Remuneration of management

Under the Mondadori Group’s Remuneration Policy, the remuneration package for executive directors (the Chief Executive Officer and the Chief Financial Officer) and Key Management Personnel is structured to achieve an adequate balance between fixed and variable components in the short and long term, in line with the principles of sustainability, accountability and alignment with shareholders’ interests.

In particular, the Policy sets out the following minimum requirements:

• the fixed component must not exceed 70% of the total remuneration;
• the variable target component must represent at least 30% of the total remuneration, of which:
  – the short-term variable remuneration by target may not exceed 75% of the total variable remuneration;
  – the long-term variable remuneration (LTI) by target may not be less than 25% of the total variable remuneration.

The Remuneration Policy is defined and approved by the Board of Directors on the recommendation of the Remuneration & Appointments Committee. Pursuant to art. 123-ter, paragraphs 3-bis and 6, of lgs.decreee 58/1998, the Shareholders’ Meeting is invited:

• to approve with a binding resolution Section I of the Report on Remuneration Policy and Fees Paid;
• to carry a resolution in favour or not in favour of Section II of the Report on Remuneration Policy and Fees Paid. The resolution is non-binding.

The Policy sets forth principles and guidelines that must be respected in its definition and implementation. This is the responsibility of the following figures:

• the Board of Directors, for the remuneration of Executive Directors and other Directors who have been appointed to key positions,
• the Chief Executive Officer, who is supported by the Department of Human Resources and Organisation, for the remuneration of Key Management Personnel.