Remuneration
A strategic lever to reach our goals
Our remuneration policy aims at aligning our resources with the group's performance, objectives and results. Together with constant investments in training and development, it contributes to our strategies to motivate talent and key people.
REMUNERATION POLICY PRINCIPLES
Our remuneration policy is defined in accordance with the group's strategy, governance model and the guidelines of the Code of Corporate Governance for Listed Companies and is aimed at:
- Promoting the pursuit of corporate objectives, sustainable success and improving results in the medium-long term;
- Pursuing the value creation for all Group stakeholders (shareholders, employees, suppliers, customers, local communities);
- Providing incentive schemes with predetermined objectives, that can be measured and are consistent with the Group’s Strategic Plan and Sustainability Plan;
- Attracting, retaining and motivating people with good professional skills, encouraging the commitment of key resources;
- Promoting actions and behavior that respond to Group values, in compliance with the principles of inclusion and diversity, equal opportunities, meritocracy and fairness, as set out in our Code of Ethics.
To this purpose, the Remuneration and Appointments Committee annually evaluates the quality of the contents of Amplifon’s Remuneration Policy, taking into consideration the different elements that constitute the pillars:
LINK BETWEEN REMUNERATION AND STRATEGY
PAY FOR PERFORMANCE
ALIGNMENT WITH MARKET BEST PRACTICES
CONTRIBUTION TO GROUP SUSTAINABILITY
POINT OF VIEW OF SHAREHOLDERS AND INVESTORS
PEOPLE EMPOWERMENT
Definition and approval
The remuneration policy is subject to annual approval by the Board of Directors, by the Remuneration and Appointments Committee based on the proposal drafted by the CEO, with the support of the HR department.
The HR department ensures consistent management throughout the group, whilst allowing adequate flexibility in order to address the specific demands of the different countries.
KEY ELEMENTS OF THE REMUNERATION POLICY
FIXED REMUNERATION
Fixed remuneration is focused on the individual profile and market benchmarks: it rewards skills, experience, competence, the contribution of the role and continuity of performance.
Benefits
The benefits are defined by means of an analysis of the best-in-class market practices and respecting the labor unions’ and requirements in the several countries where we operate.
SHORT-TERM VARIABLE REMUNERATION
Short-term variable remuneration (STI) is linked to annual performance of the group and geographic area: it encourages reaching annual business objectives. Moreover, it allows to reward the individual performance with respect to the specific objectives resulting from the Performance Development Review process.
LONG-TERM VARIABLE REMUNERATION
Long-term variable remuneration (LTI) promotes alignment with shareholders’ interests and a sustainable value creation in the medium-long term, as well as adherence to the group's three-year strategic plans.
REMUNERATION OF THE CHIEF EXECUTIVE OFFICER
Definition and Approval
Target Pay-Mix
The chart assumes a co-investment of 100% of the MBO target (maximum amount subject to co-investment), showing the maximum matching (1:1)
Maximum Pay-mix
The chart assumes a co-investment of 100% of the MBO target (maximum amount subject to co-investment), showing the maximum matching (1:1)
REMUNERATION OF KEY MANAGERS WITH STRATEGIC RESPONSIBILITIES
Definition and approval
Key Managers are the individuals who have the power and responsibility for the planning, managing and controlling Amplifon's activities, as well as the power to adopt decisions that may impact on the development and future prospects of our company. They are, therefore, the executives responsible for the three geographic areas in which we operate and the managers heading the group's primary functions.
The policy regarding remuneration for the Key Managers have been defined by the CEO and General Manager, and are subsequently examined by the Remuneration and Appointments Committee before finally being shared with the Board of Directors.
Target Pay-Mix
The chart assumes a co-investment of 100% of the MBO target (maximum amount subject to co-investment), showing the maximum matching (1:1)
Maximum Pay-mix
The chart assumes a co-investment of 100% of the MBO target (maximum amount subject to co-investment), showing the maximum matching (1:1)
Target Pay-Mix
The chart assumes a co-investment of 100% of the MBO target (maximum amount subject to co-investment), showing the maximum matching (1:1)
Maximum Pay-mix
The chart assumes a co-investment of 100% of the MBO target (maximum amount subject to co-investment), showing the maximum matching (1:1)
STOCK GRANT PLAN 2023-2028
Approved by the Shareholders' Meeting held on April 21st, 2023, the Stock Grant Plan 2023-2028 is the stock-based incentive plan directed to the CEO and General Manager, the Key Managers and other strategic resources who have a significant impact on the company ability to achieve its medium-long term results.
The Stock Grant Plan offers beneficiaries the right to receive ordinary Amplifon shares free of charge at the end of the vesting period.
Access to the long-term incentive is linked to achieving a performance condition (gate) based on the ratio between Net Financial Position and EBITDA. Specific performance objectives are also provided through a matrix based on two indicators: EBIT and net revenue, both with a three-years horizon.
In line with the recommendations of the Corporate Governance Code, the Stock Grant Plan 2023-2028 sets out a “clawback clause”: Amplifon may repossess the amounts paid if it is proven that the accrual of the bonus has been determined on the basis of data subsequently proven to be manifestly incorrect.
SUSTAINABLE VALUE SHARING PLAN 2022-2027
Starting from 2022, the Board of Directors deemed it appropriate to introduce a new incentive scheme for the Chief Executive Officer and General Manager aimed at rewarding the voluntary "co-investment" of a part of the annual MBO bonus for a three-year period and giving an increasing focus to sustainability issues as a key element of the CEO's schedule.
In 2023 the Sustainable Value Sharing Plan 2022-2027 was subsequently extended to Group Executives with Strategic Responsibilities and additional key resources in order to consolidate a policy of strong involvment of key resources in the achievement of value creation for shareholders and all Group's stakeholders.
This remuneration component aims at ensuring the protection of sustainability-related topics, by rewarding the achievement of milestones of the Group Sustainability Plan, as well as the value creation in the medium-long term for the shareholders, as part of the award is related to the performance of the Total Shareholder Return (TSR).
The recipients will therefore have the right to invest up to 100% of their MBO bonus target in Amplifon shares, enabling them to benefit from the Group's desired success over a three-year period via a matching system.
Based on the results achieved compared with the predefined performance targets, the Company could award a certain number of shares (matched rights).
2023 remuneration report
Please think about the environment before printing.
