2013 Registration document and annual financial report - page 147

Registration Document 2013
145
Corporate Governance
3
Interests and Compensation
Table 3: Summary of commitments given to executive officers
Executive officer
Employment
contract
(1)
Supplementary
pension
benefits
(2)
Compensation or benefits payable
in the case of appointment
to a new position, termination/
removal from office or transfer
(3)
Non-compete
indemnity
Mr. Hennequin
Chairman and Chief Executive Officer
until April 23, 2013
No
Yes
Yes
No
Mr. Caillère
President and Chief Operating Officer
until April 23, 2013, then Chief Executive
Officer until August 27, 2013
Yes
Yes
Yes
No
Mr. Bazin
Chairman and Chief Executive Officer
since August 27, 2013
No
Yes
Yes
No
Mr. Boinet
Deputy Chief Executive Officer
since December 2, 2013
Yes
Yes
Yes
No
(1) Mr. Caillère’s employment contract was suspended from April 23 through August 27, 2013
(2) See page 142 for details of the supplementary pension plans of which the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer are members.
(3) See page 141 for details of these types of compensation and benefits payable to the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer.
Compensation paid to other senior executives
The total gross compensation and benefits paid in 2013 by the
Group’s French and non-French companies to the members of the
Executive Committee – in its form as at December 31, 2013 and
not including the Chairman and Chief Executive Officer and the
Deputy Chief Executive Officer, whose respective compensation
is described above – amounted to €4,241,000, including aggregate
gross variable compensation of €1,352,000.
Provisions set aside at December 31, 2013 for pensions and other
post-employment benefits payable to senior executives are presented
in note 33 to the consolidated financial statements on page 249.
Directors’ fees
The Board amended the provisions of its Bylaws concerning
the individual allocation of directors’ fees, notably by increasing
the variable portion based on attendance at Board and Committee
meetings.
Consequently:
ƒƒ
the annual amount of directors’ fees shall be divided into an
amount set aside for the Board and an amount set aside for the
Board Committees, as determined by the Board of Directors.
The amount for the Board Committees shall subsequently be
divided equally among the three Committees;
ƒƒ
one-third of the amount set aside for the Board and for each
Committee shall be used to pay the fixed portion of directors’
fees, based on a lump sum determined by the Board and in line
with the number of directors or Committee members concerned;
ƒƒ
two-thirds of the amount set aside for the Board and each
Committee shall be used to pay the variable portion of directors’
fees based on a per-meeting amount set by the Board depending
on the total number of meetings held during the year;
ƒƒ
the Vice-Chairman of the Board of Directors shall receive the
fixed portion of directors’ fees payable to all directors as well
as a fixed portion of a flat amount determined by the Board of
Directors;
ƒƒ
Committee Chairmen shall receive a fixed portion of directors’
fees equal to double the fixed portion payable to Committee
members;
ƒƒ
directors who also hold the position of Chairman and Chief
Executive Officer, Chief Executive Officer or Deputy Chief
Executive Officer shall not receive any directors’ fees;
ƒƒ
directors fees shall be paid no later than three months following
the end of the previous fiscal year.
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