Report on corporate governance and ownership 2011 - Indesit


<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 – Annex
6.2 Remuneration criteria for executive directors and Other ESR
In addition to the provisions of 6.1 above, executive directors are entitled to a further fee depending
on the post they hold and its relative responsibilities, as provided for in section 4. A part of executive
directors’ remuneration is also formed by amounts tied to the attainment of income results (the bonus
or variable incentive systems dealt with in the sections hereunder) such as to ensure interest in creating
value for shareholders in the short and medium/long term. The parameters for the CEO are identical to
those used for the Other ESR, in line with the CEO’s top management status within the organization.
The Chairman’s remuneration is formed by the following:
• a fixed annual part, established at the time of appointment and adjusted over time in line with the
market;
• a variable annual part obtainable on achieving predefined business objectives (MBO), which is equal
to a pre-established percentage of the fixed part accrued over the year (the incentive obtainable on
full attainment of the objectives is 50% of the fixed part: for further details, see section 10).
The CEO’s remuneration is formed by the following:
• a fixed gross annual part (GAR), which is defined at the time of appointment on the basis of the
chosen positioning with respect to the relevant market (in accordance with the guidelines in
section 3 above) and the levels of responsibility and complexity involved;
• a variable annual part obtainable on achieving predefined business objectives (MBO), which
is equal to a pre-established percentage of the fixed part accrued over the year (the incentive
obtainable on full attainment of the objectives is 50% of the fixed part: for further details, see
section 10).
• a medium/long-term variable part (L-TRI) which, on achievement of the objectives assigned during
the 3-year period, provides an incentive calculated on the basis of the amount paid annually under
the MBO Plan, as illustrated in greater detail in section 11.
The remuneration of Other ESR is formed by the following:
• a fixed annual part (GAR), which is defined on the basis of the chosen positioning with respect to the
relevant market (in accordance with the guidelines in section 3 above) and the levels of responsibility
and complexity involved, professional standing and experience. This part is adjusted over time in step
with the market and in relation to capacities acquired and above all performance delivered;
• a variable annual part (MBO) and a medium/long-term variable part (LTRI) with parameters identical
to those of the CEO.
The Chairman, CEO and the Other ESR are also granted benefits in line with the Group’s policies.
Further information on variable components and benefits can be found in sections 10, 11 and 12
(respectively “MBO Plan”, “LTRI Plan” and “Benefits”).
6.3 Remuneration of statutory auditors
The remuneration of the members of the Statutory Audit Committee is fixed by the Shareholders’
meeting on the basis of proposals from the Board or the shareholders themselves and consists of a
fixed gross annual sum.
For the 3-year period 2011-2013, the shareholders’ meeting fixed the annual fee for the Chairman of
the Statutory Audit Committee at E80,000 and an annual fee of E60,000 for each of the two standing
statutory auditors.
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