Besides recurring fixed compensation, the CEO’s remuneration envisages a variable part equal to 1.5% of the Bank’s consolidated pre-tax profit (gross of solely taxes for the financial year), for the part in excess of € 20,000,000.

The Deputy Chairman’s remuneration consists of recurring fixed compensation established by the Board of Directors based on the recommendation of the Committee for remuneration of Directors, Managers and possible stock option plans.

The amount of executive directors’ variable compensation is in any case subject to compliance with the overall limit for the Board of Directors’ remuneration set by the Shareholders’ Meeting.

The General Manager’s remuneration consists of overall annual remuneration and variable compensation, equal to 0.75% of the Bank’s consolidated pre-tax profit (gross of solely taxes for the financial year), for the part in excess of € 20,000,000.

Payment of 40% of the variable portion of the remuneration of the CEO and General Manager is subject to 3-year deferral and does not take place

  • If in one or more of three financial years ending after calculation of this variable portion, the Bank makes a consolidated pre-tax loss (based solely on taxes for the financial year);

  • In the case of the CEO, if during the 3-year deferral period he has voluntarily resigned from office or the Shareholders’ Meeting has resolved on his revocation for just cause while, in the case of the General Manager, if during the 3-year deferral period he has voluntarily resigned from office (saving the request for retirement) or the Board of Director has decided on withdrawal from the employment contract due to just cause.

The sums subject to deferral are revalued annually according to the legal rate of interest in force at any given time.

The remuneration of the only other manager (besides the General Manager) classifiable, during 2010, as a “key manager” (= strategically accountable manager) consists of overall annual remuneration and variable compensation, linked to achievement of certain levels of performance. This incentive, which can reach a maximum of 50% of overall annual remuneration, does not envisage a guaranteed minimum and is subject to assessment by the Committee for remuneration of Directors, Managers and possible stock option plans and approval by the Board of Directors. Any setting of targets as well as assessment of achievement of performance levels are the responsibility of the CEO. In addition, the manager in question, because he is the Corporate Accounting Reporting Manager, is excluded from any stock option plans.

Executive directors and the General Manager are the recipients of a stock option plan, issued on 30 April 2007 and exercisable at the unit price of EUR 7.66 in the period from 1 January 2011 to 30 April 2011 in the following amounts:

  • For the Deputy Chairman: 15,200 option rights;

  • For the CEO: 44,000 option rights;

  • For the General Manager: 25,100 option rights.

Conversely, non-executive directors’ remuneration is not linked to the business results achieved by the Bank.

In addition, these directors are not recipients of equity-based incentive plans.

The remuneration of non-executive directors was established by the Shareholders’ Meeting, at the time of appointment, according to the following criteria:

  • For each member, a fixed indemnity for office;

  • For directors identified as independent on that occasion, a further attendance “token” for each “physical” attendance of Board meetings at the Company’s registered offices or another meeting venue. This “token” is halved in the case of attendance via audio/video conference;

  • For each of the members of the Internal Audit Committee, further fixed annual compensation and, for the Committee’s coordinator, additional compensation.

The Bank has not made agreements with directors entailing indemnities in the event of resignation or dismissal/revocation without just cause or if the work relationship ceases following a PTO.

During 2010, the Shareholders’ Meeting approved a proposal to adjust the “Remuneration policies for the members, employees and outside staff members of the Banca IFIS Banking Group”, the provisions of which are consistent with what is illustrated in this Section.