Arnoldo Mondadori Editore S p A : Remuneration report 2023 (3 mb)

INDEX

LETTER FROM THE CHAIR…………………………………………

3

INTRODUCTION…………………………………………………………….…………………………….……….…………………..4

THE MONDADORI POLICY - EXECUTIVE SUMMARY…………………………………………………………..6

SECTION I - REMUNERATION POLICY 2024

3. PAY MIX

45

Remuneration

Purpose

Characteristics

Determination

Element

criteria

Fixed

Remunerates the

Aims to ensure correct remuneration for

The weighting of the

component

extent of the

the position held based on criteria of

fixed component may

not exceed 70% of

responsibility and

internal and external equity, and with no

total compensation.

strategic nature of

form of discrimination.

the role in order to

Is determined with reference to market

offer appropriate

benchmarks for comparable positions and

For the CEO (*) the

and competitive

positions of similar value, on the basis of

fixed component

basic remuneration

the Hay method of job evaluation.

amounts overall to

For Executive Directors, the fixed

700,000 Euro,

component may include remuneration for

including the annual

work as an employee and the fee for the

consideration for the

position.

non-competition

agreement;

for the CFO the

fixed component

amounts to 600,000

Euro, including the

annual consideration

for the non-

competition

agreement;

for the KMP the

fixed component is

set on an individual

basis in accordance

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with the criteria

described.

Short-term

Remunerates the

For all beneficiaries, the payment of

The weighting of the

variable

achievement of

bonuses is conditional upon:

short-term variable

component by target

component

annual, group and

1. passing an access gateway and

may not exceed 75%

individual targets,

related to the Group

(MBO)

of total variable

in accordance with

Performance Index measured in

remuneration.

the principle of

terms of EBITDA and Ordinary

transparency and

Cash Flow,

The access gateway is

proportionality

2. the degree to which specific

equivalent to

Business Area/Function targets

attainment of 85% of

are achieved.

the Group's

Targets are pre-defined and linked clearly

consolidated EBITDA

and Free Cash Flow

and objectively to budget values or

targets.

strategic objectives.

The maximum value of

The KPIs for the CEO for 2024 are:

the MBO is 125% of

∙

Net profit (40%),

the target bonus.

∙

Revenues (30%),

The value of the

∙

Strategic development project (30%)

short-term variable

For KMP who head Business areas or

component (net of

Central Functions, the KPIs relate to

the deferral and

individual Area or Function objectives.

matching

There is a minimum level of attainment

mechanism) as a %

and a maximum disbursement cap.

of the fixed

As from 2024, a portion of the accrued

component

corresponds:

bonus (up to 30%) for executives who are

 for the CEO (*),

beneficiaries of LTI plans is paid as part of

to 57% for target

share-based payments, with deferral

results and 80%

to 24 months. Furthermore, at the end

for maximum

of the period, subject to the continuation

performance (cap

of the relationship, they are allocated a

140%);

matching share equal to 1 share for every

 for the CFO, to

deferred share.

33% for target

results and 42%

The annual variable component is subject

for maximum

performance;

to a clawback clause and bad leaving and

 for KMP, to 40%

good leaving clauses

for target results

and 50% for

maximum

performance

(mean values).

Medium/long

To promote the

Achieved through the assignment of

The weighting of the

-term

sustainability of

shares (Performance Shares) on

LTI variable

variable

corporate

attainment of predetermined Group

component by target

operations in the

consolidated three-year objectives, which

may not be lower

component

long term, through

correspond to the targets of the Three-

than 25% of total

(LTI)

the attainment of

Year Plans approved by the Board of

variable

the objectives of

Directors and to ESG metrics.

remuneration.

the Company's

long-term strategic

The value of the annual share

plans and the

assignments is determined in relation to

The maximum value of

creation of

the position held and to criteria of internal

the LTI is 120% of the

sustainable value

and external equity, which also refer to

target opportunity.

for shareholders

market benchmarks.

The value of the LTI

and stakeholders,

There are five performance conditions:

component as a %

while fostering

of the fixed

management

1) Cumulative Group Net Profit (25%),

component

retention and

2) relative TSR with respect to the FTSE

corresponds:

engagement.

Italia Mid Cap (15%),

 for the CEO (*),

3) Cumulative Group EBITDA (20%),

to 29% for target

4) Cumulative Group Ordinary Cash Flow

results and 34%

(25%),

for maximum

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5) ESG Objective - improvement of the

performance

Group Impact Inclusion Index (15%)

(cap);

There is a minimum level of attainment

 for the CFO, to

25% for target

and a maximum disbursement cap.

results and 30%

for maximum

The Plan also envisages:

performance; for

KMP, to 28% for

∙

a clawback clause,

target results and

∙

a 24-month share lock-up,

34% for maximum

∙ rules for good and bad leaving

performance

situations and extraordinary

(mean values).

transactions.

One-

To ensure

One-off monetary bonuses may be paid,

Cap equivalent to

off/extraordi

meritocracy and

for an amount not exceeding short-term

the amount of the

nary bonuses

retention of

variable remuneration, with reference to

short-term variable

excellent resources

specific circumstances such as:

component.

who have

extraordinary operations, completion of

distinguished

re-organisation/restructuring projects,

themselves

assumption of multiple responsibilities.

through

outstanding

Bonuses assigned to Executive Directors

contributions in

are approved by the Board of Directors on

connection with

a recommendation of the Remuneration &

exceptional events,

Appointments Committee, compatibly with

in compliance with

the Related-Party Transactions procedure.

the approval

procedure and

specific caps on

amounts.

Benefits

Ensure compliance

The benefits package is determined in line

The main benefits

with market best

with market practices.

are: a car, a fuel

practices in order

card,

to guarantee

supplementary life

adequate and

and medical

loyalty-enhancing

insurance, health

total reward

check-ups and, for

treatment

residence abroad,

housing and

schooling.

Indemnities

To date, the

There are no ex-ante agreements that

Cap on discretionary

for

Company does not

regulate discretionary indemnities; in all

indemnities

termination

envisage ex-ante

cases, the Policies provide that the

equivalent to 24

agreements.

maximum indemnity is equivalent to 24

months pay.

of office

In the event of

months pay in addition to the notice due

and/or early

termination of

by law, determined on the basis of current

termination

office or

annual remuneration and the average

of

employment, the

variable remuneration attributed in the

employment

Policies set a cap

final three years.

on discretionary

indemnities.

The Company reserves the right to draw

up, in its own interest, non-competition

agreements for a maximum period of 2

years and a consideration that does not

exceed 24 months of current pay.