The general meeting on 28 October 2023 approved the new remuneration policy, which is consistent with the most recent Italian and European regulatory framework, reinforcing governance and remuneration criteria and processes.
Compared to the previous version, the new Mediobanca Group policy:
- Provides substantial disclosure on the new Long-Term Incentive Plan 2023-26, which requires specific approval by shareholders in Annual General Meeting, and is linked to the new Strategic Plan approved by the Board of Directors on 23 May 2023, to be paid entirely in Mediobanca shares. The LTI Plan establishes a pay mix for the Chief Executive Officer, Group General Manager and top management that is more long-term-oriented than the previous remuneration structure;
- Details on the closing results of the LTI Plan 2019-23 are provided in, “Group Remuneration Report FY 2022-23;
- Provides further details on the description and assessment criteria of non-financial objectives, in particular ESGwith a focus on climate change issues (with reference, inter alia,to ECB document “Guide on climate-related and environmental risks: Supervisory expectations relating to risk management and disclosure”), assigned as part of the LTI, annual scorecards, and the annual closing data for them;
- Outlines the characteristics ofthe 2023-26 Employee Share Ownership Plan subjectto specific approval by shareholders in Annual General Meeting;
- Provides quantitative disclosure regarding the Group’s positioning in terms of the Gender Pay Gap and Equal Pay Gap;
- Strengthens the disclosure to ensure increased transparency and clarity.
In line with the past, the policy:
- Highlights the link between remuneration policy, corporate sustainability and ESG objectives;
- Is aligned with the applicable regulations;
- Enables the areas of the Bank and Group which create value, including in corporate social responsibility terms, to be suitably rewarded based on objective performance criteria;
- Allows the Group to attract and retain professionals with the skills appropriate to its needs;
- Is aligned with the policies adopted by other leading Italian and international operators.
Performance-based pay cap of 200% of base salary
As established by the European Capital Requirements Directive (CRD) package applicable to banks, we have capped performance-based pay at 200% of base salary.
This cap enables us to:
- maintain flexibility and minimise fixed costs;
- align interests and encourage the achievement of sustainable results;
- attract and retain talent in a competitive market context;
- reward performance and tie individual performance to the bank’s results.
Bonuses are paid subject to the achievement of specific indicators known as gateways. Individual bonuses are based on the documented assessment of quantitative and qualitative performance, with a specific focus on compliance.
Departures from this cap (up to 5:1) are permitted for Asset Management personnel not subject to the banking regulations (see above).
All the gateways were met for the payment of performance-based pay:
- the required capital and liquidity ratios defined in the risk appetite framework were confirmed;
- the group generated an operating profit;
- Chief Executive Officer and General Manager: 2023 scorecards achieved, 2019-2023 LTI scorecard exceeded, variable compensation paid over a five-year time horizon and subject to further performance reviews, malus condition and clawback clauses.
We prepare our remuneration policy with a constant focus on Italian and European regulations and the most recent documents published by the supervisory authorities. In particular, we follow:
- Bank of Italy instructions on “Remuneration and Incentivization Policies and Practices”, published by the Bank of Italy in November 2021
- the Bank of Italy’s provisions on the transparency of banking and financial transactions and services and correct conduct between intermediaries and customers, issued on 19 March 2019;
- Italian Legislative Decree no. 49 of 10 May 2019, transposing into Italian law Directive (EU) 2017/828 (i.e., the Shareholders’ Rights Directive), which requires the remuneration and incentive policy to contribute to a business strategy of sustainable profitability in the long term based on a clear presentation of objectives and the new Regulations for Issuers on transparency in remuneration, issued by Consob on 15 December 2020 to complete the process of implementing the same Directive (EU);
- the new Regulatory Technical Standards to identify risk takers based on qualitative and quantitative criteria included in Commission Delegated Regulation (EU) 2021/923 of the European Commission of 25 March 2021 published in the Official Journal of the European Union on 9 June 2021, and directly applicable in each of the Member States. These standards in turn incorporate the Regulatory Technical Standards defined by the European Banking Authority (EBA) on 18 June 2020 and in force as from 2021 in application of the new Capital Requirements Directive (“CRD V”);
- technical Standards on public disclosures by institutions, including relating to remuneration policies, and supervisory reporting implementing changes introduced in the revised Capital Requirements Regulation (“CRR II”) published by the EBA on 24 June 2020, applicable as from 30 June 2021;
- the revised Guidelines on sound remuneration policies published by the EBA on 2 July 2021, which apply as from 31 December 2021;
- the ECB Guide on climate-related and environmental risks, published in November 2020, and the EBA Report on management and supervision of ESG risks for credit institutions and investment firms, published in June 2021, which require ESG parameters to be included in staff remuneration and incentivization mechanisms.
- the Code of Conduct for Listed Companies published in January 2020.