Report on the 2022 compensation policy and the compensation paid in 2021
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Values, mission and purpose
Every day, for more than 180 years, the work of the men and women of Italgas has enabled millions of Italians to use a sustainable, sustainable and reliable source of energy.
A continuous commitment, based on expertise, efficiency, innovation, quality and safety and inspired by the transparency of daily activities, the integrity of behavior and the responsibility towards the communities served.
Promote the fundamental role of natural gas in the process of energy transition towards a low-carbon and circular economy.
Contribute, through digitized networks, to the development of renewable gases such as biomethane and hydrogen.
Ensure and improve the quality of service, contribute to creating sustainable and smart cities and generate long-term value for customers, the market, the territory and all its stakeholders, while respecting the environment.
These principles, with which we have supported and promoted the economic and social development of Italy, are the cornerstones of Italgas’ objective, with a view to doing our part to achieve the Sustainable Development Goals of Agenda 2030. United Nations.
Italgas, two centuries of history projected into the future.
ITALGAS
Report on the remuneration policy and
Remuneration paid
Approved by the Board of Directors on March 9, 2022
The Report on the Remuneration Policy and the Remuneration Paid is published in the “Governance – Remuneration” section of the Company’s website (www.italgas.it/en)
Contents
Letter from the Chairman of the Appointments and Remuneration Committee ……………………………. .. … 4
Remuneration policy 2022: summary ……………………………………. ………………………………………. …………. 8
Main elements of the compensation policy ……………………………………………… …… …………………………………….. …… …. 9
Salary mix ………………………………………….. … ……………………………………….. … ……………………………………….. … 11
Italgas: Total Shareholder Return and main benchmarks ………………………………… …. ………………………… 12
Performance of Italgas and compensation of the Chief Executive Officer ……………………………. ……………. …………. 13
Strategic plan and remuneration policy …………………………………….. …… …………………………………….. …… …… 15
ESG Strategy, Human Capital and Remuneration Policy ……………………………….. … …………………………… 17
Employee Engagement and Human Resources Initiatives ………………………………………….. . ……………………………. 23
Shareholder engagement and analysis of shareholder voting results ……………………………………. .. ….. 25
Foreword ……………………………………….. … ……………………………………….. … ……………………………………….. … …. 27
First Section – Remuneration Policy 2022 ……………………………….. ….. ……………………………………… ….. …. 29
1. Governance of the compensation process ……………………………………….. ……. ………………………………………… …. 29
2. Purpose and general principles of the Remuneration Policy ……………………………………….. ……….. ………………… 39
3. 2022 compensation policy ………………………………………….. ……………………………………………. …. ………………. 45
Second section – Remuneration paid in 2021 and other information ………………………………… . …………………. 65
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1. Implementation of the 2021 Remuneration Policies ……………………………. .. …………………………….. 65
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2. Final report on the performance of the variable incentive plans ……………………………….. ……………… 67
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3. Remuneration paid to the Directors ……………………………………….. …… …………………………………….. …… ….. 70
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4. Remuneration paid to the Chief Financial Officer and Services ……………………………. ………….. ……. 74
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5. Compensation paid to Executives with Strategic Responsibilities ……………………………. … ……… 76
CONSOB tables ………………………………………… ………………………………………….. ………………………………………….. 80
Table 1 – Compensation of Directors, Statutory Auditors and Executives with
Responsibilities ………………………………………… ………………………………………….. ………………………………………….. 80
Table 2 – Stock options granted to Executives and Executives with Strategic Responsibility ………….. 87
Table 3.A – Incentive plans based on financial instruments other than stock options for directors and
Managers with Strategic Responsibilities ………………………………………. ……… …………………………………. ……… … 88
Table 3.B – Cash incentive plans for directors and executives with strategic responsibilities ………….. 90
Table 4 – Stakes held ………………………………………….. …………………………………………….. ………………………………. 92
Letter from the Chairman of the Appointments and Compensation Committee
Dear shareholders,
I am pleased to present the 2022 Remuneration Policy and 2021 Paid Remuneration Report, a document through which we not only aim to transparently and comprehensively disclose Italgas’ remuneration policies and their link to the business strategy and sustainable development, but also to increasingly strengthen dialogue with all stakeholders.
The Appointments and Remuneration Committee, set up following the General Meeting of April 4, 2019, which is composed, in addition to myself, of Directors Silvia Stefini and Maurizio Dainelli, has come to the end of its term of three years. Over the three-year period, the Committee has sought to ensure that the Group’s Remuneration Policy is a key element in achieving medium/long-term business and sustainability objectives and creating shareholder value, while guaranteeing maximum transparency and communication to all stakeholders.
The work and decisions of the Appointments and Remuneration Committee for this Remuneration Policy therefore aim, on the one hand, to ensure complete alignment with the 2021-2027 Strategic Plan, with a view to sustainable development, by implementing the indications which emerged following last year’s General Meeting’ and, on the other hand, to submit for the approval of the shareholders a document which is part of the process carried out over the past three years to ensure the continuity of all the key elements of the same Policy.
2021 was also marked by the Covid-19 pandemic, to which Italgas responded by maintaining all initiatives aimed at supporting employees and allowing the company’s engineers to operate safely throughout the country. , activities already implemented in 2020. The Committee carefully monitored the potential impacts on the 2021 Remuneration Policy, revealing Management’s ability to face the pandemic scenario this year as well, deeming it appropriate to ensure full alignment with the Policy approved at the General Assembly.
