2013 Registration document and annual financial report - page 148

Registration Document 2013
146
Corporate Governance
3
Interests and Compensation
Based on the overall gross amount of €575,000 in directors’ fees approved by shareholders at the Annual Meeting on May 30, 2011, the
Board allocated a total gross amount of €549,184 to its members in accordance with its amended Bylaws. The following table shows a
breakdown of directors’ fees paid to the Board’s members in 2012 and 2013.
Table 4: Directors fees and other compensation paid to non-Executive Directors
Board of
Directors
(in euros)
Due for the year
Paid during the year
2012
2013
2012
2013
Fixed
portion
Variable
portion
Fixed
portion
Variable
portion
Fixed
portion
Variable
portion
Fixed
portion
Variable
portion
Mr. Bailly
30,000
32,745 23,413
51,120 30,000
27,500 30,000
32,745
Mr. J. Barrack
21,000
17,901
7,117
5,942 21,000
6,000 21,000
17,901
Mr. Bazin
(1)
27,000
27,588 10,517
22,582 27,000
25,200 27,000
27,588
Mr. Citerne
69,000
42,056 38,014
37,033 69,000
37,100 69,000
42,056
Ms. Erra
21,000
24,803 15,259
33,285 20,000
18,400 20,000
24,803
Ms. Gasperment
21,000
22,921 18,247
43,990 20,000
22,000 20,000
22,921
Mr. Hennequin
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Ms. Knobloch
N/A
N/A 10,075
21,195
N/A
N/A
N/A
N/A
Mr. Meheut
27,000
27,588 19,935
33,967 27,000
20,500 27,000
27,588
Ms. Morgon
24,000
32,470 15,946
35,637 24,000
27,900 24,000
32,470
Mr. Moussalem
N/A
N/A 10,918
24,414
N/A
N/A
N/A
N/A
Mr. Riboud
21,000
9,118
N/A
N/A 21,000
13,000 21,000
9,118
Mr. Sayer
27,000
25,706 22,191
48,387 27,000
29,200 27,000
25,706
(1) In his capacity as a director of Accor until August 27, 2013, when he was appointed Chairman and Chief Executive Officer.
3.5.2. DIRECTORS’ AND EMPLOYEES’ INTERESTS
Accor regularly sets up stock-based incentive plans for executives,
as well as for senior andmiddlemanagers. The terms and conditions
of the plans are determined by the Board of Directors, which then
gives the Chairman and Chief Executive Officer the necessary
powers to carry out the grants. In accordance with the AFEP/
MEDEF Corporate Governance Code, the 2013 plans were set
up at the same period as in previous years, except for the stock
option plan issued for Mr. Bazin at the time of his appointment as
Chairman and Chief Executive Officer.
Stock option plans
Stock option plans set up in 2013
On September 26, 2013, Accor set up a plan comprising 40,000
performance stock options granted to Mr. Bazin, Chairman and
Chief Executive Officer. The exercise price was set at €30.13,
corresponding to the average opening Accor share price over the
twenty trading days preceding the grant date, without any discount:
The applicable performance condition is based on Accor’s total
shareholder return (TSR) compared with the TSR of eight other
international hotel groups (Marriott, Starwood, Choice, Hyatt,
Whitbread, Intercontinental Hotels, NH Hoteles and Sol Melia). For
further details, please refer to note 25, page 240 to the consolidated
financial statements.
The stock options have an eight-year life and are exercisable as
from the fifth year provided that the grantee is still a member of
the Group on the first day of the exercise period.
In accordance with Article L. 225-186-1 of the French Commercial
Code, the Company has a discretionary profit-sharing plan that
covers at least 90% of all employees in its subsidiaries in France.
Proportion of options vesting on fulfillment of
performance conditions
Each year, the Board of Directors places on record the degree of
fulfillment of the performance conditions applicable under the
performance stock option plans set up for executive officers and
other members of the Executive Committee.
At its meeting on February 19, 2014, the Board of Directors placed
on record that for the performance stock option plans outstanding
in 2013 the following proportions of the options granted could
vest, based on the extent to which the applicable performance
conditions had been met:
ƒƒ
0% under the April 2, 2010 plan;
ƒƒ
12.5% under the April 4, 2011 plan;
ƒƒ
0% under the March 27, 2012 plan.
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