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REGISTRATION DOCUMENT 2015
Corporate Governance
6.5 Statutory auditors' special report on related party agreements and commitments
297
6.5 STATUTORY AUDITORS' SPECIAL REPORT ON RELATED PARTY AGREEMENTS
AND COMMITMENTS
To the Shareholders,
In our capacity as Statutory auditors of your company, we hereby
report on certain related party agreements and commitments.
We are required to inform you, on the basis of the information
provided to us, of the terms and conditions as well as the notices
of those agreements and commitments indicated to us, or that we
may have identified in the performance of our engagement, without
commenting as to whether they are beneficial or appropriate or as-
certaining the existence of any such agreements and commitments.
It is your responsibility, in accordance with Article R. 225-31 of the
French commercial code, to evaluate the benefits resulting from
these agreements and commitments prior to their approval.
In addition, we are required, where applicable, to inform you in
accordance with Article R. 225-31 of the French commercial code
concerning the implementation, during the year, of the agreements
and commitments already approved by the shareholders' meeting.
We have performed the due diligence procedures that we deemed
necessary in accordance with the professional guidance issued by
the French Institute of statutory auditors (Compagnie nationale des
commissaires aux comptes) for this type of assignment. These pro-
cedures consisted in verifying that the information provided to us is
consistent with the documentation fromwhich it has been extracted.
1. Agreements and commitments submitted for approval by the Shareholders' Meeting
1.1. Agreements and commitments authorized
during the past fiscal year
We informyou that we have not been advised of any agreement nor any
commitment authorized since the closure of the past fiscal year to be
submitted to the approbation of the Shareholders' General Meeting
in accordance with Article L.225-38 of the French commercial code.
1.2. Agreements and commitments authorized
since the end of the fiscal year
We were informed of the following agreements and commitments,
authorized since the closure of the past fiscal year, which received
prior authorization of your board of directors
.
1.2.1. Renewal without changes of the undertaking
concerning the indemnification conditions
applicable to Mr. Emmanuel Faber, Chief Executive
Officer, in certain cases of termination of his term
of office
Person concerned
Mr. Emmanuel Faber, Chief Executive Officer
Nature, purpose and conditions
At the time of the appointment of Mr. Emmanuel Faber as deputy
general manager, the Board of directors hold on February 13,
2008 unanimously approved, Mr. Emmanuel Faber abstaining, the
principle and terms of his indemnification rights in certain cases
of termination of his term of office.
On February 18, 2013, the Board of directors (excludingMr. Emmanuel
Faber who abstained from voting) unanimously decided, at the
time of renewal of Mr. Emmanuel Faber's term of office subject to
approval by the shareholders' meeting of April 25, 2013, to renew
his rights to indemnity in certain cases of termination of his duties.
These rights to indemnity had been renewed on the same basis
as that set by the Board of directors on February 10, 2010 and
approved by the shareholders' meeting of April 22, 2010, subject
to certain amendments made in order to ensure compliance with
the provisions of the AFEP-MEDEF Code or to make the payment
conditions more restrictive.
On September 2, 2014, in connection with the separation of the
offices of Chairman of the Board of directors and Chief Executive
Officer and Mr. Emmanuel Faber's appointment as Chief Executive
Officer, the Board of directors (excluding Mr. Emmanuel Faber who
abstained from voting) decided that his rights to indemnity should
remain unchanged (as decided by the Board of directors meeting
on February 18, 2013 and approved by your company Shareholders'
meeting of April 25, 2013). These indemnification rights were ap-
proved by the Shareholders' meeting of April 29, 2015.
In the context of the renewal of Mr. Emmanuel Faber's term of
office as Chief Executive Officer, on February 22, 2016, the Board
of directors, acting on the recommendation of the Nomination and
Compensation Committee, voted unanimously (Mr. Emmanuel Faber
abstaining) to keep Mr. Emmanuel Faber's indemnification rights
identical to those approved by the Shareholders' meeting of April
29, 2015. These indemnification rights are subject to the conditions
precedent of (i) their approval
by the Shareholders' meeting of
April 28, 2016, and (ii) the renewal of Mr. Emmanuel Faber's term
of office as Chief Executive Officer following the conclusion of that
Shareholders' meeting.
The indemnification rights maintained by the Board of directors
meeting of February 22, 2016 are described below.
(i) Amount of the Indemnity
Mr. Emmanuel Faber will receive, by way of indemnity (the “Indemnity”)
and subject to performance conditions, an amount equal to twice
his gross annual compensation (including both fixed and variable
compensation) received in respect of his term of office during the
twelve months preceding the date of termination of said duties.
The sum of the amounts of (i) the indemnity provided under your
company's collective agreement applicable to all of your Company
employees (the “Indemnity for Termination of the Employment
Contract”), with the portion of this indemnity that corresponds to
the length of service acquired pursuant to the office being subject
to performance conditions and (ii) the Indemnity must not exceed
twice the gross annual compensation (including both fixed and
variable compensation) received in respect of the term of office
over the last twelve months.
In the event that the amount of the Indemnity and the amount of
the Indemnity for Termination of the Employment Contract exceed
this ceiling of twice the gross annual compensation, and to ensure
strict compliance with this ceiling, the amount actually paid to Mr.
Emmanuel Faber will first be charged to the Indemnity and then,
where applicable, to the portion of the Indemnity for Termination
of the Employment Contract subject to performance conditions
and corresponding to the length of service acquired in respect of
the term of office.