The culture of corporate governance is consolidated in Piazza Affari. The percentage of listed companies that have decided to adhere to the self-regulatory code launched in 2011 is consolidated, stabilizing at 93%, the same percentage as a year ago. "Almost all companies decide to enter the code system, we have reached a maturity of the code in 2011, the data show that that code has been acquired and that it has brought a new philosophy to the dynamics of the boards", commented Carmine Di Noia, deputy general manager of Assonime, the association of Italian joint-stock companies that promotes the annual survey, curated by Massimo Belcredi and Stefano Bozzi, "Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain".
Monitoring indicates, for example, that independent directors continue to increase, rising to 4,1 from 4 in 2014 and 2013 and 3,9 in 2012. In particular, if we focus only on blue chips, 89% of companies of the Ftse Mib adheres to the recommendations of the code regarding the composition of the board with at least 1/3 of independent directors on the board. The composition of the committees also continues to progressively align with the provisions of the Code. At the end of 2011, 40% of those who had a remuneration committee did not comply with the recommendations of the code in their composition. By 2014 this percentage had dropped to 14,4%.
WATCH OUT FOR THE CLAW BACK CLAUSES
Certainly some recommendations of the Code still find a partial application, such as for example the evaluation of the board (board evaluation, the contents of the remuneration policy and the nomination committee. Also because in some cases these are issues related to new requests of the code with the 2014 update. "In 2014 with the malus/claw-back clauses we raised the bar and now also with the new 2015 code we raise the bar again", explained Di Noia during the presentation of the report now in its fifteenth edition.
With regard to the malus and/or claw-back clauses, they refer to the stipulation of "contractual agreements which allow the company to request the return, in whole or in part, of the variable components of the remuneration paid (or to withhold sums subject to deferment ), determined on the basis of data which subsequently proved to be manifestly incorrect". These applications are applied starting from the new remuneration policy approved as from 2015 January XNUMX. "The application of this recommendation - reads the report - is therefore, at the moment, necessarily still partial".
The monitoring found these clauses within the remuneration policies of 33% of the companies. In 56 cases out of 76, the description of the trigger events that can trigger such clauses is provided, with clarifications regarding possible behavior by the managers, the subjective element (malice or gross negligence) and the time horizon in which the clause operates.
BONUS DOWN FOR THE FTSE MIB
DOUBLED IN SMALL CAPS
More generally on the subject of remuneration, the annual report found that the differences with the analysis of the previous year did not report significant differences in terms of total directors' remuneration net of the equity-based component. In other words, if only the cash part is considered (including bonuses and other incentives), the average remuneration of board members stands at 230 euros (229 in 2014). The same dynamics if the analysis is restricted to managing directors only, the average remuneration (always not equity-based) is 843 thousand euros, in line with the 846 thousand euros in the 2014 report.
If the analysis of the remuneration of managing directors is restricted to only those who have also benefited from a stock option plan (spent in the reference year) in addition to the cash portion, the dynamics instead show significant differences. If we look at the FTSE MIB index alone, the average total remuneration package of managing directors decreased to 2.804 thousand euros in 2015 from 4.228 in 2014. The total contribution package, on the other hand, increased for the CEOs of the FTSE Mid Cap and for those of the index Ftse Small Cap.
“On the total figure – Assonime explained – in addition to a significant reduction in stock-based compensation for the Ftse Mib companies, the different trend of the bonuses paid to CEOs also had an impact. In the last three years, bonuses have decreased by 64% for Ftse Mib companies while they have risen by 63% in Mid CAps and even doubled for Small Caps”.
