The main benefits offered include:
- A Company car;
- Health insurance coverage in excess of the requirements of the applicable National
Collective Bargaining Agreement (manufacturing sector managers);
- Housing upon relocation.
6. Individual Contracts and Treatment Provided Upon
Termination of the Employment Relationship/Administration
No agreement have been executed by Parmalat and its Directors calling for the payment of an
indemnity in the event of resignation or firing/dismissal without cause or if the relationship ends
due to a tender offer.
Currently, no indemnity is provided for the dismissal from an office or the termination of the
employment relationship for Executives with Strategic Responsibilities. As a rule, the Company
does not enter into agreements that regulate ex ante the early termination of an employment
relationship by the Company or the person involved, without prejudice, in all cases, to the
applicable obligations pursuant to law and/or the relevant National Collective Bargaining
Agreement.
In addition, Parmalat S.p.A. has the option of executing a non-compete agreement with its
Directors, Executives with Strategic Responsibilities and senior managers, at the end of their term
of office or employment relationship. Pursuant to law and in accordance with practice, these
agreements may call for the payment of a consideration based on the gross annual compensation
and related to the length and scope of the restrictions imposed by the agreement. These restrictions
apply to the business sector within which the Group operates at the time the agreement is executed
and to the Group’s geographic footprint. The scope varies depending on the office held at the time
the employment relationship is terminated, usually not more than one year’s compensation.
7. Policy Implementation Process
7.1. Description of the Main Company Reward Processes
The Annual Salary Revision Plan is prepared and communicated annually to the Group Human
Resources Department, concurrently with the budget, of which it is an integral part. With regard to
Executives with Strategic Responsibilities, the Chief Executive Officer, based on the criteria
defined in Item 2, determines fixed compensation increases.
13
The annual Management Incentive Program (“MIP”), which constitutes the variable portion of the
compensation system, calls for the payment of a variable compensation tied to the achievement of
economic and financial targets and personal targets assigned annually to the beneficiaries of the
Management Incentive Program, including Executives with Strategic Responsibilities.
Each year, the Chief Executive Officer defines the individual targets of Executives with Strategic
Responsibilities, consistent with the budget and the strategic plan approved by the Board of
Directors.
14
SECTION II
This section of the Report lists the items of which the compensation of Directors and Executives
with Strategic responsibilities is comprised, with the aim of showing that they are consistent with
the general policy described in Section I.
•
Chairman of the Board of Directors
Raffaele Picella received a gross compensation of 140,000 euros as consideration for his service
during the period from January 1, 2011 to June 28, 2011.
In addition to this portion of his compensation, Mr. Picella received, as variable compensation for
attending Board meetings, an amount determined based on his actual meeting attendance, in
accordance with the criteria set forth in this Report (Paragraph 3.1).
Francesco Tatò earned a gross compensation of 140,000 euros as consideration for his service
during the period from June 28, 2011 to December 31, 2011. In addition to this portion of his
compensation, Mr. Tatò earned, as variable compensation for attending Board meetings, an amount
determined based on his actual meeting attendance, in accordance with the criteria set forth in this
Report (Paragraph 3.1).
•
Chief Executive Officer
Enrico Bondi received a gross compensation of 250,000 euros as consideration for his service
during the period from January 1, 2011 to June 28, 2011.
In addition to the abovementioned amount, Mr. Bondi received the variable compensation provided
for attendance at meetings of the Board of Directors and the amount provided for each Director, as
described in this Report (Section I, Paragraph 3.1).
Yvon Guerin earned a gross compensation of 250,000 euros as consideration for his service during
the period from June 28, 2011 to December 31, 2011.
In addition to the abovementioned amount, Mr. Guerin earned the variable compensation provided
for attendance at meetings of the Board of Directors and the amount provided for each Director, as
described in this Report (Section I, Paragraph 3.1).
The entire amount owed to Mr. Guerin was paid to B.S.A.
15
•
Non-executive Directors
Piergiorgio Alberti, Andrea Guerra, Erder Mingoli, Carlo Secchi, Vittorio Mincato, Massimo
Confortini, Marco De Benedetti, Marzio Saà and Ferdinando Superti Fuga received the
compensation provided by the Compensation Policy for the post of Director, which they held
during the period from January 1, 2011 to June 28, 2011, plus the amounts provided for any
services on the internal committees of the Board of Directors.
Ferdinando Grimaldi Quartieri, Marco Jesi, Gaetano Mele, Nigel William Cooper, Francesco Gatti,
Daniel Jaouen, Marco Reboa, Antonio Sala and Riccardo Zingales earned the compensation
provided by the Compensation Policy for the post of Director, which they held during the period
from June 28, 2011 to December 31, 2011, plus the amounts provided for any services on the
internal committees of the Board of Directors.
The entire amount owed to the Directors Antonio Sala and Daniel Jaouen was paid to B.S.A.
•
Statutory Auditors
Alessandro Dolcetti received a gross compensation of 36,778 euros as consideration for his service
as Chairman of the Board of Statutory Auditors for the period from January 1, 2011 to June 28,
2011.
Mario Stella Richter earned a gross compensation of 34,299 euros as consideration for his service
as Chairman of the Board of Statutory Auditors for the period from June 28, 2011 to December 31,
2011.
Enzio Bermani received a gross compensation of 25,203 euros as consideration for his service on
the Board of Statutory Auditors, for the period from January 1, 2011 to June 28, 2011, and the
compensation provided for service on the Oversight Board in 2011.
Roberto Cravero earned a gross compensation of 22,500 euros as consideration for his service on
the Board of Statutory Auditors, for the period from June 28, 2011 to December 31, 2011, and the
compensation provided for service on the Oversight Board in 2011.
Renato Colavolpe received a gross compensation of 24,133 euros as consideration for his service on
the Board of Statutory Auditors, for the period from January 1, 2011 to June 28, 2011.
Alfredo Malguzzi earned a gross compensation of 22,500 euros as consideration for his service on
the Board of Statutory Auditors, for the period from January 1, 2011 to June 28, 2011
16
•
General Manager
Antonio Vanoli received a gross compensation of 1,000,000 euros as consideration for his service
during the full 2011 reporting year. Mr. Vanoli also received a bonus for overachievement of the
assigned targets, equal to 120% of the target, attributable to the 2010 reporting year. Lastly, his
compensation includes a fringe benefit package valued at 8,131 euros.
•
Executives with Strategic Responsibilities
Executives with Strategic Responsibilities received, in the aggregate, gross compensation of
898,855 euros for performing the tasks assigned to them in 2011. In addition, they received a total
amount of 365,000 euros in bonuses for achieving their assigned targets for 2010 and fringe
benefits valued, in the aggregate, at 10,416 euros.
In 2011, Mr. De Angelis, Group Chief Financial Officer and Ms. Mangiagalli, Group Human
Resources and Organization Manager, voluntarily resigned. Mr. Bonavita was named Group Chief
Financial Officer, as a replacement for Mr. De Angelis.
Consequently, the following indemnities were paid for early termination of the employment
relationship:
•
Ms. Mangiagalli, who served as Group Human Resources and Organization Manager during
the period from January 1, 2011 to November 25, 2011, following her voluntary resignation,
received an indemnity for termination of her employment relationship with Parmalat, the
amount of which was determined based on a value equivalent to her gross salary for 36
months, pursuant to an agreement signed on November 19, 2009 that superseded the
provisions of the National Collective Bargaining Agreement.
•
Mr. De Angelis, who served as Group Chief Financial Officer during the period from
January 1, 2011 to July 31, 2011, following his voluntary resignation, received an indemnity
for termination of his employment relationship with Parmalat, the amount of which was
determined based on a value equivalent to his gross salary for 26 months, pursuant to
agreements signed on March 27, 2006 and March 12, 2009 that superseded the provisions of
the National Collective Bargaining Agreement.
17
TABLE 1: Compensation Paid to Directors, Statutory Auditors, General Managers and Other Executives with Strategic
Responsibilities (compensations is recognized on a cash basis and not on an accrual basis)
(amounts in euros)
First and last
name
Post held
Period during
which the post
was held
End of term of
office
Raffaele
Chairman
1/1/11 – 6/28/11
6/28/11
Picella
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Francesco
Tatò
Chairman
Fixed compensation
150,000
150,000
I) Including
- 140,000 for service
as Chairman, prorated for length of
term of office;
- 10,000 in Board
meeting attendance
fees in 2011.
Compensation for
service on Board
Committees
Variable non-equity compensation
Bonuses and
other
Profit sharing
incentives
Fringe
benefits
Other
compensation
Total
150,000
0
150,000
6/28/11 –
12/31/11
Notes
150,000
150,000
I) Including
- 140,000 for service
as Chairman, prorated for length of
term of office;
- 10,000 in Board
meeting attendance
fees in 2011.
150,000
0
150,000
Fair value of
equity
compensation
End-of-service
or employment
termination
indemnity
First and
last name
Post held
Period during
which the post
was held
End of term of
office
Enrico Bondi
CEO
1/1/11 – 6/28/11
6/28/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Yvon Guérin
CEO
275,000
275,000
I) Including:
- 250,000 for services as CEO
in 2011.
- 15,000 for service as a
Director in 2011.
- 10,000 in Board meeting
attendance fees in 2011.
Variable non-equity
compensation
Bonuses and
other
Profit sharing
incentives
Fringe
benefits
Other
compensation
Total
275,000
0
275,000
6/28/11 –
12/31/11
Notes
Fixed compensation
Compensation for
service on Board
Committees
275,000
275,000
275,000
I) Including:
- 250,000 for services as CEO
in 2011.
- 15,000 for service as a
Director in 2011.
- 10,000 in Board meeting
attendance fees in 2011.
The entire amount was paid to
B.S.A..
275,000
Fair value of
equity
compensation
End-of-service
or
employment
termination
indemnity
First and last
name
Period during
which the post
was held
Post held
End of term of
office
Piergiorgio
Director
1/1/11 – 6/28/11
6/28/11
Alberti
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Massimo
1/1/11 –
Director
6/28/11
Confortini
6/28/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Marco De
Director
1/1/11 – 6/28/11
6/28/11
Benedetti
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Compensation
for service on
Board
Committees
Fixed compensation
15,000
Variable non-equity
compensation
Bonuses and
other
Profit sharing
incentives
Fringe
benefits
Other
compensation
Total
Fair value of
equity
compensatio
n
15,000
0
15,000
15,000
- 15,000 for service as Director
in 2011.
27,921
27,921
I) Including:
- 17,920.86 for service as
Director;
- 10,000 in Board meeting
attendance fees in 2011.
25,000
25,000
I) Including:
- 15,000 for service as
Director in 2011.
- 10,000 in Board meeting
attendance fees in 2011.
19,500
19,500
I) For service as
Chairman of the
litigation Committee.
7,800
7,800
I) For service on the
Nominating and
Compensation
Committee in 2011.
47,421
0
47,421
32,800
0
32,800
End-of-service
or
employment
termination
indemnity
First and last
name
Period during
which the post
was held
Post held
End of term of
office
Andrea Guerra
Director
1/1/11 – 6/28/11
6/28/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Vittorio
Director
1/1/11 – 6/28/11
6/28/11
Mincato
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Erder Mingoli
Director
1/1/11 – 6/28/11
6/28/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Fixed compensation
Compensation for
service on Board
Committees
25,000
7,800
25,000
I) Including:
- 15,000 for service as Director
in 2011.
- 10,000 in Board meeting
attendance fees in 2011.
7,800
I) For service on
the Nominating
and
Compensation
Committee in
2011.
25,000
25,000
I) Including:
- 15,000 for service as Director
in 2011.
- 10,000 in Board meeting
attendance fees in 2011.
25,000
25,000
I) Including:
- 15,000 for service as Director
in 2011.
- 10,000 in Board meeting
attendance fees in 2011.
11,700
11,700
I) For services in
the Litigation
Committee in 2011.
Variable non-equity
compensation
Bonuses and
other
Profit sharing
incentives
Fringe
benefits
Other
compensation
Total
32,800
0
32,800
36,700
0
36,700
25,000
0
25,000
Fair value of
equity
compensation
End-of-service
or
employment
termination
indemnity
Variable non-equity compensation
First and
last name
Post held
Period
during
which the
post was
held
End of term of
office
Marzio
1/1/11 –
Director
6/28/11
Saà
6/28/11
I) Compensation at the company preparing the financial
statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Carlo
1/1/11 –
Director
6/28/11
Secchi
6/28/11
I) Compensation at the company preparing the financial
statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Ferdinando
1/1/11 –
Director
6/28/11
Superti Fuga
6/28/11
I) Compensation at the company preparing the financial
statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Fixed compensation
Compensation for
service on Board
Committees
32,360
54,480
32,360
I) Including:
- 15,600 for service as Director, pro-rated
for length of the term of office.
- 10,000 in Board meeting attendance fees
in 2011.
- 6,760 for service on the Oversight Board
in 2011.
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees
in 2011.
54,480
I) For service as
Chairman of the
Internal Control and
Corporate Governance
Committee.
44,200
44,200
I) For service as
Chairman of the
Nominating and
Compensation
Committee and on the
Internal Control and
Corporate Governance
Committee.
28,188
42,900
28,188
42,900
I) For service on the
Litigation Committee
and the Internal Control
and Corporate
Governance
Committee.
I) Including
- 18,188,08 for service as Director, prorated for length of the term of office.
- 10,000 in Board meeting attendance fees
in 2011.
Bonuses and other incentives
Profit sharing
Fringe
benefits
Other
compensation
Total
86,840
0
86,840
69,200
0
69,200
71,088
0
71,088
Fair
value of
equity
compensation
End-ofservice or
employment
termination
indemnity
First and
last name
Post held
Period
during
which the
post was
held
Variable non-equity
compensation
End of term of
office
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Nigel
William
Cooper
Director
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Director
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Director
Bonuses and
other
incentives
Profit sharing
Fringe
benefits
Other
compensation
Total
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees
in 2011.
31,200
31,200
I) For services on the Internal Control
and Corporate Governance
Committee.
56,200
0
56,200
6/28/11 –
12/31/11
Notes
Ferdinando
Grimaldi
Quartieri
Compensation for service on Board
Committees
6/28/11 –
12/31/11
Notes
Francesco
Gatti
Fixed compensation
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011,
- 10,000 in Board meeting attendance fees
in 2011,
25,000
0
25,000
6/28/11 –
12/31/11
Notes
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees
in 2011.
25,000
0
25,000
Fair
value of
equity
compensation
End-ofservice or
employment
termination
indemnity
Variable non-equity compensation
First and
last name
Post held
Period
during
which the
post was
held
End of term of office
Shareholders’
Meeting approving
financial statements at
12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Daniel
Jaouen
Director
Shareholders’
Meeting approving
financial statements at
12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Director
Shareholders’
Meeting approving
financial statements at
12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Director
Bonuses and other incentives
Profit sharing
Fringe
benefits
Other
compensation
Total
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees
in 2011.
The entire amount was paid to B.S.A.
6,500
6,500
I) For service as
Chairman of the
Nominating and
Compensation
Committee.
The entire amount was
paid to B.S.A..
31,500
0
31,500
6/28/11 –
12/31/11
Notes
Gaetano
Mele
Compensation for
service on Board
Committees
6/28/11 –
12/31/11
Notes
Marco Jesi
Fixed compensation
25,000
25,000
0
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees
in 2011.
6/28/11 –
12/31/11
Notes
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees
in 2011.
7,800
7,800
I) For service on the
Nominating and
Compensation
Committee.
32,800
0
32,800
Fair
value of
equity
compensation
End-ofservice or
employment
termination
indemnity
First and
last name
Post held
Period
during
which the
post was
held
Variable non-equity
compensation
End of term of
office
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Marco
Reboa
Director
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Director
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Director
Bonuses
and other
incentives
Profit sharing
Fringe
benefits
Other
compensation
Total
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees in
2011.
52,000
52,000
I) For service as Chairman of the
Internal Control and Corporate
Governance Committee.
77,000
0
77,000
6/28/11 –
12/31/11
Notes
Riccardo
Zingales
Compensation for service on
Board Committees
6/28/11 –
12/31/11
Notes
Antonio
Sala
Fixed compensation
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees in
2011.
The entire amount was paid to B.S.A.
10,400
10,400
I) For service as Chairman of the
Litigation Committee and on the
Nominating and Compensation
Committee.
The entire amount was paid to
B.S.A.
35,400
0
35,400
6/28/11 –
12/31/11
Notes
25,000
25,000
I) Including:
- 15,000 for service as Director in 2011.
- 10,000 in Board meeting attendance fees in
2011.
35,100
35,100
I) For services on the Internal
Control and Corporate Governance
Committee and the Litigation
Committee.
60,100
0
60,100
Fair
value of
equity
compensation
End-ofservice or
employment
termination
indemnity
Fair
value of
equity
compensation
End-ofservice or
employment
termination
indemnity
Fair
End-of-
Variable non-equity compensation
First and
last name
Period
during
which the
post was
held
Post held
End of term of
office
Fixed compensation
Alessandro
Chairman Board
1/1/11 –
6/28/11
Dolcetti
of Stat. Auditors
6/28/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
36,778
Notes
- 36,778 for service as Statutory Auditor
in 2011.
Shareholders’
Meeting approving
financial
statements at
12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Mario Stella
Richter
Chairman Board
of Statutory
Auditors
Compensation for
service on Board
Committees
Bonuses and other incentives
Profit
sharing
Fringe
benefits
Other
compensation
Total
36,778
0
36,778
36,778
6/28/11 –
12/31/11
34,299
34,299
Notes
- 34,299 for service as Statutory Auditor
in 2011.
Enzio
1/1/11 –
Statutory Auditor
6/28/11
Bermani
6/28/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
31,703
Notes
34,299
0
34,299
31,703
0
31,703
31,703
I) Including:
- 25,203 for service as Statutory Auditor
in 2011.
- 6,500 for service on the Oversight
Board in 2011.
\
First and
Post held
Period
End of term of office
Fixed compensation
Compensation for
Variable non-equity compensation
Fringe
Other
Total
last name
during
which the
post was
held
1/1/11 –
Renato
6/28/11
Statutory Auditor
6/28/11
Colavolpe
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Roberto
Cravero
Statutory Auditor
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Statutory Auditor
Shareholders’
Meeting approving
financial statements
at 12/31/11
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Member of the
Oversight Board
24,133
24,133
value of
equity
compensation
Profit
sharing
24,133
0
24,133
- 24,133.20 for service as Statutory
Auditor in 2011.
29,000
29,000
I) Including
- 22,500 for service as Statutory
Auditor in 2011.
- 6.500 for service on the Oversight
Board in 2011.
29,000
0
29,000
6/28/11 –
12/31/11
Notes
Andrea
Lionzo
Bonuses and other incentives
compensation
6/28/11 –
12/31/11
Notes
Alfredo
Malguzzi
benefits
service on Board
Committees
22,500
22,500
22,500
0
22,500
- 22,500 for service as Statutory
Auditor in 2011.
6/28/11 –
12/31/11
Notes
6,500
6.500
6.500 for service on the Oversight
Board in 2011.
6,500
0
6.500
service or
employment
termination
indemnity
First and
last name
Post held
Period
during
which the
post was
held
End of term of
office
General Manager
1/1/11 –
Antonio
– COO
12/31/11
Vanoli
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Compensation for
service on Board
Committees
Variable non-equity
compensation
Fringe
benefits
1,000,000
345,000
8,131
1,000,000
345,000
I) Paid for overachieving all
targets (achievement of 120% of
target). Amount attributable to
2010.
8,131
Fixed compensation
Notes
3
Executives with
Strategic
Responsibilities
I) Compensation at the company preparing the financial statements
(II) Compensation from subsidiaries and affiliated companies
(III) Total
Notes
Name
- Luigi De Angelis
- Manuela Mangiagalli
- Pierluigi Bonavita
898,855
898,855
The amounts shown for Pierluigi
Bonavita apply to the period shown.
Other compensation
Total
Fair
value of
equity
compensation
End-ofservice or
employment
termination
indemnity
1,353,131
0
1,353,131
Period
1/1/11 – 7/31/11
1/1/11 – 11/25/11
7/28/11 – 12/31/11
365,000
365,000
Amounts attributable to 2010.
10,416
138,289
10,416
138,289
Unused vacations and
indemnity pursuant to
Article 10, National
Collective Bargaining
Agreement.
1,412,560
0
1,412,560
3,299,931
3,299,931