2013 Registration document and annual financial report - page 144

Registration Document 2013
142
Corporate Governance
3
Interests and Compensation
Compensation payable to Mr. Boinet in the event
of loss of office as Deputy Chief Executive Officer
On February 19, 2014, the Board of Directors decided that the
compensation payable to Mr. Boinet in the event of loss of
office would amount to €600,000, plus the amount of variable
compensation due to him for the fiscal year preceding that of
the loss of office, and less any termination benefit due for the
termination of his employment contract. This compensation
would be payable if Mr. Boinet’s term of office as Deputy Chief
Executive Officer were either terminated or not renewed (except
in the event of gross or willful misconduct). In accordance with
the AFEP/MEDEF Code, the compensation would not be due if,
at the date of his departure, Mr. Boinet would be able to claim his
full-rate pension benefit within a short period of time.
The Board decided that the compensation payable to Mr. Boinet
in the event of loss of office as Deputy Chief Executive Officer
would be subject to the following performance criteria:
ƒƒ
consolidated return on capital employed for the previous three
yearsmust have exceeded the Group’s cost of capital as published
in the Registration Documents for those years;
ƒƒ
the Group must have reported positive operating free cash flow
in at least two of the previous three years;
ƒƒ
like-for-like EBITDAR margin must have exceeded 27.5% in at
least two of the previous three years.
These performance criteria would be applied as follows:
ƒƒ
if all three criteria were met, the compensation would be
payable in full;
ƒƒ
if two of the three criteria were met, half of the compensation
would be payable;
ƒƒ
if none or only one of the three criteria weremet, no compensation
would be due.
Supplementary pension benefits
The Chairman and Chief Executive Officer, Deputy Chief Executive
Officer and several dozen other senior executives are members
of a
supplementary pension plan
set up within the Group.
This plan complies with the recommendations contained in the
AFEP/MEDEF Code, as described below.
The overall plan comprises an “Article 83” defined contribution
plan and an “Article 39” defined benefit plan.
For the
defined contribution plan,
participants will receive an
annuity on retirement calculated based on the amount of annual
contributions paid into the plan by the Company. The Company’s
annual contribution corresponds to 5% of the applicable reference
compensation, capped at five times the annual ceiling on the basis
for calculating social security contributions
(1)
. In accordance with
the French Social Security Code, if a participant leaves the Group
before the date of retirement, he or she retains the rights accrued
under this plan.
For the
defined benefit plan,
the annual annuity to which the
Company’s executive officers will be entitled – provided that they
remain with Accor until they retire – will correspond to a percentage
of their reference compensation
(2)
, capped at 60 times the annual
ceiling on the basis for calculating social security contributions. The
applicable percentage will vary between 1% and 3% depending
on the compensation brackets concerned.
To be eligible for a pension under the defined benefit plan, participants
must have been a member of the plan for at least five years or have
served with the Accor Group for at least fifteen years. The pension
paid will be reduced by the amount of the pension payable under
the defined contribution plan referred to above.
The overall replacement rate represented by pension benefits
payable to executive officers under government-sponsored plans
and Accor supplementary pension plans is capped at 35% of the
average of their best three years’ reference compensation in the
ten years prior to retirement.
As the plans include a condition concerning minimum length of
service per year, neither Mr. Hennequin, Mr. Bazin nor Mr. Boinet
accrued any pension rights under the plans during 2013.
Also, in view of the fact that Mr. Hennequin and Mr. Caillère will
not meet the criteria of remaining with Accor until their retirement,
their potential pension benefits under the defined benefit plan
have been cancelled.
Unemployment insurance
A private insurance plan has been set up with
Association pour la
Garantie Sociale des Chefs et Dirigeants d’Entreprise
(GSC) to provide
the Chairman and Chief Executive Officer with unemployment
benefits should the need arise. The benefits under this plan
would be based on net taxable professional-source income for
the previous year, and would be payable as from the 31
st
unbroken
day of unemployment.
For Mr. Hennequin, the maximum length of time that he could be
paid benefits under the plan is 24 months, and the total amount
of benefits is capped at €237,006 (based on the applicable rate
for 2013).
For Mr. Bazin, the maximum length of time that he could be
paid benefits under the plan is currently 12 months, and the total
amount of benefits is capped at €187,740 (based on the applicable
rate for 2014). Once Mr. Bazin has been a member of the plan for
12 months, this maximum length of time will be increased to 24
months and the cap raised to €375,480 (based on the applicable
rate for 2014).
(1) For the defined contribution plan, annual contributions paid by Accor on behalf of executive officers (Mr. Caillère) amounted to €8,517 in 2013.
(2) The reference compensation is defined as total gross fixed and variable compensation plus any exceptional bonus paid during the reference year.
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