Compensation and stock option
Information about the plans adopted
The Group grants additional benefits to top managers of the company and its subsidiaries through remuneration plans based on financial instruments.
In particular, the plans adopted by the Group provide for the attribution of stock options.
In the past, the Group also adopted plans which included the attribution to the beneficiaries of extraordinary payments based on the performance of the stock market share price (phantom stock options). In view of recent changes in tax law concerning incentives for employees, however, the General Meeting of Members of Gruppo Editoriale L’Espresso SpA on 22 April 2009 resolved to cancel the 2007 and 2008 Phantom Stock Option Plans and to replace them with an “extraordinary” stock option plan (i) reserved exclusively for those who had been beneficiaries of the Phantom Plans and who were still employees of Gruppo Espresso and, making the necessary changes, (ii) subject to the same terms and conditions as those applicable to the Phantom Plans.
All the stock-option plans adopted by the Group give the beneficiaries the option, at a certain price and within certain time limits, to underwrite new shares in the company, which are issued by means of special resolutions. Amongst other terms and conditions, the regulations concerned also include procedures to be applied if, for any reason, the employment contract should be terminated.
CONSOB STATEMENT - ART. 78 - of the implementation regulations of Italian legislative decree No.58/98 - SECTION 1
REMUNERATION PAID TO DIRECTORS, STATUTORY AUDITORS AND GENERAL MANAGERS IN THE YEAR 2011
| A) Surname and First name | B)Position held | C) Period in which the position was held | D) End of term of office | (1) Emoluments for the position in the company | (2) Non-monetary benefits | (3) Bonuses and other incentives | (4) Other remuneration |
|---|---|---|---|---|---|---|---|
| Carlo De Benedetti (1) | Chairman | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 430.000 | - | - | - |
| Monica Mondardini (2) | Managing Director | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 320.000 | - | 500.000 | 707.193 |
| Agar Brugiavini (3) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 40.000 | - | - | - |
| Rodolfo De Benedetti (4) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 30.000 | - | - | - |
| Francesco Dini (5) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 20.000 | - | - | - |
| Sergio Erede (5) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 20.000 | - | - | - |
| Giorgio Di Giorgio (6) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 30.000 | - | - | - |
| Mario Greco (3) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 40.000 | - | - | - |
| Maurizio Martinetti (7) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 20.000 | - | - | 523.970 |
| Tiziano Onesti (6) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 30.000 | - | - | - |
| Luca Paravicini (3) | Member of the Board | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 40.000 | - | - | - |
| Giovanni Barbara (8) | Chairman of the Board of Statutory Auditors | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 50.000 | - | - | 10.000 |
| Enrico Laghi (9) | Regular Auditor | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 33.500 | - | - | - |
| Luigi Macchiorlatti Vignat (9) | Regular Auditor | 01/01/2011 - 31/12/2011 | statement approv. 2011 | 33.500 | - | - | - |
| Corrado Corradi (10) | General manager with responsibility for the "Espresso" division | 01/01/2011 - 31/12/2011 | to be revoked | - | 3.290 | 120.000 | 228.663 |
| Carlo Ottino (10) | General manager with responsibility for the "Repubblica" division | 01/01/2011 - 31/03/2011 | 31/03/2011 | - | 1.109 | - | 77.880 |
(1) Remuneration includes fees for the offices of president (€400,000), member of the Board (€20,000), and member of the Remuneration Committee (€10,000); all fees paid to ROMED SpA.
(2) Remuneration includes fees for the offices of managing director (€300,000) and member of the Board (€20,000); the other fees include amounts paid as bonuses for the business year 2011, and gross earnings for work as an employee.
(3) Remuneration includes fees for the offices of member of the Board (€20,000), member of the Remuneration Committee (€10,000) and member of the Internal Control Committee (€10,000).
(4) Remuneration includes fees for the offices of director (€20,000) and member of the Remuneration Committee (€10,000).
(5) Remuneration includes fees for the office of member of the Board (€20,000).
(6) Remuneration includes fees for the offices of director (€20,000) and member of the Internal Control Committee (€10,000).
(7) Remuneration includes fees for the office of member of the Board (€20,000); other remuneration includes fees for the office of member of the Board in Group companies (€3,000) and fees for professional services (€520,000).
(8) Remuneration includes fees for the office of chairman of the Board of Statutory Auditors (€50,000); other fees relate to office as member of the supervisory body (€10,000).
(9) Remuneration includes fees for the office of Regular Auditor (€33,500).
(10) The bonus is related to the results achieved in business year 2011; other remuneration includes amounts paid as gross earnings from employment.