Remuneration
We are committed to ensuring a remuneration policy compliant with national and international best practices, which supports and encourages our development, is consistent with our Strategic Plan and Sustainable Value Creation Plan and responds to the value and culture of the company.
Our Remuneration Policy has a strong link with the Strategic Plan and the Sustainable Value Creation Plan and represents an element of fundamental importance to ensure the pursuit of the strategic objectives of business sustainability and value creation in the medium to long term. Consistent for the generality of the corporate population and developed taking into consideration the feedback from shareholders and investors, it is also designed to ensure complete alignment of the risk profile between the Group and Management.
Remuneration Policy
The Remuneration Policy of Italgas, assessed and approved by the Board of Directors on the proposal of the Appointments and Remuneration Committee and defined in accordance with the governance model adopted by the company and with the provisions of the Issuers’ Regulations and the Corporate Governance Code, is aimed at:
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Promote sustainable success
Through the pursuit of the objectives of the Strategic Plan and the Sustainable Value Creation Plan, improving the long-term financial and non-financial results.
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Pursue and promote the creation of value
For the various company stakeholders: employees, shareholders, local communities, suppliers.
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Attract, retain and motivate people with high professional qualities
Through the recognition of the responsibilities assigned, the results achieved, the quality of the profuse professional contribution and the people’s development potential, considering the company’s leadership model and values.
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Encourage the commitment of key resources
Through the definition of incentive systems connected to the achievement of economic-financial, business development, sustainability, operational and individual objectives.
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Stimulate actions and behaviours
Responding to the values and culture of the company, in compliance with the principles of meritocracy, inclusion and plurality, equal opportunities, enhancement of people’s knowledge and professionalism, fairness, non-discrimination and integrity required by the Code of Ethics.
The remuneration of the Chief Executive Officer and Executives with Strategic Responsibilities is suitably balanced between a fixed component in line with the powers and responsibilities assigned, and a variable component defined within maximum limits and aimed at linking remuneration to actual performance.
Moreover, in line with international best practices, “claw-back” mechanisms have been established aimed at recovering the variable part of the compensation that is not payable, since it was received on the basis of targets achieved as a result of intentional misconduct or gross negligence (or, in any case, implemented in violation of the reference standards) or on data that have proven to be manifestly incorrect.
The Remuneration Policy was approved by the Shareholders’ Meeting with a favourable vote always above 92% in the last 5 years. Details of the results for the last 3-year period is represented below.
2024 Guidelines
The 2024 Remuneration Policy was defined in consideration of specific remuneration benchmarks and the best practices of the national and international markets.
It is based on some key principles:
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Consistency
Through intense internal and external benchmarking to ensure full alignment with the main market and governance practices.
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Listening
Through constant and deep dialogue with all internal and external stakeholders in order to ensure full consistency between the Remuneration Policy and the key drivers of the Strategic Plan and the creation of value for shareholders.
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Sustainability and inclusion
Ensuring, in addition to the connection of remuneration to short, medium and long-term objectives and the link with the share price, constant and increasing attention, already initiated in recent years, to all ESG issues, for example through the inclusion of the main ESG objectives in incentive plans aimed at Top Management, ensuring strong alignment with the materiality matrix and with Italgas’ sustainability strategy.
The strong link between remuneration and sustainability objectives is therefore consolidated, by the confirmation of the alignment of the weight of the sustainability indicators to that of the main economic-financial metrics as regards short-term variable remuneration and the increase of the weight of sustainable indicators in the long-term variable component.
What our policy envisages
- Remuneration policy and variable incentive plans closely linked to the Strategic Plan and the Sustainable Value Creation Plan, with predetermined, measurable and consistent objectives with the interests of the various stakeholders.
- Objectives that entail an assessment of corporate performance both in absolute and relative terms, with third-party verification where possible.
- Consistency of comprehensive remuneration with respect to the market references subject to annual assessment to make sure of being constantly in line with best practices.
- Balanced pay mix, aimed at aligning remuneration with performance effectively achieved, with a significant incidence of the medium/long-term variable components (including with equity instruments) for the Top Management.
- Adequate vesting and deferral periods of incentives over a time frame of at least three years.
- Adoption of claw-back mechanisms in the event of error, negligence and gross intentional violation of laws and/or regulations.
- Structured engagement plan to obtain shareholders’ expectations and feedback.
- Remuneration policy strongly oriented towards meritocracy and defined in compliance with the principles of plurality, equal opportunities, enhancement of people’s knowledge and professionalism, fairness, non-discrimination and integrity.
- Provision of shareholding guidelines for the Chief Executive Officer, introduced for the first time in 2023, aimed at strengthening the link with shareholder interests.
Remuneration Structure for Italgas’ Management Team
The architecture for managerial remuneration in place is based on three components:
Our remuneration Policy does not provide for Stock Options.
2023 Remuneration
The 2023 Compensation Policy, as verified by the Appointments and Compensation Committee during the periodic assessment required by the Corporate Governance Code, was implemented in accordance with the general principles referred to in the resolutions passed by the Board of Directors and was consistent with the 2023 Remuneration Policy, both in the market references found and in terms of overall positioning and pay mix.
The incentives pertaining to 2023 were defined on the basis of the final statement of results for the year, as accrued within the Italgas Group and approved by the Board of Directors following the verification carried out and proposal made by the Appointments and Compensation Committee of Italgas.