Bff Bank Spa · MIL:BFF
Bff Bank Spa — BFF Banking Group — Shareholder Meeting (March 2023)
27 slides from Bff Bank Spa's shareholder meeting presentation, March 2023
Slide 1: Pre-AGM Roadshow – 2023 Remuneration Policy
Pre-AGM Roadshow 2023 Remuneration Policy March 2023 bff.com
Slide 2: Executive summary
Executive summary Dialogue ▪ Extensive engagement with relevant stakeholders to gather feedback and align to best practices. Slide 2 General • Pay-for-performance, diversity, retention and consistency with long-term vision. Slide 3 Principles What is new? ▪ Enhanced ex ante and ex post disclosure, a
Slide 3: Dialogue with Investors and Proxy Advisors
Dialogue with Investors and Proxy Advisors ▪ In continuity with previous years, in 2022 the Company conducted an extensive engagement activities with institutional investors and proxy advisors supported by the IR and the Group HR & Organizational Development functions as well as the members of the R
Slide 4: Our Principles
Our Principles BFF’s Remuneration Policy is based on the following principles: Guarantee neutrality with respect to any sort of diversity* Be consistent with business objectives, governance and overall sustainability BFF Human capital development and performance through a fair and Remuneration effec
Slide 5: Remuneration Framework: What is new?
Remuneration Framework: What is new? How our remuneration framework will improve if approved by the AGM 1 GCEO’s STI: Multiple ESG performance criteria 5 GCEO Pay Mix New ESG metrics in addition to Customer Satisfaction: (i) BFF Graphic disclosure of the ratio between base salary and variable Founda
Slide 6: Responsiveness and alignment with best practices – CEO Pay
Responsiveness and alignment with best practices – CEO Pay ▪ New ESG KPIs for the STI and increased disclosure on vesting thresholds. Severance now not triggered in case of change in regulation. Topic 2021 2022 2023 • Multiple performance criteria in addition to EBTDA RA Single metric ✓ ✓ • ESG perf
Slide 7: Responsiveness and alignment with best practices – Disclosure
Responsiveness and alignment with best practices – Disclosure ▪ Implementation of gender neutrality principles in the incentive system of the CEO. New disclosure on Pay Mix, Pay-for-Performance and Materiality. Topic 2021 2022 2023 • Gender Neutrality × ✓ ✓ Principles NEW • Gender Pay Gap in the GCE
Slide 8: CEO's STI Scorecard and Pay Mix
CEO’s STI Scorecard and Pay Mix Functioning: CEO annual bonus scorecard CEO Pay Mix ▪ Gate criteria KPIs Minimum Requirement Liquidity Coverage Ratio LCR (LCR) > o = risk tolerance (as per RAF) Total Capital Ratio (TCR) > o = risk tolerance (as per RAF) EBTDA RA >o Max. EBTDA RA / Target EBTDA RA >
Slide 9: Performance Evaluation – CEO's STI Functioning
CEO’s STI Functioning CEO annual bonus is subject to significant deferral, as follows: ▪ The up-front portion, which is paid following the approval of the Group's financial statements, is 40%, while the remaining 60% is deferred in equal annual instalments over 5 financial years, beginning 12 months
Slide 10: Peer Group and Pay for Performance
Peer Group and Pay for Performance The remuneration benchmarking developed with the support of an independent external consultant shows a high correlation between pay and performance. Peer BFF Panel Peer Peer ROE 2020-2021 Parameters for Peer Banca Popolare di Sondrio Peer selection Peer Banco BPM P
Slide 11: APPENDIX 1 – LTI and Other Employees' Remuneration
1 APPENDIX 1 – LTI and Other Employees’ Remuneration bff.com 10
Slide 12: 2022-24 LTI (1/3)
Slide from 2022-24 LTI (1/3) 2022 Remuneration Framework ▪ Max Award: 200% of fixed remuneration in aggregate with other variable remuneration. LTI ▪ Recipients: The Plan is reserved for employees and executive directors of the Company, GCEO included. ▪ Dilution: The Plan consists of three tranches
Slide 13: 2022-24 LTI (2/3)
Slide from 2022-24 LTI (2/3) 2022 Remuneration Framework ▪ Gate criteria: based on the Look Back Period(1) (i) individual performance criteria as per STI (MBO) and (ii) BFF’s performance as follows: KPI DESCRIPTION > risk tolerance approved by the Board of Directors, and defined within the RAF Liqui
Slide 14: 2022-24 LTI (3/3)
Slide from 2022-24 LTI (3/3) 2022 Remuneration Framework ▪ Vesting conditions: 3 years of vesting, overall 6-year deferral period for Risk Takers (3 years for Non-Risk Takers) running from the date of granting of the Options, 1-year lock-up period running from the end of the deferral period. Tranche
Slide 15: Other Employees' Remuneration
Other Employees’ Remuneration COMPONENT DESCRIPTION Fixed Remuneration is related to the experience and professional skills of the people working in the company Model of Group Performance FIXED and is also based on the roles held. Management Principles: Fairness, Competitiveness, Market benchmarks,
Slide 16: APPENDIX 2 – FY 2022 Results
2 APPENDIX 2 – FY 2022 RESULTS bff.com 15
Slide 17: BFF in 2022, even more: "A bank like no other"
BFF in 2022, even more: “A bank like no other” Slide from FY 2022 Results Presentation What 2022 will be remembered for... ...and how BFF dealt with 2022 ▪ War in Ukraine and energy shock ▪ ROE: 32% ▪ Fastest increase of interest rates of the last ▪ TCR: 22.3% and CET1: 16.9% decades ▪ Loan book at
Slide 18: One-off Capital step-up and higher 2023 projected Net Income
One-off Capital step-up and higher 2023 projected Net Income Slide from FY 2022 Results Presentation ▪ A From 31-Dec-22: i. “Recovery cost” rights accounted on an accrual basis (previously cash accounted) with a 50% A €100m positive capital one-off(1) at recovery rate; YE22 ii. LPIs accounted at 50%
Slide 19: Best-in-Class capital ratios and 2022 dividends
Best-in-Class capital ratios. €201m of excess capital, €146m of 2022 dividends, €77.5m to be paid in Apr-23 Slide from FY 2022 Results Presentation ▪ Total Capital ratio at 22.3% and CET1 ratio at 16.9% with ▪ FY22 dividends at €146.0m, including €68.5m of interim €201m of capital in excess of 15.0%
Slide 20: APPENDIX 3 – Double Materiality and ESG
3 APPENDIX 3 – DOUBLE MATERIALITY AND ESG bff.com 19
Slide 21: Double Materiality
Double Materiality ▪ Attention to sustainability is considered a key and strategic element for the medium-long term development of the Group ▪ BFF aims at raising awareness among its Personnel of a corporate culture that is increasingly inclusive, sustainable and attentive to attracting, developing
Slide 22: Upgraded ESG scores from leading ESG Rating companies
Upgraded ESG scores from leading ESG Rating companies ▪ On the 19th of September 2022, Sustainalytics moved the ESG rating of BFF from “Medium Risk” to “Low Risk”. ▪ On the 6th of February 2023, MSCI upgraded the ESG rating of BFF from “BBB” to “AA”. MSCI places BFF Bank on excellence levels for gov
Slide 23: APPENDIX 4 – Shareholdings
4 APPENDIX 4 – SHAREHOLDINGS bff.com 22
Slide 24: A true Public Company with Management owning c. 5.9%
A true Public Company with Management owning c. 5.9% Slide from FY 2022 Results Presentation Treasury Shares Management 0.3% 5.9% Free Float 93.8% Total Number of shares as of 31/12/2022: 185,545,952 bff.com 23
Slide 25: Disclaimer
Disclaimer This presentation may contain written and oral Presentation are provided as at the date of any offer or solicitation to purchase or "forward-looking statements", which includes hereof and are subject to change without subscribe for securities in the United States or all statements that do
Slide 26: Contacts
Contacts Investor Relations, Strategy and M&A BFF Bank S.p.A. Via Domenichino, 5 - 20149 Milan – Italy T +39 02 49905 631 M +39 335 1295008 investor.relations@bff.com bff.com ______________ bff.com 25
Slide 27: BFF
2 BFF a bank like no other®