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Corporate governance
Compensation and benefits granted to executive officers
2. Methods for determining the reference compensation
6. Methods of financing
The reference compensation is the average of the gross annual
The annuities are paid by an insurance institution to which the
compensation received within the Group over the last three calendar
Company pays premiums according to the financing requirements that
years preceding that in which the person concerned retires.
evolve as the beneficiaries retire and claim their pensions.
This average may not exceed 60 times the annual Social Security
7. Charges and Contributions payable by the Company
ceiling.
The employer pays an annual contribution of 24% on the premiums
paid to the insurance company.
In determining the reference compensation, only the basic gross
annual salary and the annual variable compensation paid are taken For information, the estimated amount of the gross annual annuity at
into consideration, to the exclusion of any other form of compensation,
December 31, 2015 is €439,362.
whether direct or indirect.
Termination payment
3. Rate of accrual of pension rights
The amount of the annual pension supplement is equal to 2.75% of
During its meetings on January 29 and February 8, 2012, the Board of
the reference compensation per year of service, subject to the
Directors put in place a termination payment for the Chairman and
performance conditions being met.
Chief Executive Officer in the event of his departure before 2 April
The annuity thus calculated will be added to any other pensions or
2015.
retirement annuities (Social Security old age pension, compulsory
During its meeting on April 29, 2015, the Board of Directors, on
top-up pension for managers (AGIRC/ARRCO), annuities from
recommendation of the Remuneration Committee, wished to keep the
supplementary company schemes, etc.).
principle of a termination payment.
The number of years of service retained for calculation of the pension
The retention of this termination payment is justified by exceptional
supplement will be that acquired by the Chairman and Chief Executive
performances achieved by the Chairman and Chief Executive Officer,
Officer within the Group in his capacity as employee or executive
the absence of any long term incentive plan for the years 2012 and
officers. It takes into account the whole of his presence within the
2013 as well as the non-competition obligation borne by the Chairman
Group including under non-consecutive contracts.
and Chief Executive Officer in consideration for the termination
4. Fulfilment of performance conditions
payment.
The acquisition of pension rights under this scheme is subject to
On this basis, the Board of Directors considered that all of these
performance conditions.
reasons justify derogation from the recommendations of the
Any given year is only taken into account in determining the amount of
AFEP-MEDEF code excluding (i) the termination payment in the event
the annuity if it corresponds to a year during which the performance of departure not related to a change of strategy or control (ii) and when
conditions were satisfied.
the Chairman and Chief Executive Officer has the possibility of
exercising his right to rapidly claim his pension entitlements. Indeed,
Each year, the Board of Directors determines the performance conditions
these recommendations only concern termination payment and not
applicable that correspond, save exceptions, to satisfaction of at least 80%
non-competition obligations.
of the quantitative performance conditions triggering payment of the
annual variable compensation of the Chairman and Chief Executive Officer.
The Board of Directors noted that the putting in place of this
termination payment has a true benefit for the Company since it
At the end of each year, the Board of Directors checks whether the
means that the Chairman and Chief Executive Officer has an interest in
performance conditions were satisfied during the year. If this is not the
the performance of the Company and since it prevents him from taking
case, the year is not taken into account when calculating the annuity.
up professionally competitive activities for the 18 months following
Moreover, attribution of a pension supplement presupposes that for at
the termination of his duties.
least 2/3 of the years the performance conditions have been validated
Conditions to award the termination payment:
during the Chairman and Chief Executive Officer's period of
employment within the Group.
1. Performance conditions
5. Methods for determining the caps
The award of a termination payment is subject to the performance
The amount of the annuity is subject to a double cap. If this cap is
conditions linked to the fulfilment of quantitative targets (growth in
exceeded, it is reduced accordingly.
sales and recurring operating income) and qualitative targets (CSR).
The cumulated amount of the gross annual annuity and of all the The Chairman and Chief Executive Officer will therefore benefit from a
annuities from supplementary Group retirement schemes cannot
termination payment if, for at least half the financial years of his
exceed 25% of the reference compensation.
mandate as well as for two out of the three years before the
Moreover, the amount of the gross annual annuity cannot exceed the termination of his duties as Chairman and Chief Executive Officer, he
difference between
fulfils all of the quantitative and qualitative targets set by the Board of
Directors for the determination of his long term incentive plan
45% of the reference compensation,
●
(achievement over 100% of the targets). In the absence of a long term
and the gross annual amount of all the basic, compulsory top-up
●
incentive plan for one of the financial years considered, the fulfilment
and supplementary pensions.
of targets fixed by the Board of Directors will be taken into account
solely for the determination of his annual variable compensation.
2015 REGISTRATION DOCUMENT
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