2013 Registration document and annual financial report - page 161

Registration Document 2013
159
Corporate Governance
3
Statutory Auditors’ special report on related‑party agreements and commitments
B. Agreements and commitments authorized since December 31, 2013
We have been informed of the following agreements and commitments that have been authorized by the Board of Directors since
December 31, 2013.
1. With Institut Paul Bocuse
Type of agreement and purpose:
Agreement providing for a cash advance in the form of a loan
Executive officer concerned and other related party:
Sven Boinet, Deputy Chief Executive Officer of Accor and Accor’s representative on the Board of Directors of Institut Paul Bocuse; and
Gérard Pélisson, Founding Co-Chairman of Accor and Chairman of Institut Paul Bocuse
Terms and conditions:
In its capacity as a member of the non-profit organization, Institut Paul Bocuse, Accor granted a €200,000 cash advance to the organization.
The advance – which was granted for a five-year period and bears interest at 2% per year – was authorized by the Board of Directors
on February 19, 2014.
Through this agreement – whose purpose is to help Institut Paul Bocuse invest in new equipment – Accor will play a part in expanding
the operations, notably outside France, of one of its long-standing partners.
No payments were recorded by the Company in respect of this agreement in 2013.
2. With Sébastien Bazin, Chairman and Chief Executive Officer
Type of agreement and purpose:
Compensation for loss of office payable to Sébastien Bazin as Chairman and Chief Executive Officer
Terms and conditions:
On February 19, 2014, the Board of Directors authorized the Company to enter into an agreement providing for the payment to Mr. Bazin
of a termination benefit as compensation for loss of office in the event that his appointment as Chairman and Chief Executive Officer is
terminated (except in the event of gross or willful misconduct) or his director’s mandate is not renewed. The amount of the termination
benefit would be equal to twice the amount of Mr. Bazin’s total fixed and variable compensation for the fiscal year preceding his loss of
office, and its payment would be subject to the following performance criteria:
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consolidated return on capital employed for the previous three years must have exceeded the Group’s cost of capital as published
in the Registration Documents for those years;
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the Group must have reported positive operating free cash flow in at least two of the previous three years;
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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:
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if all three criteria were met, the compensation would be payable in full;
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if two of the three criteria were met, half of the compensation would be payable.
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if none or only one of the three criteria were met, no compensation would be due.
The agreement authorized by the Board of Directors on February 19, 2014 amends a previous agreement for the same purpose authorized
by the Board on December 16, 2013.
3. With Sven Boinet, Deputy Chief Executive Officer
Type of agreement and purpose:
Compensation for loss of office payable to Sven Boinet as Deputy Chief Executive Officer
Terms and conditions:
On February 19, 2014, the Board of Directors authorized the Company to enter into an agreement providing for the payment to
Mr. Boinet of a termination benefit as compensation for loss of office in the event that his appointment as Deputy Chief Executive
Officer is either terminated or not renewed (except in the event of gross or willful misconduct). The termination benefit due would
amount to (i) €600,000, plus (ii) the amount of any variable compensation paid to him for the fiscal year preceding his loss of office, less
(iii) any termination benefit due for the termination of his employment contract. 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.
Payment of the termination benefit would be subject to the following performance criteria:
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consolidated return on capital employed for the previous three years must have exceeded the Group’s cost of capital as published
in the Registration Documents for those years;
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