The fixed component is commensurate with the complexity of the role, the level of the position and the distinctive knowledge/skills required and must be sufficient to motivate management. The variable component is based on an annual basis, determined to remunerate the achievement or exceeding of a combination of qualitative and quantitative goals (MBO System), as well as on a half-yearly basis, adhering to an incentivisation plan which aims to allocate Rai Way common equity, subject to the achievement of determined performance objectives, and based upon the extent to which the latter are achieved (“Shareholding Plan 2024-2026” or “Long-Term Incentivisation Plan”). This Plan aims to promote the Company’s value creation by fostering greater long-term alignment between the interests of management and those of the Shareholders, as well as with the corporate strategies set out in the current Industrial Plan (a multi-year plan), both in terms of economic-financial objectives and ESG sustainability goals. Within the 2024–2026 Long-Term Incentive Plan, a weighting of 20% is assigned to the Integrated Sustainability KPI, aimed at:
Remuneration Policy and Governance
The Remuneration Policy has an annual duration(and, nonetheless until approval of the next Remuneration Policy) and supports the Company’s strategies and objectives (consistently with the development lines of the 2024-2027 Business Plan of Rai Way), in particular, by promoting the alignment of the interests of the Chief Executive Officer and General Manager and of the other Key Managers with the objective of the sustainable success of the Company.
Fixed and variable components
(i)
ensuring the integrated monitoring of occupational health and safety standards throughout the value chain, in accordance with legal requirements and occupational health and safety policies and procedures/operational instructions, (“Health and Safety Sustainability Indicator”) through:
- maintaining the ISO 45001 certification and monitoring the Integrated Health, Safety and Environment Management System objectives;
- activating a safety partnership programme with suppliers, in line with the dedicated internal policy, to raise awareness of Rai Way’s core values on health and safety and the centrality of control as a prevention tool (creation of a dedicated webinar);
- continuous training in occupational health and safety and constant updating of the dedicated intranet area, covering 100% of the Company population;
(ii)
improving the Company’s environmental performance, with reference to the investment in the design and installation of photovoltaic panels for the generation of energy from renewable sources (“Environmental Sustainability Indicator”). In particular, this indicator is deemed to be achieved if sites are established which are capable of generating a total power equal to or greater than 40 MWp and with a level of investment equal to a maximum of +5% with respect to the Business Plan value envisaged by the year 2026;
(iii)
improving the summary ratings of reports (ESG ratings) certifying corporate strength in environmental, social and governance aspects (“ESG Sustainability Rating Indicator”). In particular, this indicator is deemed to be achieved if the level expressed by the synthetic ratings by at least two ESG rating companies has improved;
(iv)
implementing social and governance initiatives aimed at the definition and implementation of a Widespread Share Ownership Plan correlated to the corporate performance bonus (“Social Sustainability and Governance Indicator”). In particular, this indicator will be achieved if the above-mentioned initiative is implemented by 2026.
The Integrated Sustainability KPI is considered to be achieved at the minimum level if the expected result for at least indicator (i) is achieved; it is considered to be achieved at the target level if the expected result for 2 of the above indicators is achieved; it is considered to be achieved at the maximum level if the expected result for 4 of the above indicators is achieved.
Fundamental Principles
The Policy is based on the following fundamental principles:
- correlation with the Company’s strategies and principles through variable remuneration:
1. linked to the effective generation of value in relation to the objectives both expected for the year and related to long-term results;
2. defined according to a “pay for performance” criterion, where performance is evaluated according to multiple indicators that take into account the economic-financial dimension, market competition and important profiles linked to sustainability (environment/safety, social, governance), as well as innovation;
3. configured consistently with the development lines defined in the Business Plan, as a tool to support competitive transformation, in relation to the expected improvement in corporate performance, with an incremental discontinuity in objectives and metrics;
- assessment of the remuneration levels expressed by the market, through analysis of the policies and practices of the main peers at a national level, to guide and inform corporate decisions on the matter, so as to ensure the consistency of the fixed and variable components, as well as the pay-mix, also on the basis of benchmarks based on certified methodologies;
- selectivity of the beneficiaries and internal consistency with respect to positions, competencies, spheres of responsibility and duties performed.
Moreover, Rai Way guarantees the managerial enhancement of results and behaviours expressed by its managers/clerical personnel/manual workers by implementing a remuneration policy consistent with the best practices in the HR field in terms of talent strategy, remuneration and benefits. By virtue of the Rai Way Company's Result Award, personnel benefit from a collective economic incentive linked to the achievement of corporate objectives, also of qualitative nature.
Remuneration governance
The Shareholders' Meeting
The Shareholders' Meeting in particular:
- resolves, with a binding vote, on the first section of the Report on Remuneration Policy and Remuneration Paid, and with a non-binding vote on the second section of the Report;
- determines the compensation for members of the Board of Directors and the Board of Auditors;
- resolves, upon proposal by the Board of Directors, any remuneration plans based on financial instruments pursuant to Article 114-bis of the TUF.
Board of Directors
The Board of Directors, with the support of the Remuneration and Appointment Committee, in particular:
- defines the compensation of the Directors within the scope of the resolutions passed by the Shareholders’ Assembly;
- can establish the remuneration for the role of President of the Board of Directors, as well as that of the Vice President, if elected, and the CEO. They can also establish remuneration for Directors with particular roles;
- determines performance objectives for the CEO and the General Director in relation to the short-term variable remuneration system, therefore verifying the relative achievement of those objectives, as proposed by the Remuneration and Appointment Committee;
- prepares potential compensation plans based on financial tools which are then submitted for approval by the Shareholders’ Meeting, ensuring their consequent implementation
Remuneration and Appointment Committee
The Remuneration and Appointment Committee, as appointed within the Board of Directors, is tasked with the interrogation, consultancy, and proposal of remuneration topics within the company. It:
- it assists the Board of Directors in developing the Remuneration Policy;
- presents proposals or expresses opinions on the remuneration of the Chief Executive Officer and General Manager and of the other Directors who hold particular positions, as well as on the setting of performance objectives related to the possible variable component of such remuneration;
- monitors the actual application of the Remuneration Policy and verifies, in particular, the actual achievement of the performance objectives;
- periodically assesses the adequacy and overall consistency of the Policy for the remuneration of Directors, including the Chief Executive Officer and General Manager, as well as other Key Managers.
Board of Statutory Auditors
The Board of Auditors participates in the meetings held by the Remuneration and Appointment Committee and, in terms of remuneration, expresses opinions required by the existing rules.
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