07/01/2023 - 04:45 PM
The Nomination and Remuneration Committee's work took place with the planning of activities, implementation of instruments in support of the 2021 Remuneration Policy and the definition of guidelines to the 2022 Remuneration Policy.
TIM Group’s remuneration policy is designed to support the achievement of the objectives set out in the Company’s strategic Plan, while ensuring the Company’s competitiveness on the labor market and its ability to attract, retain and motivate personnel.
The remuneration policy aims at:
The definition of the remuneration policy is supported by the analysis of market practices in terms of both remuneration levels and composition of remuneration packages, taking as reference both companies in the Telco sector at an international level (peer group Industry TLC) and Italian companies, comparable in terms of size and/or stock market capitalization (peer group FTSE MIB).T
The components of individual remuneration are:
The integration of the various compensation components allows to appropriately balance the monetary and nonmonetary tools, with the aim of increasing the satisfaction of recipients at a sustainable cost.
The Nomination and Remuneration Committee ensures the implementation of the remuneration policy approved by the Shareholders' Meeting and defines the policy guidelines for the following year.
Among the Committee’s activities, the following may be mentioned:
The Committee also deals with issues related to
The remuneration package for the Chairman only consists of a fixed component, as determined by the Board of Directors on 28 April 2021 (upon the proposal and with the approval of the Nomination and Remuneration Committee) and is set at the gross amount of 600,000 euros per annum. The Chairman does not receive any remuneration for the office of Director or member of the Sustainability Committee (pursuant to Art. 2389, subsection 1 of the Italian Civil Code). The Chairman does not enjoy any severance treatment nor benefits; he is entitled to the reimbursement of the expenses incurred in the performance of his duties, in accordance with the Bylaws.
Chief Executive Officer
Please find below a description of the remuneration package attributed to the Chief Executive Officer and General Manager in charge, as established by the Board of Directors on 21 January 2022 (upon the proposal and with the approval of the Nomination and Remuneration Committee) with reference to the position of General Manager and to the office of Chief Executive Officer.
The fixed remuneration for the Chief Executive Officer is set at a gross amount of 1,400,000 euros per annuums, divided between the remuneration for the executive position (1,300,000 euros) and the remuneration for the office of Chief Executive Officer (100,000 euros).
The Chief Executive Officer does not receive remuneration for the office of Director, nor as a possible member of Committees.
For each financial year, the Chief Executive Officer is assigned a short-term variable component (MBO), linked to the achievement of the objectives set annually by the Board of Directors, corresponding to a target of 100% of his fixed remuneration (1,400,000 euros); each objective is measured individually, with a parametric scale as described in the paragraph "Short-term Incentive System" of the Remuneration report.
The Chief Executive Officer is a beneficiary of the 2022-2024 Stock Option Plan as described in the Remuneration Report. For further details, please see the information document on the initiative, available on the following 2022-2024 Stock Option Plan Information Document.
As per policy, in the event of termination of the Chief Executive Officer position without just cause or resignation for just cause, anticipated with respect to the natural expiration of the directorship relation, or in the event of a change of control (i.e. any extraordinary operation involving a change of control of the Company pursuant to Article 2359 of the Civil Code), the CEO is entitled to an indemnity equal to the remuneration due for the office will be paid until the natural expiration of the mandate, with a maximum of 24 months' salary (calculated as the sum of fixed and MBO components).With respect to the withdrawal by the Company from the employment contract in the absence of just cause or resignation for just cause or in the event of a change of control (i.e. any extraordinary operation involving a change in control of the Company pursuant to Article 2359 of the Italian Civil Code), the CEO, in his position as General Manager, will be entitled to the severance payment established by the law and by the CCNL (National Labour Contract), with recognition of additional monthly payments up to a maximum of 24 (calculated on the fixed component)
In the three years following the payment of the bonus of the variable remuneration components, a clawback clause for the amounts paid may be activated, as per policy.
In relation to his managerial role, the Chief Executive Officer enjoys the benefits specified for the management of the Company (health insurance cover through the TIM Group Executives supplementary healthcare assistance; supplementary pension cover through membership of the TIM Group Executive complementary pension fund; insurance cover for work-related and non-work-related accidents, life and invalidity benefit due to illness; a company car for mixed use; check-up). The Chief Executive Officer also benefits of the "professional risks insurance policy" entered into by the Company and applying to all Directors & Officers. Coverage of housing costs at the workplace is also envisaged for the entire duration of the employment relationship.
The structure of the remuneration package for Key Managers with Strategic Responsibilities, excluding the Chief Executive Officer, is as follows:
Fixed remuneration of the Key Managers is in line with the market median, with the possibility of targeting even higher values, with selective adjustment criteria
Key Managers benefit of an annual incentive plan, with a target pay opportunity equal to 50% of their fixed remuneration.
For further details, please see the specific section of the Remuneration Report.
The Key Managers with Strategic Responsibilities were beneficiaries of the 2022-2024 Stock Option Plan described in the Remuneration Report. For further details, please see the information document on the initiative, available on the following link 2022-2024 Stock Option Plan Information Document.
The treatments provided for by the law and the CCNL are applied. The additional allowances may not exceed 24 months’ salary (calculated as the sum of the gross annual pay and the MBO).
In the event of termination of the employment relationship without just cause for dismissal or – for some managers – in the event of a change of control (or any extraordinary operation involving a change of control of the Company pursuant to Article 2359 of the Italian Civil Code), the Chief Executive Officer will be responsible for identifying the managers that – due to the importance and strategic nature of the role covered – may receive severance pay, to which a non-competition agreement may be associated, depending on the importance and strategic nature of the role covered, equal to their salary for a maximum period of one year, calculated on the fixed remuneration.
Key Managers enjoy benefits similar to those envisaged for general corporate management: a company car for mixed use, i insurance cover for work-related and non-work-related accidents, life and invalidity benefit due to illness;), supplementary health coverage, supplementary pension fund and check-up. The Company is also covered by a "professional risk policy" for all its Directors & Officers.
The assignment of bonuses unrelated to performance objectives is excluded. The Company exceptionally reserves the right to pay lump sums during the hiring phase in order to facilitate the acquisition of resources possessing specific skills deemed essential for the achievement of the strategic business objectives and who have accrued the right to specific remuneration treatments delayed by their previous employers.
Non executive directors
This section describes the remuneration applying to the current members of the Board of Directors.
The overall annual remuneration of the Board of Directors pursuant to art. 2389(1) of the Italian Civil Code was established by the Shareholders’ Meeting on 31 March 2021 in a maximum gross amount of 2,200,000 euros.
The Board of Directors held on 28 April 2021 allocated such remuneration, assigning a gross fixed annual amount of 100,000 euros to each Director (excluding the Chairman and the Chief Executive Officer). There is no remuneration linked to the Company’s results, nor severance pay.
The additional remuneration for Directors being Members of the Board Committees, is set out below.
Members: € 30.000
The Chair of the Board of Directors does not receive this compensation
Salvatore Rossi (C)
Federico Ferro Luzzi
Control and Risk Committee
Members: € 45.000
Chairman: € 65.000
Federico Ferro Luzzi (C)
Nomination and Remuneration Committee
Members: € 30.000
Chairman: € 40.000
Paola Bonomo (C)
|Related Parties Committee|
Members € 30.000
Chairman € 40.000
Paolo Boccardelli (C)
The remuneration policy, intended as the set of principles and tools adopted to define the compensation packages of Directors and Key Managers involves the Company’s Bodies named below.
Board of Directors
In order to ensure that the resolutions regarding remuneration are appropriately instructed, the Board of Directors is supported by the Nomination and Remuneration Committee.
Nomination and Remuneration Committee
Board of Statutory Auditors
The tables below show the shareholdings held by all the individuals who during the financial year 2022, or a part thereof, held the position of member of the Board of Directors, member of the Board of Statutory Auditors, or key manager with strategic responsibilities (for this last category the information is shown in aggregate form).
Name and surname
Category of shares
Number of shares owned at the end of the previous financial year (or on the date of appointment)
Number of shares bought during the financial year
Number of shares sold during the financial year
Number of shares owned at the end of the financial year (or on the date of termination of office if earlier)
Board of Directors
|Franck Cadoret (1)||Director||TIM S.p.A.||Ordinary||13,000||13,000|
|Maurizio Carli||Director||TIM S.p.A.||Ordinary||252,525||252,525|
|Luca De Meo||Director|
|Arnaud Roy de Puyfontaine (1)||Director|
|Cristiana Falcone||Director||TIM S.p.A.||Ordinary||62,500||62,500|
|Federico Ferro Luzzi||Director|
|Giovanni Gorno Tempini||Director|
Board of Statutory Auditors
|Angelo Rocco Bonissoni||Standing Auditor|
|Francesca di Donato||Standing Auditor|
|Anna Doro||Standing Auditor|
|Massimo Gambino||Standing Auditor|
Key Managers with Strategic Responsibilities
(1) Directors who have resigned and are no longer on the Board of Directors at the date of publication of this report
* Shares obtained through the conversion of stock options received from the company Tim S.A.
**Shares listed on the NYSE and BOVESPA markets.
***Of which number of shares, 7,153, held by spouse not legally separated
**** Held by spouse not legally separated