2013 Registration document and annual financial report - page 142

Registration Document 2013
140
Corporate Governance
3
Interests and Compensation
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the quality of Mr. Caillère’s management,
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Accor’s TSR compared with that of eight other listed
international hospitality groups.
As was the case for 2012, the Board decided that Mr. Caillère’s
variable compensation for 2013 could range from 0% to 150% of
a gross reference amount of €600,000.
When Mr. Caillère was appointed Chief Executive Officer on
April 23, 2013 as part of the Company’s transitional governance
structure, the Board of Directors decided not to change the
principles or amount of his compensation.
On August 27, 2013, the Board assessed to what extent the
objectives set for 2013 as a whole had been achieved as of that
date. Based on this assessment it set Mr. Caillère’s variable
compensation for 2013 at €386,000, calculated on a proportionate
basis (
i.e.
96.5% of his fixed compensation due for 2013 in his
capacity as President and Chief Operating Officer).
The Board also decided to pay Mr. Caillère an
exceptional bonus
of €400,000 in recognition of the duties he carried out as Chief
Executive Officer within the transitional governance structure
from April 23 through August 27, 2013.
Compensation payable to Mr. Bazin
On August 27, 2013, the Board of Directors appointed Mr. Bazin
as
Chairman and Chief Executive Officer
.
Mr. Bazin’s annual
fixed compensation
was set by the Board at
€850,000 for 2013 and 2014. However, the amount actually paid
for 2013 was calculated proportionately as from the date of his
appointment,
i.e.
August 27.
The Board decided that Mr. Bazin’s
variable compensation
for 2013 could range from 0% to 150% of an annual reference
amount of €1,250,000, depending on the achievement of the
following objectives:
ƒƒ
quantitative objectives:
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EBIT in line with forecasts at end-August (30%),
yy
EBITDAR in line with forecasts at end-August (30%);
ƒƒ
qualitative objectives: successful-take up of his duties as
Chairman and Chief Executive Officer (organizational aspects,
employee relations, business strategy and market perception)
and general assessment by the Board (40%).
Based on the above, and given the extent to which it considered
that these objectives had been met, on February 19, 2014 the
Board of Directors set the gross amount of Mr. Bazin’s variable
compensation for 2013 at €502,778, representing 115.8% of the
reference amount (and 169.6% of his fixed compensation for
2013), as calculated on a proportionate basis.
For 2014, the Board has decided that Mr. Bazin’s variable
compensation will be based on the achievement of the following
objectives:
ƒƒ
quantitative objectives:
yy
consolidated EBIT in line with the budget (25%),
yy
free cash flow, after change in working capital, in line with
the budget (25%),
yy
Accor’s TSR comparedwith that of eight other listed international
hospitality groups (20%);
ƒƒ
quantitative objectives:
yy
implementation of the strategic roadmap (organizational
performance, employee relations, business strategy and
market perception) (20%),
yy
general assessment by the Board (10%).
Compensation payable to Mr. Boinet
On November 26, 2013, the Board of Directors appointedMr. Boinet
as
Deputy Chief Executive Officer
in charge of the Group’s
Transformation, effective December 2, 2013. On the same date,
it also authorized the Company to enter into an employment
contract with Mr. Boinet for him to serve as Director in charge of
Human Resources and Legal.
Mr. Boinet’s annual
fixed compensation
for his position as Deputy
Chief Executive Officer has been set at €200,000, and his salary
under his employment contract has been set at €400,000. For 2013
the amounts paid to Mr. Boinet were calculated proportionately
based on the date of his appointment,
i.e.
December 2, 2013.
The Board also decided that Mr. Boinet will receive
variable
compensation
for his duties as Deputy Chief Executive Officer,
the amount of which could range from 0% to 150% of an annual
reference amount of €600,000 depending on the achievement
of objectives set at the beginning of each year. In view of the
date on which Mr. Boinet took up his position, his first
variable
compensation
will be determined over the 13-month period from
December 2, 2013 through December 31, 2014.
For 2014, the Board has decided that Mr. Boinet’s variable
compensation will be based on the achievement of the following
objectives:
ƒƒ
quantitative objectives:
yy
consolidated EBIT in line with the budget (25%),
yy
free cash flow, after change in working capital, in line with
the budget (25%),
yy
Accor’s TSR comparedwith that of eight other listed international
hospitality groups (20%);
ƒƒ
one qualitative objective, relating to the management of the
Group’s transformation process (performance of theHotelServices/
HotelInvest organization, employee relations) (30%).
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