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Consolidated Financial Report |

DIRECTORS’ REPORT

2014 Annual Report

Prysmian Group

104

neration are performance-related and the variable ones in

particular account for an important percentage of the overall

compensation package offered.

The fixed portion of remuneration is reviewed annually and

revised if necessary to take account of competitiveness

versus market compensation data, internal equity and indi-

vidual performance, all of which in compliance with local reg-

ulations. This meritocratic approach is based on the P3 global

performance appraisal system which is applied uniformly and

consistently throughout the Group.

The executive population and 500 other managers of the

Group participate annually in the MBO (Management by

Objectives) plan under which an annual incentive is paid upon

meeting predetermined Group objectives in line with the pri-

orities identified in the business plan. In 2014 these objectives

(on-off conditions) were represented by the Group's NFP (Net

Financial Position) and EBITDA. The value of the incentive

paid depends on the percentage achieved of the predeter-

mined business and/or functional and/or individual objec-

tives, defined with the aim of aligning individual behaviour

with the organisation's annual strategic objectives. Where

possible, individual sustainability objectives are included. In

some cases, a multiplier is applied to the final value of the

MBO, depending on the P3 performance appraisal. Also taken

into consideration when determining the bonus payable are

the employee's qualitative performance and overall conduct.

The MBO has very strict rules which are communicated clearly

and transparently to all participants.

In a spirit of continuity with the past, and convinced of the

importance of linking executive remuneration to business

short-term as well as long-term results, the Prysmian Group

has started to study a new long-term incentive plan, which

will be submitted for shareholder approval.

Group employee share purchase plan (YES Plan)

The Prysmian Group has also launched the YES Plan (Your

Employee Shares Plan), open to all Group employees. The

Plan was introduced in 28 countries at the end of 2013,

after an intense communication campaign and detailed

presentations. The YES Plan's regulations allow participating

employees to buy Prysmian shares, during specific purchase

windows in 2014, 2015 and 2016, on preferential terms and on

condition that they retain the shares for at least 36 months

from the purchase date. Plan participants can buy Prysmian

shares at a discount, that varies from 1% for the CEO and

Senior Managers, to 15% for executives and 25% for the

remaining workforce, thereby encouraging employee partic-

ipation at every level. Moreover, all participants are given 6

shares as a one-off entry bonus.

The objectives pursued in launching this plan are to increase

employees’ sense of closeness and belonging to the Group

as well as their engagement with and understanding of the

business, in order to converge the long-term interests of

shareholders, customers and employees and to strengthen

the internal perception of Prysmian Group as one, single

company, a real "One Company". In brief, the Group's intent

is to have its employees become stable shareholders, thus

making them owners of a small part of the Group in which

they work.

Plan participation in the launch year confirmed the expecta-

tions: around 5,000 employees, or 32% of the total (of whom

about 55% were BC personnel) signed up to the Plan in 2014,

confirming their great sense of corporate belonging and their

confidence in Prysmian's people and in its future.

Plan participation in certain countries was very high, with for

example, nearly all employees signing up in Romania, about

83% at the headquarters in Milan and 74% in Turkey.

Social and internal relations

The Group maintains constant and positive relations with

employee representatives and trade unions based on

mutual respect and fair discussion, in the belief that, with

due respect for each other's roles, common interests can be

pursued through constructive dialogue.

Employee and trade union representatives therefore operate

freely in compliance with local laws and practices.

During 2014 a number of industrial restructurings in France

and the Netherlands were the subject of discussions with

the unions, leading to agreements for the definition of the

relevant social plans.

Meetings of Prysmian's European Works Council were held in

May and October and were attended by the body's delegate

members. Both meetings were prepared beforehand by the

Select Committee which decided the content in terms of

information about the business, its most significant initia-

tives, and information about the shareholders, with ample

room left for further questions.

For a more detailed understanding of the Prysmian Group's

commitment to human resources, please refer to the 2014

Sustainability Report.