2013 Registration document and annual financial report - page 163

Registration Document 2013
161
Corporate Governance
3
Statutory Auditors’ special report on related‑party agreements and commitments
b) Type of agreement and purpose:
Inclusion of Denis Hennequin in the “top-hat” supplementary pension plan set up for
Accor senior executives
Terms and conditions:
The Board of Directors had previously authorized Mr. Hennequin to be included in the supplementary pension plan, whose members
comprise several dozen Accor senior executives.
Under the terms of this overall plan –which consists of both a defined contribution plan and a defined benefit plan – as Mr. Hennequin
left the Group before his retirement, he only retained the rights accrued under the defined contribution plan (based on annual employer
contributions of up to 5% of five times the annual cap on the basis for calculating social security contributions) and forfeited the rights
accrued under the defined benefit plan.
The Company did not make any payments under this plan for Denis Hennequin in 2013.
c)
Type of agreement and purpose:
Private unemployment insurance plan.
Terms and conditions:
The Board of Directors had previously authorized the Company to set up a private insurance plan with Association pour la Garantie
Sociale des Chefs et Dirigeants d’Entreprise (GSC) that would provide Mr. Hennequin with unemployment benefits should the need
arise. This insurance coverage took effect after an unbroken 12 months of participation in the plan, i.e. as from December 1, 2011,
with unemployment benefits payable for a period of 24 months as from the 31st unbroken day of unemployment. The benefits are
based on Mr. Hennequin’s net taxable professional-source income for the previous year, capped at €237,006 for 2013.
Premiums paid to GSC by the Company on M. Hennequin’s behalf in 2013 amounted to €5,409.
3. WithYann Caillère
Type of agreement and purpose:
Termination benefit payable to Yann Caillère, Deputy Chief Executive Officer from August 25, 2010
through April 23, 2013, and subsequently Chief Executive Officer until August 25, 2013.
Terms and conditions:
When Yann Caillere was appointed Deputy Chief Executive Officer, the Board of Directors authorized an addendum to his employment
contract, which was approved at the May 30, 2011 Annual Shareholders’ Meeting. In the addendum it was specifically agreed that
the total benefits payable to Mr. Caillere for loss of office or termination of his contract would be capped at twice his total annual
compensation. In addition, the payment of any termination benefit would be subject to the same performance criteria as those
applicable to Denis Hennequin.
In accordance with the provisions of the addendum and based on the Board of Directors’ assessment on December 16, 2013 that
the applicable performance conditions had been met, the Company paid Yann Caillère a termination benefit of €1,940,400, including
€200,000 in salary due for the period from August 28 through December 31, 2013.
B. Agreements and commitments approved in prior years but not implemented in 2013
We were also informed of the following agreements and commitments that were approved by shareholders in prior years but were not
implemented during 2013:
1. With Edenred
Type of agreement and purpose:
Signature of a tax-related agreement between Edenred and Accor.
Persons concerned:
Virginie Morgon, Patrick Sayer (until March 6, 2013), Thomas Barrack (until April 25, 2013), Sébastien Bazin (until October 2, 2013),
Jean-Paul Bailly, Philippe Citerne and Bertrand Meheut, directors of both Accor and Edenred.
Terms and conditions:
The Italian tax authorities notified an Accor subsidiary and several Edenred subsidiaries of a €27.4 million reassessment of registration
fees due on transactions carried out as part of the reorganization of Accor’s Services division in Italy prior to the demerger. Accor and
Edenred are contesting the reassessments before the Italian courts and have signed an agreement to equally share the associated risks
and costs of the proceedings between the two groups.
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