2013 Registration document and annual financial report - page 162

Registration Document 2013
160
Corporate Governance
3
Statutory Auditors’ special report on related‑party agreements and commitments
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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.
AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY SHAREHOLDERS
A. Agreements and commitments approved in prior years that were implemented during 2013
Pursuant to Article R.225-30 of the Commercial Code, we have been advised of the following agreements and commitments that were
approved by shareholders in prior years and were implemented during 2013:
1. With Paul Dubrule and Gérard Pélisson, Accor’s Founding Co-Chairmen
Type of agreement and purpose:
Provision of resources.
Terms and conditions:
On January 9, 2006, the Board of Directors authorized the Company to enter into an agreement with Paul Dubrule and Gérard Pélisson to
provide them with an office at the Company’s Paris headquarters, an assistant and a chauffeur for their terms as Founding Co-Chairmen
of the Group, and to reimburse any expenses incurred by them on Company business. This agreement remained in force in 2013. Through
these resources, the Founding Co-Chairmen are able to provide services that support the Group’s international expansion policy.
2. With Denis Hennequin, Chairman and Chief Executive Officer until April 23, 2013
a) Type of agreement and purpose:
Compensation for loss of office payable to Denis Hennequin as Chairman and Chief Executive Officer
Terms and conditions:
When Denis Hennequin was appointed as Chairman and Chief Executive Officer, the Board of Directors decided that if his term of
office were terminated or not renewed (except in the event of gross or willful misconduct or due to retirement) he would be entitled
to a termination benefit as compensation for loss of office. The amount of this termination benefit was set at 24 months’ fixed and
variable compensation for the fiscal year preceding his loss of office, with payment 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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hotel operations must have reported positive free cash flow in at least two of the previous three years;
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Like-for-like EBITDAR margin must have exceeded 25% in at least two of the previous three years.
These performance criteria 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 at least 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.
When Denis Hennequin’s term of office as Chairman and Chief Executive Officer was terminated on April 23, 2013, following the
Board of Directors’ assessment on the same date that the three criteria set out above had been met, the Company paid Mr. Hennequin
€3,586,200 in compensation for loss of office.
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