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132 2014 Registration Document
Comments on 2014 fiscal year
4
Parent company financial review
AGREEMENTS AND COMMITMENTS ALREADY
APPROVED BY THE SHAREHOLDERS’ MEETING
◗
Agreements and commitments approved
during previous years that remained in force
during the past year
In accordance with Article R. 225-30 of the French Commercial Code,
we have been informed that the following agreements and commitments,
already approved by the Shareholders’ Meeting during previous years,
remained in force during the past year.
◗
Lease of future building located in Massy
and owned by the Colony Group
◗
Person concerned:
Sébastien Bazin, company director until January 15, 2014, then Thomas
J. Barrack, company director since January 15, 2014 and manager of
Colony Capital LLC.• Nature and purpose:
At its meeting on October 12, 2010, your Board of Directors authorized
the lease of a future office and commercial building located in Massy and
owned by Colmabu S.A.S., a subsidiary of Colony Europe.
◗
Terms and conditions:
The lease was granted and accepted for a firm term of 12 years and took
effect on the date of completion, scheduled for December 20, 2013. The
annual lease payment, excluding taxes and charges, has been adjusted
based on the actual number of square meters of leasable floor area to
21,379,815.59 euros.
A rent of 8,862,136.15 euros all taxes included was paid to Colmabu
S.A.S. by means of the period from January 1, 2014 to July 4, 2014,
when Colmabu S.A.S. sold the building.
◗
Agreements and commitments approved during
previous years with no effect during the past year
Furthermore, we have been informed that the following agreements and
commitments, already approved by the Shareholders’ Meeting during
previous years, remained in force but had no effect during the past year.
◗
Commitments made by the Company for
the benefit of Mr Georges Plassat, Chief Executive
Officer, in the event that his duties are terminated
◗
Person concerned:
Georges Plassat, Chief Executive Officer (Chief Operating Officer at the
meeting of the Board of Directors held on January 29, 2012).
◗
Nature and purpose:
At its meeting on January 29, 2012, your Board of Directors approved a
severance clause for the benefit of the interested party. At its meetings
on February 8 and March 7, 2012, the Board of Directors approved the
performance conditions under which this severance payment would
be made.
◗
Terms and conditions:
In the event of termination of his appointment, except in cases of non-
renewal, resignation, involuntary or voluntary retirement or removal for
serious misconduct or wrongful act, the Chief Executive Officer will be
entitled to receive, under a settlement involving waiver of recourse on
his part, a settlement payment in an amount equal to one year’s fixed
and variable remuneration, if the termination of the appointment as Chief
Executive Officer occurs before April 2, 2015.
The performance conditions to which this settlement is subject are
as follows: like-for-like sales targets for 2012 and 2013 respectively
achieve at least 98% of like-for-like sales budgeted for 2012 and 2013
and 85% of the recurring operating income targets are achieved or,
alternatively, sales and recurrent operating income achieved in 2012
and 2013 increase by 3% and 10% respectively as compared with
the previous year.
◗
Commitments made by the Company for
the benefit of Mr Georges Plassat, Chief Executive
Officer, concerning the supplemental pension plan
◗
Person concerned:
Georges Plassat, Chief Executive Officer (Chief Operating Officer at the
meeting of the Board of Directors held on January 29, 2012).
◗
Nature and purpose:
On January 29, 2012, your Board of Directors approved Georges
Plassat’s eligibility for the supplemental pension plan.
◗
Terms and conditions:
This top-up defined benefit pension scheme is intended for the Group’s
main executives (Chief Executive Officer and certain key executives)
working in France or as expatriates outside of France for at least three
years, whose gross annual compensation is more than 16 times France’s
social security ceiling.
The scheme’s main features are:
■
a minimum of three years’ actual seniority to benefit from the scheme,
■
benefit paid: 1.5% of benchmark remuneration per year of seniority,
■
recognition of seniority for newly hired persons aged 45 and up (age
45 = 0, age 46 = one year, age 47 = two years etc.), continued rights
to the plan if no new position is taken,
■
the benchmark remuneration is calculated on the average of the last
three annual remunerations (base salary + bonus), capped at 60 times
France’s social security ceiling,
■
maximum replacement rate of 50% of benchmark remuneration (all
schemes combined),
■
recognition of a maximum 20 years’ seniority under the scheme,
■
in case of death, a death benefit for the surviving spouse is provided
at 50% of the beneficiary’s retirement pension.