113 / 302
Corporate governance
Compensation and benefits granted to executive officers
Elements of compensation due or paid with respect to the 2015
3.4.5
financial year to the Chairman and Chief Executive Officer and
submitted to consultative vote of the Shareholders’ Meeting on
May 17, 2016
Elements of compensation due
or paid with respect to the last
Amounts
financial year
submitted to vote Comments
Fixed annual
€1,500,000
The fixed compensation is the same since the Board of Directors’ decision dated
compensation
(gross)
January 29, 2012
Variable annual
€2,250,000
For the 2015 financial year, the variable compensation of the Chairman and Chief
compensation
(gross)
Executive Officer is based on the fulfillment of objectives and can vary between 0%
and 165% of his fixed compensation. The performance objectives are based, for
50% of his variable compensation, on achieving financial targets (organic sales and
recurring operating income, these objectives accounting each for half) and, for the
remaining 50%, on the achievement of individual qualitative objectives defined by
the Board of Directors (quality of the Group’s governance and sustainable
development initiatives, these objectives accounting each for half).
During its meeting on March
9, 2016, the Board of Directors has decided, on
recommendation of the Remuneration Committee, to set the variable part of the
Chairman and Chief Executive Officer’s compensation at €2,250,000, the dynamic
growth targets for the Group set by the Board having been achieved.
Long term incentive plan No payment
Under the terms and conditions described in Section 3.4.2 of this chapter, the Board
of Directors put in place a long term cash incentive plan in respect of the financial
years 2014/2015.
During its meeting on March
9, 2016, the Board of Directors has noted, on
recommendation of the Remuneration Committee, that the conditions of the long
term incentive plan have been fulfilled in respect of the financial years 2014/2015
and has set the owed gross amount at €3,252,000 that will be paid in 2017.
Supplementary pension
No payment
The Chairman and Chief Executive Officer benefits from a supplementary pension
plan with defined benefits
plan with defined benefits, as described in article
L.
137-11 of the French social
security code, that has been offered within the Group since 2009 for the benefit of
the Group's executive officers (Chairman and Chief Executive Officer, Deputy Chief
Executive Officers, and some key executive officers).
The modification of the characteristics of this supplementary pension plan which
benefit to the Chairman and Chief Executive Officer has been authorized by the
Board of Directors on June
11, 2015 in accordance with regulated agreements
procedure pursuant to articles L.
225-38
et seq.
of the French commercial code.
These agreements in relation to supplementary pension plan will be submitted for
approval to the Shareholders’ Meeting on May 17, 2016 (fourth resolution).
Termination payment
No payment
The Board of Directors resolved to award the Chairman and Chief Executive Officer a
termination payment under the terms and conditions described in section
3.4.2 of
this chapter and in application of the regulated agreements procedure governed by
article
L.
225-42-1 of the French commercial code. These agreements in relation to
termination payment have been approved by the Shareholders’ Meeting on June
11,
2015 (fifth resolution).
This decision, as well as the decision of the Board of Directors on whether the
conditions have been fulfilled, have to be made public according to the provisions
and deadlines fixed by article R. 225-34-1 of the French commercial code.
Directors’ annual
€51,666.66
The amount is composed of two parts:
As Chairman of the Board of Directors: €10,000
;
●
attendance fees
(gross)
As Director, a fixed part of €35,000 and a variable part of €6,666.66.
●
Benefits in kind
Financial benefit:
Functions car with driver
€3,976 (gross)
2015 REGISTRATION DOCUMENT
113