Report on the Compensation of Directors, the General Manager and Executives with Strategic Responsibilities

Transcription

1 Report on the Compensation of s, the General Manager and Executives with Strategic Responsibilities

2 Contents SECTION I 3 1. Introduction The Governance Model Process to Define and Approve the Compensation Policy Role of the Nominating and Compensation Committee 4 2. Guiding Principles of the Compensation Policy Objectives of the Compensation Policy Criteria Used to Define Compensation 7 3. Structure of the Compensation Packages Members of the Board of s Chief Executive Officer Executives with Strategic Responsibilities 9 4. Balancing Compensation Components 9 5. Components of the Compensation Package for Top Management Fixed Compensation Variable Compensation Long-term Incentive Plan Benefits Individual Contracts and Treatment Provided Upon Termination of the Employment Relationship/Administration Policy Implementation Process Description of the Main Company Reward Processes 13 SECTION II 15 TABLE 1: Compensation Paid to s, Statutory Auditors, General Managers and Other Executives with Strategic Responsibilities 18 2

3 SECTION I 1. Introduction 1.1. The Governance Model Parmalat S.p.A. is managed by a Board of s comprised of 11 (eleven) s elected through slate voting. The Board of s includes the following members: Post held at Parmalat Nominating and Compensation Committee Committee Assignments Internal Control and Corporate Governance Committee Litigation Committee Francesco Tatò Chairman Independent Yvon Guérin Chief Executive Officer Antonio Sala x Marco Reboa Francesco Gatti Daniel Jaouen Marco Jesi Riccardo Zingales Ferdinando Grimaldi Quartieri Gaetano Mele Nigel William Cooper Independent Independent Independent Independent Independent Independent x x x As of the end of the reporting period, Parmalat s Executives with Strategic Responsibilities included, in addition to the Chief Executive Officer, the following managers: - Antonio Vanoli, General Manager and Chief Operating Officer - Pierluigi Bonavita, Group Chief Financial Officer x x x x x 3

4 1.2. Process to Define and Approve the Compensation Policy The Nominating and Compensation Committee submits the policy to the Board of s for approval. The Board of s, after reviewing and approving the policy, submits it to the Meeting for a consultative vote. The policy, as approved by the Board of s, defines the principles and guidelines that: - the Board of s is required to follow in defining the s of: o the members of the Board of s and, specifically, s who perform special functions; o the Executives with Strategic Responsibilities; - the Group uses as a reference in defining the of top management. As part of the process of defining the policy, the Company analyzes and monitors on an ongoing basis market practices and levels, based on data supplied by outside experts on an aggregate basis, without making specific references to other companies. As a rule, independent experts from the Hay Group contribute to the policy s development. The policy was prepared consistent with the recommendations of Article 6 of the Corporate Governance Code for Listed Companies published by Borsa Italiana S.p.A. This Compensation Report was prepared in accordance with the provisions set forth in the document published by the Consob to implement Article 123-ter of Legislative Decree No. 58/1998, which deals with transparency issues concerning the of s of listed companies Role of the Nominating and Compensation Committee The Nominating and Compensation Committee currently in office, appointed by the Board of s on January 27, 2012, is comprised of three non-executive, independent s (Gaetano Mele Chairman, Marco Jesi and Ferdinando Grimaldi Quartieri). This Committee performs a proposal-making function. More specifically: - It submits proposals to the Board of s regarding the appointment of a Chief Executive Officer and the names of s to be coopted by the Board, when necessary, as well as proposals regarding the of s who perform special functions. A portion of the overall paid to the abovementioned individuals may be tied to the operating performance of the Company and the Group and may be based on the achievement of specific predetermined targets. 4

5 - At the request of the Chief Executive Officer, it evaluates proposals for the appointment and of Chief Executive Officers and Board Chairmen of the main subsidiaries. A portion of the overall paid to the abovementioned individuals may be tied to the operating performance of the Company and the Group and may be based on the achievement of specific predetermined targets. In performing this task, the Committee may request the input of the Group Human Resources Manager. - At the request of the Chief Executive Officer, it defines the parameters used to determine the criteria applicable to the Company s senior management and the adoption of stock option plans and plans for grants of shares of stock or other financial instruments that may be used to incentivize and increase the loyalty of senior management. In performing this task, the Committee may request the input of the Group Human Resources Manager. During the first six months of 2011 (up to the Meeting of June 28, 2011) the Committee was comprised of three non-executive, independent s: Carlo Secchi (Chairman), Andrea Guerra and Marco De Benedetti. On July 1, 2011, the new Board of s of Parmalat S.p.A. appointed a new Nominating and Compensation Committee comprised of the following three non-executive s: Daniel Jaouen (Chairman), Antonio Sala and Gaetano Mele. On January 27, 2012, following the resignation from the Committee of the s Daniel Jaouen and Antonio Sala, the Board of s appointed as their replacements on the Committee the independent s Marco Jesi and Ferdinando Grimaldi Quartieri, and named Chairman the independent Gaetano Mele, who was already serving on the Committee. In 2011, the Nominating and Compensation Committee met 3 (three) times, including 2 (two) meetings by the old Committee, attended by all Committee members, and 1 (one) meeting by the Committee appointed on July 1, 2011, attended by all Committee members. At its first meeting held on February 1, 2011, the Committee whose term of office ended on June 28, 2011 approved the Compensation Policy. Minutes were kept of each Committee meeting. A breakdown of the attendance at Committee meetings is provided below: Committee members Number of meetings attended in 2011 Attendance percentage Carlo Secchi Andrea Guerra Marco De Benedetti

6 Committee appointed on July 1, 2011: Committee members Number of meetings attended in 2011 Attendance percentage Daniel Jaouen Antonio Sala Gaetano Mele Guiding Principles of the Compensation Policy 2.1. Objectives of the Compensation Policy The definition of a policy has always been a priority for the Group, which, as early as April 2004, was already defining the basic tools needed to implement a policy in line with best practices. The Group s approach to is focused on performance, awareness of market trends and alignment with the business strategy, in the interest of its stakeholders. The cornerstones of the Group s Compensation Policy are: - Clear and transparent governance; - Monitoring of market trends and practices; - Alignment of sustainability with result sustainability; - Motivation and loyalty development of all employees, with special emphasis on strategic resources. These cornerstone principles are also applied to define the of Executives with strategic Responsibilities. Accordingly, the main objectives of the policy of top management are: - Attract, motivate and retain the needed professional skills; - Promote the growth of shareholder value; - Promote sustainability over the medium/long term, with special emphasis on the interest of all stakeholders; - Ensure that there is a correlation between and actual performance, both by the Company and its managers. 6

7 Insofar as balancing fixed and variable components is concerned, the policy of top management reflects the risk profile of the Company, whose main objective consist essentially of pursuing growth both organically and through acquisitions, with the restrictions of avoiding the dilution of profitability and maintaining a strong financial position. Considering these elements, in conjunction with the low cyclicality of its industry and the consumption of food products and other consumer goods, Parmalat chose not to emphasize the variable component of the mix. Moreover, with the aim of underscoring the control function performed by the CFO (the Corporate Accounting Documents Officer), no type of incentive is provided to this executive: his is thus based exclusively on the fixed component. Specifically with regard to Article 6 of the Corporate Governance Code for Listed Companies (Paragraphs 6.P.2 and 6.C.1), considering the risk profile of the Company and its industry and its strategic objectives, Parmalat believes that it should not excessively emphasize the variable component of the package. Moreover, given the limits placed on the variable amount, it does not believe that it should adopt deferral mechanisms for the variable component vested annually Criteria Used to Define Compensation The criteria used to define the of top management, consistent with the Group s policy, are: - Market practices and levels and internal levels, with the aim of ensuring external and internal fairness; the Company pursues this objective with the support of specialized independent consultants; - The Company s performance, to ensure that sustainability is aligned with result sustainability; - Personal impact, personal performance in terms of function delivery and target achievement, and assessment of the required leadership and technical competencies; - Compliance with the Company s Code of Conduct and constant support of the Group s values. The only change made to the policy in 2012, compared with the policy adopted the previous reporting year, was the elimination of indemnities payable to Executives with Strategic Responsibilities in the event of early termination of the employment relationship. In preparing this Compensation Report, Parmalat S.p.A. relied on the support of a specialized independent company. 7

8 3. Structure of the Compensation Packages 3.1. Members of the Board of s The of non-executive s is commensurate with the commitment required of each one of them, taking also into account their service on one or more committees. The of s is determined by the Meeting and, pursuant to Article 9 of the Bylaws, it does not change until a new resolution is adopted by the Meeting. The Meeting determined the total of the Board of s, which includes the individual of s who perform special functions, pursuant to the Bylaws. The Board of s, taking into account the input of the Board of Statutory Auditors, if required, decides the allocation of the total among its members. s are entitled to be reimbursed for expenses incurred to perform the tasks assigned to them. The Meeting of June 28, 2011 agreed to award to the s an additional variable, based on their actual attendance at meetings of the internal Board committees and of the Board of s. The Meeting of June 28, 2011 agreed to award to the Board of s a total annual of 1,300, euros, which the Board of s allocated as follows: - To each a fixed annual of 30, euros and an additional variable of 20, based on the attendance percentage at Board meetings. More specifically: For an attendance of less than 50% no ; For an attendance between 50% and 70% 10, euros; For an attendance of more than 70% 20, euros; - To the Chairman, an additional of 250, euros; - To the Chief Executive Officer, an additional of 500, In addition, s who serve on internal Board Committee receive an attendance fee for each committee meeting they attend. This fee was set at 6, euros for committee Chairmen and 3,900 for other committee members. 8

9 3.2. Chief Executive Officer The package of the Chief Executive Officer includes the following: - Fixed for serving as a ; - Fixed for serving as a Chief Executive Officer; - Additional variable, based on actual attendance at meetings of the Board of s. No other variable tied to the achievement of Company objectives is provided. Because his appointment to the Board of s and the award of powers of attorney occurred in the second half of 2011 and are valid until the 2011 annual financial statements are approved, the current Chief Executive Officer of Parmalat S.p.A. (Yvon Guérin) remained in the employ of B.S.A., from which he receives a commensurate with the tasks assigned to him and the activities he performs. The entire earned for his service at Parmalat is paid to B.S.A. Once the transitional phase resulting from a change in stock ownership structure and corporate governance bodies is over, the package of the Chief Executive officer will be redefined, based on the activities he performs and the tasks assigned to him, consistent with market practices and in line with the Group s policies, also with regard to the variable, as defined in Paragraph 5.2 below Executives with Strategic Responsibilities The package of Executives with Strategic Responsibilities includes the following: - Fixed ; - Annual variable (Management Incentive Program or MIP ). Because he was appointed Corporate Accounting Documents Officer, the Group Chief Financial Officer is not eligible for inclusion in incentive plans based on economic-financial indicators. 4. Balancing Compensation Components The main tools used by the Parmalat Group are: fixed, short-term incentives and long-term incentives. The approach to total employee is based on a balanced package of fixed and variable, cash and non-cash components that takes into account the Company s strategic objectives and risk profile. Specifically, given the business sector in which Parmalat operates and the characteristics of its activities: 9

10 - The amount of the variable is tied to the achievement of specific Company and personal performance targets; - These targets, which are specified and determined in advance, are directly linked with the process of defining Company objectives; - The variable component has a relatively small weight within the overall package. The fixed component is sufficiently large, in case no annual variable component is paid, due to the failure to achieve the performance targets. This approach facilitates focusing the beneficiaries not only on short-term objectives, but also on value creation over the intermediate and long term. - The variable structure calls for payments to be made once a minimum performance threshold, equal to at least 80% of the target, is achieved. If the targets of the budget approved by the Board of s are achieved, the target amount (100%) is paid. Additional payments of up to 150% of the target amount are paid for performances that are equal to or greater than 120% of the assigned target. - Parmalat adopted a total performance assessment system that takes into account: the achievement of personal objectives, the performance in performing one s functions, and technical and managerial competencies, which includes embracing Parmalat s values. 5. Components of the Compensation Package for Top Management 5.1. Fixed Compensation The fixed component represents the preponderant portion of the package. It is closely correlated with the position held by a person within the organization and remunerates the responsibilities entailed by that position. It is related to the excellence and quality of the individual contribution. The amount of the fixed awarded to each and Executive with Strategic Responsibilities is reviewed annually, in accordance with the criteria and methods illustrated in Paragraphs 2 and Variable Compensation Foreword The variable component of the is aimed at promoting the achievement of outstanding results, establishing a beneficial linkage between and performance. The fundamental objectives of the Management Incentive Program are: - To create a single reward system for all Group subsidiaries; 10

11 - To maximize the value of the Company s top performers; - To create a system that enhances the Group s competitiveness. Within Parmalat s Management Incentive Program, a target is conceived as a system of results that must be achieved. In order to effectively function as a performance incentive, each target must be S.M.A.R.T. : - Specific defined in a clear and unambiguous manner; - Measurable measured with objective indicators; - Achievable ambitious and challenging, but nevertheless perceived as achievable; - Relevant directly related to the Company s medium/long-term strategy; - Time-framed defined within a predetermined time horizon Structure and Operating Mechanism According to the program, each of the Group s s and Executives with Strategic Responsibilities must be assigned: - Group economic and financial targets: o EBITDA; o Revenues; - Departmental/Personal targets. The bonuses provided for achieving each target are stated as a percentage of the fixed and are paid in cash. The target variable can range between 20% and 40% of the fixed, depending on the post held. The variable structure calls for payments to be made once a minimum performance threshold, equal to at least 80% of the target, is achieved. If the targets of the budget approved by the Board of s are achieved, the target amount (100%) is paid. Additional payments of up to 150% of the target amount are paid for performances that are equal to or greater than 120% of the assigned target. The relationship between performance and bonus is represented by the incentivization curve shown in the chart that follows. 11

12 Bonus paid vs. target bonus 160% 150% 140% 130% 120% 110% 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 70% 80% 90% 100% 110% 120% 130% Actual performance vs. target performance (%) 5.3. Long-term Incentive Plan In 2010, the Group introduced a three-year incentive plan called Long-term Incentive Plan. At this point, the Plan s beneficiaries are the Chief Executive Officers of relevant companies of the Parmalat Group. It is a three-year plan that calls for the payment of a bonus, stated as a percentage of the gross annual fixed, upon the achievement of specific Group and country targets. The Plan s performance indicators are - Cumulative Group EBITDA for the Period; - Cumulative country EBITDA for the Period; The entire bonus is paid in cash at the end of the Plan s period. 12

13 5.4. Benefits A set of fringe benefits completes the total package, aligning internal fairness with external competitiveness. The main benefits offered include: - A Company car; - Health insurance coverage in excess of the requirements of the applicable National Collective Bargaining Agreement (manufacturing sector managers); - Housing upon relocation. 6. Individual Contracts and Treatment Provided Upon Termination of the Employment Relationship/Administration No agreement have been executed by Parmalat and its s calling for the payment of an indemnity in the event of resignation or firing/dismissal without cause or if the relationship ends due to a tender offer. Currently, no indemnity is provided for the dismissal from an office or the termination of the employment relationship for Executives with Strategic Responsibilities. As a rule, the Company does not enter into agreements that regulate ex ante the early termination of an employment relationship by the Company or the person involved, without prejudice, in all cases, to the applicable obligations pursuant to law and/or the relevant National Collective Bargaining Agreement. In addition, Parmalat S.p.A. has the option of executing a non-compete agreement with its s, Executives with Strategic Responsibilities and senior managers, at the end of their term of office or employment relationship. Pursuant to law and in accordance with practice, these agreements may call for the payment of a consideration based on the gross annual and related to the length and scope of the restrictions imposed by the agreement. These restrictions apply to the business sector within which the Group operates at the time the agreement is executed and to the Group s geographic footprint. The scope varies depending on the office held at the time the employment relationship is terminated, usually not more than one year s. 7. Policy Implementation Process 7.1. Description of the Main Company Reward Processes The Annual Salary Revision Plan is prepared and communicated annually to the Group Human Resources Department, concurrently with the budget, of which it is an integral part. With regard to Executives with Strategic Responsibilities, the Chief Executive Officer, based on the criteria defined in Item 2, determines fixed increases. 13

14 The annual Management Incentive Program ( MIP ), which constitutes the variable portion of the system, calls for the payment of a variable tied to the achievement of economic and financial targets and personal targets assigned annually to the beneficiaries of the Management Incentive Program, including Executives with Strategic Responsibilities. Each year, the Chief Executive Officer defines the individual targets of Executives with Strategic Responsibilities, consistent with the budget and the strategic plan approved by the Board of s. 14

15 SECTION II This section of the Report lists the items of which the of s and Executives with Strategic responsibilities is comprised, with the aim of showing that they are consistent with the general policy described in Section I. Chairman of the Board of s Raffaele Picella received a gross of 140,000 euros as consideration for his service during the period from January 1, 2011 to June 28, In addition to this portion of his, Mr. Picella received, as variable for attending Board meetings, an amount determined based on his actual meeting attendance, in accordance with the criteria set forth in this Report (Paragraph 3.1). Francesco Tatò earned a gross of 140,000 euros as consideration for his service during the period from June 28, 2011 to December 31, In addition to this portion of his, Mr. Tatò earned, as variable for attending Board meetings, an amount determined based on his actual meeting attendance, in accordance with the criteria set forth in this Report (Paragraph 3.1). Chief Executive Officer Enrico Bondi received a gross of 250,000 euros as consideration for his service during the period from January 1, 2011 to June 28, In addition to the abovementioned amount, Mr. Bondi received the variable provided for attendance at meetings of the Board of s and the amount provided for each, as described in this Report (Section I, Paragraph 3.1). Yvon Guerin earned a gross of 250,000 euros as consideration for his service during the period from June 28, 2011 to December 31, In addition to the abovementioned amount, Mr. Guerin earned the variable provided for attendance at meetings of the Board of s and the amount provided for each, as described in this Report (Section I, Paragraph 3.1). The entire amount owed to Mr. Guerin was paid to B.S.A. 15

16 Non-executive s Piergiorgio Alberti, Andrea Guerra, Erder Mingoli, Carlo Secchi, Vittorio Mincato, Massimo Confortini, Marco De Benedetti, Marzio Saà and Ferdinando Superti Fuga received the provided by the Compensation Policy for the post of, which they held during the period from January 1, 2011 to June 28, 2011, plus the amounts provided for any services on the internal committees of the Board of s. Ferdinando Grimaldi Quartieri, Marco Jesi, Gaetano Mele, Nigel William Cooper, Francesco Gatti, Daniel Jaouen, Marco Reboa, Antonio Sala and Riccardo Zingales earned the provided by the Compensation Policy for the post of, which they held during the period from June 28, 2011 to December 31, 2011, plus the amounts provided for any services on the internal committees of the Board of s. The entire amount owed to the s Antonio Sala and Daniel Jaouen was paid to B.S.A. Statutory Auditors Alessandro Dolcetti received a gross of 36,778 euros as consideration for his service as Chairman of the Board of Statutory Auditors for the period from January 1, 2011 to June 28, Mario Stella Richter earned a gross of 34,299 euros as consideration for his service as Chairman of the Board of Statutory Auditors for the period from June 28, 2011 to December 31, Enzio Bermani received a gross of 25,203 euros as consideration for his service on the Board of Statutory Auditors, for the period from January 1, 2011 to June 28, 2011, and the provided for service on the Oversight Board Roberto Cravero earned a gross of 22,500 euros as consideration for his service on the Board of Statutory Auditors, for the period from June 28, 2011 to December 31, 2011, and the provided for service on the Oversight Board Renato Colavolpe received a gross of 24,133 euros as consideration for his service on the Board of Statutory Auditors, for the period from January 1, 2011 to June 28, Alfredo Malguzzi earned a gross of 22,500 euros as consideration for his service on the Board of Statutory Auditors, for the period from January 1, 2011 to June 28,

17 General Manager Antonio Vanoli received a gross of 1,000,000 euros as consideration for his service during the full 2011 reporting year. Mr. Vanoli also received a bonus for overachievement of the assigned targets, equal to 120% of the target, attributable to the 2010 reporting year. Lastly, his includes a fringe benefit package valued at 8,131 euros. Executives with Strategic Responsibilities Executives with Strategic Responsibilities received, in the aggregate, gross of 898,855 euros for performing the tasks assigned to them In addition, they received a total amount of 365,000 euros in bonuses for achieving their assigned targets for 2010 and fringe benefits valued, in the aggregate, at 10,416 euros. In 2011, Mr. De Angelis, Group Chief Financial Officer and Ms. Mangiagalli, Group Human Resources and Organization Manager, voluntarily resigned. Mr. Bonavita was named Group Chief Financial Officer, as a replacement for Mr. De Angelis. Consequently, the following indemnities were paid for early termination of the employment relationship: Ms. Mangiagalli, who served as Group Human Resources and Organization Manager during the period from January 1, 2011 to November 25, 2011, following her voluntary resignation, received an indemnity for termination of her employment relationship with Parmalat, the amount of which was determined based on a value equivalent to her gross salary for 36 months, pursuant to an agreement signed on November 19, 2009 that superseded the provisions of the National Collective Bargaining Agreement. Mr. De Angelis, who served as Group Chief Financial Officer during the period from January 1, 2011 to July 31, 2011, following his voluntary resignation, received an indemnity for termination of his employment relationship with Parmalat, the amount of which was determined based on a value equivalent to his gross salary for 26 months, pursuant to agreements signed on March 27, 2006 and March 12, 2009 that superseded the provisions of the National Collective Bargaining Agreement. 17

18 TABLE 1: Compensation Paid to s, Statutory Auditors, General Managers and Other Executives with Strategic Responsibilities (s is recognized on a cash basis and not on an accrual basis) (amounts in euros) Variable non-equity Period during Compensation for First and last End of term of Post held which the post Fixed service on Board Bonuses and Fringe Other name office benefits was held Committees other Profit sharing incentives Total Raffaele Picella Chairman 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 150, ,000 (III) Total 150, ,000 I) Including - 140,000 for service as Chairman, prorated for length of term of office; - 10,000 in Board meeting attendance fees Francesco 6/28/11 Meeting approving Chairman Tatò financial statements at I) Compensation at the company preparing the financial statements 150, ,000 (III) Total 150, ,000 I) Including - 140,000 for service as Chairman, prorated for length of term of office; - 10,000 in Board meeting attendance fees Fair value of equity End-of-service or employment termination indemnity

19 Variable non-equity Period during Compensation for First and End of term of Fringe Other Post held which the post Fixed service on Board Bonuses and last name office benefits was held Committees other Profit sharing Total incentives Enrico Bondi CEO 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 275, ,000 (III) Total 275, , ,000 for services as CEO - 15,000 for service as a - 10,000 in Board meeting attendance fees Yvon Guérin CEO 6/28/11 Meeting approving financial statements at I) Compensation at the company preparing the financial statements 275, ,000 (II) Compensation from subsidiaries and affiliated companies (III) Total 275, , ,000 for services as CEO - 15,000 for service as a - 10,000 in Board meeting attendance fees The entire amount was paid to B.S.A.. Fair value of equity End-of-service or employment termination indemnity

20 Variable non-equity Compensation Period during Other First and last End of term of for service on Fringe Post held which the post Fixed Bonuses and name office Board benefits was held other Profit sharing Committees incentives Total Piergiorgio Alberti 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 15,000 15,000 (III) Total 15,000 15,000 Fair value of equity compensatio n End-of-service or employment termination indemnity - 15,000 for service as Massimo 1/1/11 Confortini 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 27,921 19,500 47,421 (III) Total 27,921 19,500 47,421-17, for service as ; I) For service as Chairman of the litigation Committee. - 10,000 in Board meeting attendance fees Marco De Benedetti 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 25,000 7,800 32,800 (III) Total 25,000 7,800 32,800-15,000 for service as - 10,000 in Board meeting attendance fees I) For service on the Nominating and Compensation Committee

21 Variable non-equity Period during Compensation for Other First and last End of term of Fringe Post held which the post Fixed service on Board name office Bonuses and benefits was held Committees other Profit sharing Total incentives Andrea Guerra 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 25,000 7,800 32,800 (III) Total 25,000 7,800 32,800-15,000 for service as - 10,000 in Board meeting attendance fees I) For service on the Nominating and Compensation Committee in Vittorio Mincato 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 25,000 11,700 36,700 (III) Total 25,000 11,700 36,700-15,000 for service as I) For services in the Litigation Committee - 10,000 in Board meeting attendance fees Erder Mingoli 1/1/11 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 25,000 25,000 (III) Total 25,000 25,000-15,000 for service as - 10,000 in Board meeting attendance fees Fair value of equity End-of-service or employment termination indemnity

22 First and last name Post held Period during which the post was held End of term of office Fixed Compensation for service on Board Committees Variable non-equity Bonuses and other incentives Profit sharing Marzio 1/1/11 Saà 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 32,360 54,480 86,840 (III) Total 32,360 54,480 86,840-15,600 for service as, pro-rated for length of the term of office. - 10,000 in Board meeting attendance fees I) For service as Chairman of the Internal Control and Corporate Governance Committee. - 6,760 for service on the Oversight Board Carlo 1/1/11 Secchi 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 25,000 44,200 69,200 (III) Total 25,000 44,200 69,200-15,000 for service as - 10,000 in Board meeting attendance fees I) For service as Chairman of the Nominating and Compensation Committee and on the Internal Control and Corporate Governance Committee. Ferdinando 1/1/11 Superti Fuga 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 28,188 42,900 71,088 (III) Total 28,188 42,900 71,088 I) Including - 18,188,08 for service as, prorated I) For service on the Litigation Committee for length of the term of office. and the Internal Control - 10,000 in Board meeting attendance fees and Corporate Governance Committee. Fringe benefits Other Total Fair value of equity End-ofservice or employment termination indemnity

23 First and last name Nigel William Cooper Post held Period during which the post was held 6/28/11 End of term of office Meeting approving financial statements at Fixed Compensation for service on Board Committees Variable non-equity Bonuses and other incentives Profit sharing I) Compensation at the company preparing the financial statements 25,000 31,200 56,200 (III) Total 25,000 31,200 56,200 Francesco Gatti 6/28/11 Meeting approving financial statements at - 15,000 for service as - 10,000 in Board meeting attendance fees I) For services on the Internal Control and Corporate Governance Committee. I) Compensation at the company preparing the financial statements 25,000 25,000 (III) Total 25,000 25,000-15,000 for service as in 2011, - 10,000 in Board meeting attendance fees in 2011, Ferdinando Grimaldi Quartieri 6/28/11 Meeting approving financial statements at I) Compensation at the company preparing the financial statements 25,000 25,000 (III) Total 25,000 25,000-15,000 for service as - 10,000 in Board meeting attendance fees Fringe benefits Other Total Fair value of equity End-ofservice or employment termination indemnity

24 First and last name Daniel Jaouen Post held Period during which the post was held 6/28/11 End of term of office Meeting approving financial statements at Fixed Compensation for service on Board Committees Variable non-equity Bonuses and other incentives Profit sharing I) Compensation at the company preparing the financial statements 25,000 6,500 31,500 (III) Total 25,000 6,500 31,500 Marco Jesi 6/28/11 Meeting approving financial statements at - 15,000 for service as - 10,000 in Board meeting attendance fees The entire amount was paid to B.S.A. I) For service as Chairman of the Nominating and Compensation Committee. The entire amount was paid to B.S.A.. I) Compensation at the company preparing the financial statements 25,000 25,000 (III) Total 25,000 25,000-15,000 for service as - 10,000 in Board meeting attendance fees Gaetano Mele 6/28/11 Meeting approving financial statements at I) Compensation at the company preparing the financial statements 25,000 7,800 32,800 (III) Total 25,000 7,800 32,800-15,000 for service as - 10,000 in Board meeting attendance fees I) For service on the Nominating and Compensation Committee. Fringe benefits Other Total Fair value of equity End-ofservice or employment termination indemnity

25 First and last name Marco Reboa Post held Period during which the post was held 6/28/11 End of term of office Meeting approving financial statements at Fixed Compensation for service on Board Committees Variable non-equity Bonuses and other incentives Profit sharing I) Compensation at the company preparing the financial statements 25,000 52,000 77,000 (III) Total 25,000 52,000 77,000 Antonio Sala 6/28/11 Meeting approving financial statements at - 15,000 for service as - 10,000 in Board meeting attendance fees in I) For service as Chairman of the Internal Control and Corporate Governance Committee. I) Compensation at the company preparing the financial statements 25,000 10,400 35,400 (III) Total 25,000 10,400 35,400 Riccardo Zingales 6/28/11 Meeting approving financial statements at - 15,000 for service as - 10,000 in Board meeting attendance fees in The entire amount was paid to B.S.A. I) For service as Chairman of the Litigation Committee and on the Nominating and Compensation Committee. The entire amount was paid to B.S.A. I) Compensation at the company preparing the financial statements 25,000 35,100 60,100 (III) Total 25,000 35,100 60,100-15,000 for service as - 10,000 in Board meeting attendance fees in I) For services on the Internal Control and Corporate Governance Committee and the Litigation Committee. Fringe benefits Other Total Fair value of equity End-ofservice or employment termination indemnity

26 First and last name Post held Period during which the post was held End of term of office Fixed Compensation for service on Board Committees Variable non-equity Bonuses and other incentives Alessandro Chairman Board 1/1/11 Dolcetti of Stat. Auditors 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 36,778 36,778 (III) Total 36,778 36,778 Profit sharing Fringe benefits Other Total Fair value of equity End-ofservice or employment termination indemnity - 36,778 for service as Statutory Auditor Mario Stella Richter Chairman Board of Statutory Auditors 6/28/11 Meeting approving financial statements at I) Compensation at the company preparing the financial statements 34,299 34,299 (III) Total 34,299 34,299-34,299 for service as Statutory Auditor Enzio 1/1/11 Statutory Auditor Bermani 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 31,703 31,703 (III) Total 31,703 31,703-25,203 for service as Statutory Auditor - 6,500 for service on the Oversight Board \ First and Post held Period End of term of office Fixed Compensation for Variable non-equity Fringe Other Total Fair End-of-

27 last name during which the post was held service on Board Committees Bonuses and other incentives Renato 1/1/11 Statutory Auditor Colavolpe 6/28/11 6/28/11 I) Compensation at the company preparing the financial statements 24,133 24,133 (III) Total 24,133 24,133 Roberto Cravero Statutory Auditor 6/28/11 Meeting approving financial statements at - 24, for service as Statutory Auditor I) Compensation at the company preparing the financial statements 29,000 29,000 (III) Total 29,000 29,000 I) Including - 22,500 for service as Statutory Auditor for service on the Oversight Board Alfredo Malguzzi Statutory Auditor 6/28/11 Meeting approving financial statements at I) Compensation at the company preparing the financial statements 22,500 22,500 (III) Total 22,500 22,500 Andrea Lionzo Member of the Oversight Board 6/28/11 Meeting approving financial statements at - 22,500 for service as Statutory Auditor I) Compensation at the company preparing the financial statements 6,500 6,500 (III) Total for service on the Oversight Board Profit sharing benefits value of equity service or employment termination indemnity

28 First and last name Post held General Manager COO Period during which the post was held 1/1/11 End of term of office Fixed Compensation for service on Board Committees Variable non-equity Fringe benefits Other Antonio Vanoli I) Compensation at the company preparing the financial statements 1,000, ,000 8,131 1,353,131 (III) Total 1,000, ,000 8,131 1,353,131 I) Paid for overachieving all targets (achievement of 120% of target). Amount attributable to Name Period Executives with - Luigi De Angelis 1/1/11 7/31/11 Strategic Responsibilities - Manuela Mangiagalli 1/1/11 11/25/11 - Pierluigi Bonavita 7/28/11 I) Compensation at the company preparing the financial statements 898, ,000 10, ,289 1,412,560 3,299,931 (III) Total 898, ,000 10, ,289 1,412,560 3,299,931 The amounts shown for Pierluigi Bonavita apply to the period shown. Amounts attributable to Unused vacations and indemnity pursuant to Article 10, National Collective Bargaining Agreement. Total Fair value of equity End-ofservice or employment termination indemnity