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REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
262
Performance conditions for grants made in 2010 and 2011
(i) Nature of performance conditions and quantifiable objectives for
each performance criterion
•
growth in the Group's sales (on a consolidated and like-for-
like basis, i.e. excluding changes in scope and exchange rates)
(“CA”); and
•
growth in free cash flow (on a consolidated and like-for-like basis,
i.e. excluding changes in scope and exchange rates) (“FCF”).
The performance conditions are calculated for the first two years
of the vesting period based on the following objectives:
•
for grants approved in 2010: first and second year of the vesting
period (2010 and 2011), average annual growth of 5% in CA and
10% in FCF over the period; and
•
for grants approved in 2011: first and second year of the vesting
period (2011 and 2012), average annual growth of 5% in CA and
10% in FCF over the period.
(ii) Weighting of each performance criterion
The achievement of each of these two criteria (subject to the re-
quirement of continuous employment at the Group) determines the
definitive grant of half of the Group performance shares granted to
the beneficiary. Accordingly, and in all cases subject to a requirement
of continuous employment at the Group:
•
for beneficiarieswho are corporate officers or ExecutiveCommittee
members: the definitive grant of half of the shares will be subject
to achievement of the performance condition related to FCF, and
the definitive grant of the other half will be subject to achievement
of the performance condition related to CA; and
•
for the other beneficiaries: the definitive grant of shares repre-
senting a maximum of one-third of the grants will not be subject
to a performance condition (see hereafter); the definitive grant of
the remainder of the shares granted will be subject to achieve-
ment of the performance condition related to FCF for the first
half, and achievement of the performance condition related to
CA for the second half.
(iii) Exceptions to the application of performance conditions
Part of the Group performance shares granted pursuant to the
resolution approved in 2010 could be made without performance
conditions within the following limits:
•
the grantees could only be Group employees, excluding corporate
officers and Executive Committee members;
•
these shares could not represent more than 25% of the total
number of shares eligible to be granted pursuant to this au-
thorization; and
•
these shares could not represent more than 33% of the total
number of shares granted for each respective employee.
(iv) Review of achievement of performance conditions
The Board of Directors on February 14, 2012 noted the achievement
of the performance conditions of the 2010 Group performance share
plan, i.e. for the 2010 and 2011 fiscal years: average annual growth
in consolidated sales of 7.3% and growth in free cash flow of 14.3%.
The Board of Directors on February 18, 2013 noted the achievement
of the performance conditions of the 2011 Group performance share
plan, i.e. for the 2011 and 2012 fiscal years: average annual growth
in sales of 6.6% and growth in free cash flow of 11.7%.