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REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
269
Other applicable rules
Recognition by the Board of Directors of
fulfillment of this performance condition
The Board of Directors must state whether this second 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.
(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
shares will be definitively granted subject to achievement of the
Performance Condition related to sales growth, 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 growth in the Trading operating margin for fiscal years
2014, 2015 and 2016, fulfillment of this condition will be reviewed in
early 2017 after the closing of the 2016 accounts, it being stipulated
that, at its meeting on February 19, 2015, the Board of Directors
noted that growth in the Trading operating margin in 2014 relative
to 2013, on a like-for-like basis, was -12 basis points.
Concerning growth in sales between 2014 and 2016, fulfillment of
this condition will be determined at the end of the first half of 2017,
after the companies in the Panel have published their sales figures.
Vesting periods
Shareholders' Meeting
authorizing the Group
performance shares
4/22/2010
4/26/2012 4/25/2013 4/29/2014
4/29/2015
Plans
“3+2”
“4+0”
“3+2”
“4+0”
“4+0”
“4+0”
“4+0”
Share vesting period
(a)
3 years
4 years
3 years
4 years
4 years
4 years
4 years
Share retention period
(b)
2 years
–
2 years
–
–
–
–
(a) Shares are delivered to their beneficiaries at the end of the vesting period, after application of the performance and continuous employment conditions.
(b) The retention period begins on the share delivery date and applies only to "3+2" plans whose beneficiaries are subject to the French system of social security
contributions.