Our Approach
2012 results and compensation decisions for top management
For 2012, the Board of Directors of UniCredit has taken into consideration the evaluations of the Remuneration
Committee and the guidelines of the regulatory authorities on variable remuneration. The Board has confirmed
the positive assessment of Top Management performance already expressed by the Remuneration Committee
and stressed the full appreciation for the results achieved in 2012 despite a particularly difficult general
economic situation.
Positive results that led the Group to return to profit, to an adequate capital level, relevant liquidity available and
increased coverage of risk positions, in a framework that emphasizes the sustainability of incentive mechanisms
provided by the remuneration policy of the Group, approved and in force.
The Board has, however, taken note of the statement received from Top Management (CEO, General Manager,
Deputy General Managers, CFO, CRO, Head of Legal & Compliance, Head of Audit and Head of HR) to renounce -
considering the general context - to any recognition of bonus linked to the performance conditions achieved.
2012 Group Incentive System
The 2012 Group Incentive System aims to reward sustainable performance, to motivate and retain UniCredit
Executives, and to align our compensation systems with the latest national and international regulatory
requirements. The plan is designed in line with company strategies and goals, and is linked to UniCredit’s results,
which are adjusted for different types of risks-including capital and liquidity. The plan provides for the allocation
of a performance-related bonus in cash and ordinary shares paid out over a period of up to five years, upon the
application of an overall risk/sustainability factor, related to annual Group profitability, solidity and liquidity
results (Group Gate) as well as a Zero Factor related to future Group profitability, solidity and liquidity results.
The bonus payable to each executive is based on a multi-perspective Performance Screen assessment of
operational and sustainability drivers. The maximum bonus is capped and performance is evaluated against both
internal absolute goals and external relative goals, considering also risk-adjusted indicators. Goals relevant to
each position are assigned from our catalogue of key performance indicators, which covers financial dimensions
(e.g., value creation, profitability, risk management) and non-financial dimensions (e.g., compliance and function
effectiveness, stakeholder value).
The resulting bonus is paid in five installments through a balanced schedule of upfront and deferred payments,
in cash and shares. The first installment of 2012 bonus is being paid in cash in 2013 and is subject to the
application of Group Gate linked to 2012 Group profitability, solidity and liquidity results and in absence of any
individual compliance breach. In 2014, the second installment will be paid in cash, while the 2015 and 2017
installments will be allocated in UniCredit shares. The 2016 installment will be allocated in both cash and
UniCredit shares. Deferred payouts are similarly subject to the application of a Zero Factor that depends on
UniCredit’s profitability, solidity and liquidity results in future years, as well as on the absence of any individual
compliance breach.
6 2012 Sustainability Report · UniCredit