The remuneration and incentive policy is vital in attracting and retaining highly qualified resources. As our business grows in complexity, specialization and internationalization, recruiting skilled professionals is as crucial as pursuing prudent management, sustainable costs and long-term results.
Responsible, fair and transparent remuneration mechanisms improve and protect our reputation, credibility and standing over time and these form the basis of sustainable business development to create and preserve value for all our stakeholders.
- Attract and retain talent
- Ensure an adequate pay mix
Assess merit and performance
- Variable pay based on documented and sustainable performance
- Strong tie between results and remuneration
Avoid pay for failure and encourage long-term goals
- Deferred performance-based pay fully subject to performance targets, malus conditions and clawback clauses
- Significant portion of pay in the form of equity to align incentives with the creation of long-term value
Governance and compliance
- The remuneration structure is solidly in line with regulations, the Code of Conduct and the best practices of national and international companies.
Our pay packages are structured in such a way as to:
- balance base salaries with performance-based pay over time;
- take a flexible approach to remuneration;
- motivate employees to focus on performance according to their role in the company, without encouraging risky actions for short-term results;
- annually review the position of our resources’ pay packages compared to the benchmark market, with the assistance of expert advisors.
The base salary reflects responsibilities and technical, professional and managerial expertise. We constantly keep a close eye on the value of base salaries, which are adjusted for market trends and in order to prevent excessive reliance on performance-based pay.
Performance-based pay reflects and rewards the achievement of results and targets and is determined on a risk-adjusted basis. It is a key motivation driver and, in some business areas (such as the Wholesale Banking and Wealth Management divisions), constitutes a large part of overall remuneration, in line with market practices. Employees receive performance-based pay in cash and equity, partly up-front and partly in subsequent years based on the achievement of additional performance targets.
In line with the market, the remuneration package is complemented by a series of benefits that reflect the attention devoted by Mediobanca to the personal needs and welfare of its staff. The benefits are for the Group’s entire population, and may be distinguished by families of professionals and geographical areas but do not make provision for individual discretionary systems.
- We apply mechanisms that adjust for risk. We apply gateways linked to our risk appetite framework and grant overall bonuses calculated on the basis of operating profit.
- The bonuses are also subject to malus conditions, which, if met, result in the loss of bonuses.
- We have clawback clauses to protect against damage to our equity, income, financial earnings or reputation. They are contractual mechanisms that require the partial or full repayment of remuneration already paid.
TRASPARENCY AND SUSTAINABILITY
- Growth and sustainability are distinctive features of the Mediobanca Group, and play an integral and fundamental role in the defining of its strategies. The Group’s remuneration and incentivization policies also seek to generate sustainable value over the long term: responsible, fair and transparent remuneration mechanisms increase and protect reputation, credibility and consensus over time, forming the basis for developing business with the objective of creating and protecting value for all stakeholders.
LONG TERM APPROACH
- Performance targets are aimed at ensuring a solid capital base, adequate liquidity ratios, strong earnings and appropriate risk management.
- We require a holding period of one year for up-front stock grants and a holding period of one year after the vesting period for deferred stock grants.
- After the approval of the 2023-2026 business plan, in May 2023, the Board of Directors approved the long-term incentive plan.
- Linked to business targets set at the beginning of the financial year (budget targets and quantitative KPIs).
- We also set non-financial/qualitative targets to drive the creation of long-term value.
- We apply a cap to reduce the risk appetite.
- Deferred payment is compulsory.
- We do not have any golden parachutes or special treatment for directors in the event of their termination.
- The severance pay of executive directors and identified staff may not exceed 24 months of remuneration and is capped at €5 million.