Remuneration of the Board of Directors

Remuneration for the Directors has been determined by the Shareholders’ Meeting as a fixed amount of 15,000 euro per Director (20,000 euro for the Chairman).

The total remuneration amounts for the executive directors also include a variable portion linked to the economic results achieved by the company (MBO).

The executive directors are also beneficiaries of the Performance Share plan, whose implementation is conditional on the pursuit of specific, annual economic-financial performance objectives. Non-executive directors are not beneficiaries of the Performance Share plan. There are no incentive plans based on stock options.

The table below indicates the remuneration paid to members of the Board of Directors in 2020.

Remuneration paid to directors in 2020

Name and surname	Office	Term of office	Base pay	Compensation for participation in committee	Bonuses and other incentives	Non-monetary benefits	Other compensation	Total	Fair value of equity remuneration	Severance pay (office or employment)
Marina Berlusconi	Chairperson	1 Jan 2020 31 Dec 2020	15,000^a 500,000^b					515,000
Ernesto Mauri	CEO	1 Jan 2020 31 Dec 2020	10,000^a 1,100,000^b		290,000	9,930	350,000^g	1,759,930	577,487	800,000ⁱ
Paolo Ainio	Director	1 Jan 2020 31 Dec 2020	10,000^a					10,000
Pier Silvio Berlusconi	Director	1 Jan 2020 31 Dec 2020	10,000^a					10,000
Elena Biffi	Director	1 Jan 2020 31 Dec 2020	10,000^a	20,000^d 2,000^e				32,000
Francesco Currò	Director	1 Jan 2020 31 Dec 2020	10,000^a					10,000
Alessandro Franzosi	Director	14 May 2020 31 Dec 2020	6,311^a 229,824^c		69,067	4,543	116,667	426,411	91,416
Patrizia Giangualano	Director	1 Jan 2020 31 Dec 2020	10,000^a	20,000^f				30,000
Martina Forneron Mondadori	Director	1 Jan 2020 31 Dec 2020	10,000^a					10,000
Danilo Pellegrino	Director	1 Jan 2020 31 Dec 2020	10,000^a					10,000
Roberto Poli	Director	1 Jan 2020 31 Dec 2020	10,000^a					10,000
Oddone Pozzi	Director	1 Jan 2020 22 Apr 2020	3,087^a 178,682^c			4,579		186,348		700,000ⁱ
Angelo Renoldi	Director	1 Jan 2020 31 Dec 2020	10,000^a	25,000^d 3,000^e 20,000^f			20,000^h	78,000
Mario Resca	Director Chairman of Mondadori Retail S.p.A	1 Jan 2020 31 Dec 2020 1 Jan 2020 31 Dec 2020	10,000^a 120,000^a					10,000 120,000
Cristina Rossello	Director	1 Jan 2020 31 Dec 2020	10,000^a	20,000^d 2,000^e 25,000^f				57,000

KEY
a) emoluments approved by the competent bodies
b) compensation for the performance of key roles
c) base salary and/or fixed employee or associate remuneration
d) Remuneration and appointments committee
e) Related parties committee
f) Internal control and risk management committee
g) non-compete agreement for 2019
h) remuneration as member of the Supervisory and Oversight Body
i) in relation to two-years non-compete agreement, as described in Remuneration report 2020 (section II, head 2b)