2013 Registration document and annual financial report - page 160

Registration Document 2013
158
Corporate Governance
3
Statutory Auditors’ special report on related‑party agreements and commitments
that Sébastien Bazin could be paid benefits under the plan is currently 12 months, but will be increased to 24 months once he has
been a member of the plan for one year.
The premiums paid by the Company to GSC in 2013 on behalf of Mr. Bazin amounted to €3,899.
2. With Sven Boinet, Deputy Chief Executive Officer
Type of agreement and purpose:
Employment contract
Terms and conditions:
On November 26, 2013, the Board of Directors authorized the Company to enter into an employment contract with Sven Boinet covering
his position as Director of Human Resources and Legal. The contract provides for the payment to Mr. Boinet of a gross annual salary of
€400,000 in twelve equal monthly installments.
Under his employment contract, Sven Boinet will also be eligible for membership of the defined contribution and defined benefit
supplementary pension plans set up within the Company, as described in section A.1.a of the first part of this report.
3. With Denis Hennequin, Chairman and Chief Executive Officer until April 23, 2013
Type of commitment and purpose:
Waiver of a vesting condition for the stock options and performance shares granted
to Denis Hennequin
Terms and conditions:
On April 23, 2013, when Denis Hennequin’s term of office as Chairman and Chief Executive Officer was terminated, the Board of
Directors decided to waive the condition stipulated in the stock option and performance share plans set up for Mr. Hennequin that he
must form part of the Group in order for the options and shares to vest. All of the other terms and conditions of the plans remain effective.
4. WithYann Caillère, Deputy Chief Executive Officer fromAugust 25, 2010 through April 23, 2013 and
subsequently Chief Executive Officer until August 25, 2013
Type of agreement and purpose:
Settlement agreement with Yann Caillère
Terms and conditions:
On December 16, 2013 the Board of Directors authorized a settlement agreement entered into with Yann Caillère following his removal
from office as Deputy Chief Executive Officer and the termination of his employment contract.
This agreement provided for:
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the payment of €386,000 in respect of Mr. Caillère’s variable compensation for 2013, calculated proportionately and based on the
Board of Directors’ assessment of the extent to which the applicable performance objectives had been achieved;
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a €1,940,400 termination benefit, including €200,000 in salary due for the period from August 28 through December 31, 2013 based
on the terms of Mr. Caillère’s employment contract as approved at the May 30, 2011 Annual Shareholders’ Meeting and described in
section A.3) of the second part of this report. The degree to which the related performance conditions had been met was assessed
by the Board of Directors at its December 16, 2013 meeting;
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a €400,000 exceptional bonus in recognition of the duties Mr. Caillère carried out as Chief Executive Officer within the transitional
governance structure from April 23 through August 27, 2013;
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the waiver of the condition stipulated in the stock option and performance share plans set up for Mr. Caillère that he must form part
of the Group in order for the options and shares to vest.
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