Governance

Remuneration

Policy and Governance regarding the Remuneration Policy




The Remuneration Policy supports the company’s strategies and objectives, in-keeping with the development lines of Rai Way’s Industrial Plan 2020-2023. The plan promotes the alignment of the Strategic Responsibility Managers’ interests with the Company’s objectives for sustainability.


Fixed and variable component

The fixed component of the remuneration system is proportionate to the complexity of the role carried out, the level of the role’s position, and the ability/competence required. The variable component is based on an annual basis, determined to remunerate the achievement or exceeding of a combination of qualitative and quantitative goals, 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 2021-2023” or “Long-Term Incentivisation Plan”).

This plan is proposed as an incentivisation tool for management, contributing at the same time to:

  • the pursuit of goals whose priority is to create value for shareholders over a long-term period, as well as

  • the reinforcement of retention policies for managers with roles of greater importance and who are, therefore, more directly responsible for company results.


The policy is based on a few key elements

  • The selectivity of beneficiaries and internal coherence relating to positions, responsibilities, and the roles carried out;
  • The competition with salary levels expressed on the external market, through the analysis of policies and practices from main competitors on a national level, to direct and inform company choices in this field. This ensures the coherence of the fixed component and of the variable components, as well as the coherence of the pay-mix, based also on benchmarks created using certified methodologies;
  • The correlation between strategy and corporate principles, through a variable remuneration: a) linked to the effective generation of value in relation to objectives, both for the year and for a longer time frame;b) defined according to a ‘pay for performance’ criteria in which performance is evaluated against multiple indicators which take into account the economic and financial size of the company, the competition, and the market, as well as any relevant profiles related to sustainability (environmental/safety, social, governance) and innovation; c) configured in coherence with the development lines defined in the Industrial Plan.
  • The alignment of management interests regarding the achievement of ESG objectives, through an appropriate definition of long- and short-term variable remuneration components. In particular, within the long-term incentivisation plan for 2021-2023, a 20% significance is assigned to sustainability performance, measured in reference to two indicators (of the same significance, each equal to 10%): a) 10% reduction in energy consumption and CO2 emissions in the 2021-2023 period*, and b) the achievement of 35% managerial positions taken on by members of the minority gender by 2023 (with reference to staff gender)**.

*Target level 10%, minimum level 5% (compared to the 2020 value), for the same activities/services.

** Target level 35%, minimum level 33%.

Moreover, Rai Way guarantees the managerial valorisation of results and behaviours expressed by employees, activating a remuneration policy which adheres to the best practices in terms of HR and talent strategy, remuneration, and benefits. In accordance with Rai Way’s corporate Results Prize, employees can make use of a collective economic incentive linked to the achievement of corporate objectives, also of a qualitative nature.





Governance of remuneration

The Shareholders' Meeting

  • deliberates the first Section of the Remuneration Report with a binding vote, and the second Section of the Remuneration Report with a non-binding vote;
  • determines the compensation for members of the Board of Directors and the Board of Auditors;
  • deliberates on the compensation plans proposed by the Board of Directors, based on the financial tools of art. 114-bis of the TUF (“Testo Unico della Finanza”).

The Board of Directors

The Board of Directors, with the support of the Remuneration and Appointment Committee, in particular:

  • defines the compensation of the Directors as deliberated at the Shareholders’ Meeting;
  • 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



The 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:

  • assists the Board of Directors in the development of remuneration policies;
  • presents proposals or expresses opinions on the remuneration of the CEO and the General Director, as well as other Directors who work in certain roles. It also defines performance objectives related to the variable component of the remuneration system;
  • monitors the application of this remuneration policy, and verifies, in particular, the effective achievement of performance objectives;
  • periodically evaluates the sufficiency and coherence of the remuneration policy in relation to the Directors, including the CEO and the General Director, as well as the Managers with Strategic Responsibility.

Board of 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. They particularly express opinions related to the remuneration of Directors tasked with certain roles.

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