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Corporate governance
Compensation and benefits granted to executive officers
Compensation of the Chairman and Chief Executive Officer
3.4.2
The rules and principles used in determining the compensation and In the event of departure before the expiration of the time period set
other benefits paid to the Chairman and Chief Executive Officer are out for the fulfilment of the performance conditions, the benefit of the
approved by the Board of Directors based on proposal submitted by the long term incentive plan is excluded, except in the case of exceptional
Remuneration Committee.
circumstances set out by the Board of Directors, in compliance with the
provisions of the AFEP-MEDEF corporate governance code.
Annual compensation
It is noted that no bonus shares or stock options were granted within
the Group during the financial years 2012, 2013, 2014 and 2015 and
The Chairman and Chief Executive Officer receives an annual
that the Chairman and Chief Executive Officer did not benefit from any
compensation composed of a fixed part and a variable part. For the long term incentive plan in respect of these financial years.
2015 financial year, the fixed part of the annual compensation of the
Within this context, the Board of Directors put in place a long term
Chairman and Chief Executive Officer was set at a gross level of
cash incentive plan in respect of the financial year 2014/2015 in
€1,500,000.
accordance with the principles set out above.
The annual variable compensation of the Chairman and Chief
During its meeting on March 9, 2016, the Board of Directors has
Executive Officer is based on the fulfillment of objectives and can vary
noted, on recommendation of the Remuneration Committee, that the
between 0% and 165% of his annual fixed compensation, based on
conditions of the long term incentive plan have been fulfilled in respect
the achievement of objectives. The performance objectives are based,
of the financial years 2014/2015 and has set the owed gross amount
for 50% of his variable compensation, on achieving financial targets
at €3 252 000 that will be paid in 2017. The long term incentive plan
(organic sales and recurring operating income, these objectives
in respect of the financial years 2015/2016 will be implemented
accounting each for half) and, for the remaining 50%, on the
under the same conditions.
achievement of individual qualitative objectives defined by the Board
Supplementary pension plan
of Directors (quality of the Group’s governance and sustainable
development initiatives, these objectives accounting each for half).
The expected level of achievement of financial targets used to The Chairman and Chief Executive Officer benefits from a
determine the variable part of the annual compensation is established supplementary pension plan with defined benefits, as described in
precisely but is not disclosed for confidential reasons.
article L.137-11 of the French social security code, that has been
During its meeting on March 9, 2016, the Board of Directors has
offered within the Group since 2009 for the benefit of the Group's
decided to set the annual variable part of the Chairman and Chief
executive officers (Chairman and Chief Executive Officer, Deputy Chief
Executive Officer’s compensation at €2,250,000, the dynamic growth Executive Officers, and some key executive officers).
targets for the Group set by the Board of Directors having been Mr. Georges Plassat's mandate as Chairman and Chief Executive
achieved.
Officer was renewed on June 11, 2015. Therefore, the new provisions
For the 2016 financial year, the Board of Directors has decided to of law No. 2015-990 of August 6, 2015 do not apply to him.
maintain unchanged both the fixed part of his annual compensation,
However, the Board of Directors, during its meeting on June 11, 2015,
at a gross level of €1,500,000, and the structure of the variable part of
on recommendation of the Remuneration Committee, decided to
his annual compensation.
modify the characteristics of the defined benefit supplementary
Long term incentive plan
pension plan such as the conditions for acquisition, by subjecting
them, among other things, to the fulfilment of performance conditions
and eliminating all recognition of years of service not corresponding to
During its meeting on April 29, 2015, the Board of Directors has
actual presence within the Group.
resolved, on recommendation of the Remuneration Committee, that in
The characteristics of the supplementary pension plan with defined
respect of the financial years 2014/2015, 2015/2016, 2016/2017,
benefits currently in force therefore comply with to the requirements of
the Chairman and Chief Executive Officer will benefit from a long term
law No. 2015-990 of August 6, 2015.
incentive plan under the following terms and conditions:
1. Eligibility conditions
the long term incentive plan can only represent up to a maximum of
●
Access to the plan is subject to fulfilment of the following cumulative
45% of the target global remuneration,
conditions:
in order to benefit from the plan, two of the three qualitative
●
performance conditions (CSR) and quantitative performance
Plan beneficiaries must have completed at least 3 years of actual
●
conditions (sales and recurring operating income) set by the Board
and continued service within the Group,
of Directors must be fulfilled for more than 100% for two
They must receive a gross annual compensation of over 18 times
●
consecutive years,
the annual Social Security ceiling for contributions, and
in order to benefit from the plan, Mr. Georges Plassat must remain
●
They must have ended their careers within the Group in accordance
●
Chairman and Chief Executive Officer at the end of the financial
with the provisions of article L.137-11 of the French social security
years set out above.
code.
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2015 REGISTRATION DOCUMENT