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REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
267
(ii) Weighting of each performance criterion
For all beneficiaries, provided that the condition of continuous
employment at the Group is met (see hereafter), two-thirds of the
Group performance shares will be definitively granted subject
to achievement of the performance condition related to CA, and
the remaining third will be granted subject to achievement of the
performance condition related to the Trading operating margin.
(iii) No exceptions to the application of performance conditions
In accordance with best market practices and following discussions
with shareholders, 100% of the Group performance shares granted
under this plan are subject to performance conditions.
(iv) Review of achievement of performance conditions
Concerning the achievement of the Trading operating margin ob-
jectives in 2013 and 2014, the Board of Directors, at its meeting on
February 19, 2014, acknowledged that this objective had not been
achieved for fiscal year 2013. As a result, the share of Group per-
formance shares granted in 2013 subject to the Trading operating
margin performance condition is zero, with an impact of 33% on the
number of Group performance shares delivered to all beneficiaries.
Concerning growth in sales between 2013 and 2015, fulfillment of
this condition will be reviewed at the end of the first half of 2016,
after the companies in the Panel have published their sales figures.
Performance conditions for grants made in 2014
(i) Nature of performance conditions and quantifiable objectives for each performance criterion
(a) Comparison of the average growth in the Group's net sales (“CA”), on a like-for-like basis, with that of a reference panel over a three-year
period, i.e. 2014, 2015 and 2016:
•
if the Group's CA exceeds or is equal to the Median CA of the Panel, the definitive grant will be 100%; and
•
if the Group's CA is less than the Median CA of the Panel, the definitive grant will be 0%, in accordance with the “no payment below
the median” principle.
Definitions
Group CA
Average internal (“organic”) growth in the Group's net sales in fiscal years 2014, 2015
and 2016 (on a consolidated and like-for-like basis, i.e. excluding changes in scope and
exchange rates and excluding changes in applicable accounting principles).
Each Panel member's CA
Average internal (“organic”) growth in the net sales generated by the Panel member
in fiscal years 2014, 2015 and 2016 (on a consolidated and like-for-like basis, i.e.
excluding changes in scope and exchange rates and excluding changes in applicable
accounting principles).
Panel CA
CAs of all Panel members.
Median CA of the Panel
Value of the Panel member's CA that divides the Panel CAs into two equal parts (i.e.
such that there are as many Panel members with a CA exceeding or equal to the Median
as Panel members with a value less than or equal to the Median), it being specified
that, if the Panel members are an even number, the Median CA of the Panel will be
equal to the average of the two middle values of the Panel CAs.
Panel
Eight leading international groups in the food and beverage sector, i.e. Unilever N.V.,
Nestlé S.A., PepsiCo Inc., The Coca-Cola Company, Kraft Foods Group Inc. (which
became The Kraft Heinz Company in 2015), Mondelez International Inc., General Mills
Inc. and Kellogg Company.
Other applicable rules
Ensure the consistency of the calculation method
for the CAs of all Panel members and the CA
of the Group over the entire period under review
Restatements (mainly adjustments for changes in scope and/or exchange rates) may
be made only to the extent strictly necessary to ensure that the method of calculating
the CAs of all Panel members and the Group's CA is consistent over the entire period.
No publication or late publication of audited
accounting or financial data
Of a Panel member:
the Board of Directors may, exceptionally, exclude this Panel
member through a duly justified decision taken at a later date and mentioned in the
Board of Directors' report to the Shareholders' Meeting.
Of several Panel members:
the Board of Directors will make a duly justified decision
at a later date which is mentioned in the Board of Directors' report to the Shareholders'
Meeting, on the basis of the most recent audited financial statements published by the
Panel members and by the Company over the last three completed fiscal years for which
financial statements were published by all the Panel members and by the Company.
Exclusion of a Panel member in case of
acquisition, absorption, dissolution, spin-off,
merger or change in its business
The Board of Directors may, through a duly justified decision taken at a later date and
mentioned in the Board of Directors' report to the Shareholders' Meeting, exclude this
Panel member, provided that it maintains the overall consistency of the peer group.
Recognition by the Board of Directors of
fulfillment of this performance condition
The Board of Directors must state whether this performance condition was met,
through a duly justified decision taken at a later date and mentioned in the Board of
Directors' report to the Shareholders' Meeting, following a recommendation by the
Nomination and Compensation Committee, and based on a report of a financial advisor.