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Medtronic adds life-extending dialysis portfolio to recently formed renal care solutions business with acquisition of Bellco

01 February 2016

DUBLIN – February 1, 2016 – Furthering its commitment to improve outcomes, expand therapy access, and optimize costs and efficiencies in end stage renal disease (ESRD), Medtronic plc (NYSE: MDT) today announced it acquired privately-held Bellco, a pioneer in hemodialysis treatment solutions. Bellco’s portfolio bolsters Medtronic’s legacy renal access business and will be a foundational component of the company’s recently formed Renal Care Solutions business. Bellco has created therapies and systems for the treatment of renal failure, multiple organ failure and sepsis. Bellco’s full line of dialyzers and chronic and acute dialysis machines perform dialysis for adult, pediatric and neonatal ESRD patients. For more than 40 years, Bellco has offered advanced blood purification treatments for ESRD patients with chronic and acute kidney injury. The company’s solutions are available in more than 50 countries. “ESRD patients require dialysis for the remainder of their lives, or until a viable kidney transplant becomes available. We believe Medtronic’s Renal Care Solutions can offer better, more accessible and affordable solutions to the growing population of people living with ESRD,” said Ven Manda, president of Renal Care Solutions, Medtronic. “The integration of Bellco’s portfolio of solutions will help further advance Medtronic’s efforts to provide comprehensive care for dialysis patients worldwide.”

Medtronic acquired Bellco, an Italian-based company, from Charme Capital Partners, manager of the pan-European Charme Funds. Terms of the acquisition were not disclosed. “I believe Medtronic is an excellent opportunity for the Bellco team and ESRD patients worldwide. In four years, we created the ideal conditions to attract a global industry leader that is positioned to support Bellco’s long-term growth strategy,“ said Matteo di Montezemolo, founder and managing partner of the Charme Funds.

About End Stage Renal Disease:

The last stage of chronic kidney disease, ESRD is a condition resulting in kidneys that are functioning below what is required to meet the needs of daily life.
When kidneys fail, dialysis – a treatment that simulates key aspects of healthy kidneys – is necessary.
There are approximately three million patients suffering from ESRD worldwide. This number is expected to more than double over the next 10 years.¹
The global dialysis market is greater than $75 billion.²

The formation of the Renal Care Solutions business combined with the Bellco acquisition supports Medtronic's economic value strategy. Partnering with stakeholders in healthcare, Medtronic is better positioned to offer products and services that deliver clinical and economic value to the healthcare system. Medtronic is focused on leading the shift to value-based healthcare, which rewards those who can deliver quality healthcare to more people at the most affordable cost. The Bellco transaction is expected to meet Medtronic's long-term financial metrics for acquisitions. Medtronic expects the net impact from the transaction to be earnings neutral in fiscal year 2016 and neutral to accretive to earnings thereafter. Medtronic will report revenue from Bellco and its Renal Care Solutions business as part of the Minimally Invasive Technologies Group’s Patient Monitoring & Recovery division.

Bellco, headquartered in Mirandola, Italy, is a pioneer in blood purification treatments. It has created therapies and systems for the treatment of renal failure, multiple organ failure and sepsis. Bellco’s full line of dialyzers and chronic and acute dialysis machines perform dialysis for adult, pediatric and neonatal End Stage Renal Disease (ESRD) patients. In 2012, Bellco was added as a portfolio company by Charme Capital Partners to its Charme II fund, which was founded by Luca and Matteo di Montezemolo.

About Medtronic

Medtronic plc (www.medtronic.com), headquartered in Dublin, Ireland, is among the world’s largest medical technology, services and solutions companies – alleviating pain, restoring health and extending life for millions of people around the world. Medtronic employs more than 85,000 people worldwide, serving physicians, hospitals and patients in approximately 160 countries. The company is focused on collaborating with stakeholders around the world to take healthcare Further, Together.

¹ Liyanage T, Ninomiya T, Jha V, et al. Worldwide access to treatment for end-stage kidney disease: a systematic review. Lancet. 2015;385(9981):1975-82.

² Elder M. The Worldwide Market for Dialysis Equipment, Supplies and Services. A Kalorama Information Market Intelligence Report. 2015: 156.

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CHARME CAPITAL PARTNERS LIMITED – REMUNERATION POLICIES AND PRACTICES

1.1 Introduction

As a MIFIDPRU investment firm, we must establish, implement and maintain gender neutral remuneration policy and practices that are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the Firm. Our remuneration policy and practices are gender neutral and do not discriminate employees on the basis of gender or other characteristics.

1.2 Governance

Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it does not have a separate Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Governing Body.

1.3 Performance period

The Firm’s performance period is from 1 January 2023 to 31 December 2023[FB2] [RK3].

The Firm has adopted a Remuneration Policy that complies with the requirements of Chapter 19G of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook.

1.4 Approach to remuneration for employees

The Firm’s remuneration approach is designed to support individual and corporate performance, encourage the sustainable long-term financial health of the business and promote sound risk management for the success of the Firm and to the benefit of its customers, counterparties and the wider market. Our remuneration approach promotes long-term value creation through transparent alignment with the agreed corporate strategy.

The Board believes the Firm’s remuneration structure is appropriate for the business and the industry it operates in and is efficient and cost-effective in delivering its long-term strategy.

Undeserved and excessive remuneration sends a negative message to all stakeholders, including the Firm’s workforce, and causes long term damage to the Firm and its reputation.

1.5 Financial incentives objectives

The objectives of the Firm’s remuneration practices are as follows:

The Firm undertakes to reward all employees fairly, regardless of job function, race, religion, colour, national origin, sex, sexual orientation, marital status, pregnancy, disability or age;
It is the policy of the Firm to operate competitive remuneration policies to attract, retain and motivate an appropriate workforce for the Firm;
The Firm is also committed to ensuring that its remuneration practices encourage high standards of personal and professional conduct, support sound risk management and do not encourage risk taking that exceeds the level of tolerated risk of the Firm, and are aligned with the Firm’s regulatory requirements;
Rewards for all staff will be aligned to financial and non-financial performance criteria and risk profile, and in all cases will be in line with the business strategy, objectives, values, culture and long-term interests of the Firm;
The Firm will not allow any unfair or unjust practices that impact on pay;
The Firm undertakes that it will not award remuneration using vehicles or methods the aim of which is to attempt to avoid application of the relevant FCA’s Remuneration Code.

The Firm uses the following financial incentives:

bonuses;
extra allowances;
salary raises;
wage incentives;
professional development opportunities;

Our financial incentives are designed to:

raise employee satisfaction;
recognise individual performance;
attract and retain talent;
encourage collaborative teamwork; and
motivate staff to achieve Firm-wide objectives.
1.6 Governance

As a SNI, the Firm is not required to establish a Remuneration Committee. Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it has not formed a Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Board.

The Board is responsible for reviewing and approving remuneration, and to ensure remuneration policies across the Firm are consistent with the promotion of effective risk management. [KR5] The Board is responsible for reviewing and approving salary amendments and the Firm’s bonus pool arising from the annual compensation.

The Board meets regularly and is composed of:

Matteo Cordero di Montezemolo
Francisco G. Churtichaga
Julian Huxtable
Massimo Paolo Gentili
Luigi Sala
Tommaso Beolchini
Matteo Facoetti

1.7 Components of remuneration

The Firm makes a clear distinction between the fixed and variable remuneration.

Fixed remuneration primarily reflects a staff member’s professional experience and organisational responsibility as set out in the staff member’s job description and terms of employment; and is permanent, pre-determined, nondiscretionary, non-revocable and not dependent on performance.

Variable remuneration is based on performance and reflects the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment. In exceptional cases, variable remuneration is based on other conditions. Variable remuneration includes discretionary pension benefits.

The Firm will ensure that the fixed and variable components of an individual’s total remuneration are appropriately balanced. In determining this balance, the Firm considers the following factors:

The Firm’s business activities and associated prudential and conduct risks;
The role of the individual in the Firm;
The impact that different categories of staff have on the risk profile of the Firm or of the assets it manages;
No individual must be dependent on variable remuneration to an extent likely to encourage them to take risks outside the risk appetite of the Firm;
It may be appropriate for an individual to receive only fixed remuneration, but not only variable remuneration; and
Variable remuneration must not affect the Firm’s ability to ensure a sound capital base.

When assessing individual performance to determine the amount of variable remuneration to be paid to an individual, the Firm takes into account financial as well as non-financial criteria. Non-financial criteria should:

form a significant part of the performance assessment process;
override financial criteria, where appropriate;
include metrics on conduct, which should make up a substantial portion of the non-financial criteria; and
include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.
1.8 Financial and non-financial performance criteria

The Firm must take into account both financial and non-financial criteria when assessing the individual performance of its staff. This aims not only to discourage inappropriate behaviours but also to incentivise and reward behaviour that promotes positive non-financial outcomes for the Firm.

The Firm uses the following financial performance criteria:

Overall results of the firm;
The business line results;
The individual contribution to financial performance.

The Firm uses the following non-financial performance criteria:

measures relating to building and maintaining positive relationships and outcomes with the Italian Management Company;
performance in line with firm strategy or values, for example by displaying leadership, teamwork or creativity;
adherence to the firm’s risk management and compliance policies;
diversity and inclusion.

The criteria outlined above are used for the assessment of the performance of:

THE FIRM

Financial performance criteria

Overall results of the Firm

Business line results

Non-financial performance criteria

Italian Management Company Satisfaction

INDIVIDUALS

Financial performance criteria

Individual contribution to financial results

Non-financial performance criteria

Performance in line with firm strategy or values

Adherence to the firm’s risk management and compliance policies;

1.9 Total amount of remuneration awarded

Under MIFIDPRU 8.6.8R(2), the Firm must disclose the total amount of remuneration awarded to all staff, split into:

fixed remuneration; and
variable remuneration.

Remuneration type	£
Fixed remuneration	£3,580,462
Variable remuneration	£386,773
Total amount	£ 3,967,235