2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 168 CONSOLIDATED FINANCIAL STATEMENTS 4 Notes to the consolidated financial statements 5.6 EXECUTIVE COMPENSATION 5.6.1 Compensation paid to the Chairman and Chief Executive Officer and the Executive Vice Presidents 5.6.1.1 Compensation of the Chairman and Chief Executive Officer Until May 26, 2016, Jacques d’Armand de Chateauvieux, in his capacity as Chairman of the Board of Directors, received no direct compensation from BOURBON Corporation other than Directors’ fees. On May 26, 2016, the General Meeting of Shareholders re-elected Jacques d’Armand de Chateauvieux to the Board. At a Board meeting held the same day, the Company’s Directors re-elected him as Chairman and resolved to combine the roles of Chairman of the Board of Directors and Chief Executive Officer of the Company and to appoint him as Chairman and Chief Executive Officer of BOURBON Corporation SA. For the 2017 financial year At itsmeeting onMarch 13, 2017, theBoard of Directors of BOURBON Corporation, on the proposal of the Nominating, Compensation and Governance Committee, decided that the components of Jacques d’Armand de Chateauvieux’s compensation in respect of the 2017 fiscal year would be as follows: 3 a fixed annual salary of €144,000; 3 variable compensation, entirely linked to the Company’s performance, corresponding to 1% of surplus net income (group share) for the year in question and limited to a maximum of €500,000; 3 Directors’ fees paid by BOURBON Corporation. With respect to variable compensation, the Board of Directors did not follow the recommendation of the AFEP-MEDEF Code, which provides that variable compensation must be subject to the achievement of specific objectives, but instead granted variable compensation with terms similar to the compensation terms of the other shareholders (that is to say, a percentage of net income where it is positive). This decision was based on the fact that the objectives set for the two other corporate officers, linked to quantitative and qualitative performance criteria, cannot apply to the Chairman and CEO, who is the Company’s principal shareholder. Jacques d’Armand de Chateauvieux has no other commitments from the Company. At its meeting on March 14, 2018, the Board, after approving the Company’s financial statements, noted that net income (group share) was negative. Therefore, no variable compensation will be paid to Jacques d’Armand de Chateauvieux for fiscal year 2017. 5.6.1.2 Compensation of the ExecutiveVice Presidents The compensation paid to Executive Vice Presidents has a fixed component and a component which is variable annually. Some years they are also allocated stock options or stock purchase options linked to performance. For the variable portion, several years ago the Board of Directors defined a calculation procedure based on fixed compensation; variable compensation can reach 50% of fixed compensation if the objectives are achieved, and up to 70% if the objectives are exceeded. The objectives are reviewed and voted on each year by the Board of Directors upon the proposal of the Nominating, Compensation, and Governance Committee, and aligned in part with the objectives of the Group’s key executives as well as with the objectives relating to the Group’s strategic priorities. The degree to which each objective must be achieved is precise and progressive, but is not made public for reasons of confidentiality. The Executive Vice Presidents in office at December 31, 2017 are also allocated unemployment insurance for senior executives. Gael Bodénès is provided with a company car and Astrid de Lancrau de Bréon with company accommodation. For the 2017 financial year On the basis of the objectives defined at the meeting of March 13, 2017, the Board of Directors, having heard the opinion of themembers of the Nominating, Compensation, and Governance Committee, which examined the extent to which the various performance criteria had been achieved and analyzed the personal contribution of each of the Executive Vice Presidents, and after deliberations, fixed the variable compensation to be paid for fiscal year 2017, subject to the approval of the Shareholders’ Meeting of May 30, 2018. 3 ACHIEVEMENT OF OBJECTIVES FOR FISCAL YEAR 2017 Target % % granted Economic parameters: 40% 0% - Target for EBITDA excl. capital gains 20% Not achieved - Objective for Days Sales Outstanding (DSO) 20% Not achieved Operational parameters/HSE: 40% 28% - Target for average fleet utilization rate 20% Not achieved - Target for Group TRIR 20% Achieved Personal contribution: 20% 20% TOTAL 100% 48%
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