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

Our Policy is defined in line with the long-term strategy and goals and is able to achieve the primary objective of creating sustainable value for our shareholders.

PAY FOR PERFORMANCE

Our Policy allows to focus our people on the achievement of short and medium-long term business targets. Performance is the main driver that guides the remuneration choices for our people.

ALIGNMENT WITH MARKET BEST PRACTICES

Our Policy is assessed in the light of market best practices, through continuous monitoring of Italian and international trends.

CONTRIBUTION TO GROUP SUSTAINABILITY

Our Policy promotes sustainable business success by linking the Group’s economic and financial performance to sustainability (ESG) goals.

POINT OF VIEW OF SHAREHOLDERS AND INVESTORS

Our Policy is the result of a continuous dialog with our shareholders, with a view to constantly improving the content and level of disclosure consistent with the guidelines of the main institutional investors and proxy advisors.

PEOPLE EMPOWERMENT

Our Policy is designed to attract, motivate and retain key resources, recognizing the quality and effectiveness of the individual contribution and promoting diversity and equal opportunity in the management of human resources.

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

The remuneration of the CEO and General Manager is presented to the Board of Directors by the Remuneration and Appointments Committee and is aligned to our medium-long term strategy, as well as to market trends and wage levels in benchmark sectors.
CEO and General manager's PAY MIX

Target Pay-Mix

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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

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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.

Chief officers' Pay mix

Target Pay-Mix

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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)

executive vice presidents' pay mix

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

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Type: PDF
Size: 3.1 MB
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