2014 Registration Document and Annual Financial Report - page 132

Corporate GOVERNANCE
Interests and compensation
3
3.5 INTERESTS AND COMPENSATION
3.5.1 DIRECTORS’ AND OFFICERS’ COMPENSATION
Compensation policy for executive officers
Accor’s compensation policy for its executive officers complies
with the AFEP/MEDEF Code.
As a result, the compensation paid to executive officers is determined
by the Board of Directors based on recommendations put forward
by the Compensation, Appointments and Corporate Governance
Committee, and is benchmarked to compensation practices among
leading French companies.
The compensation packages of executive officers comprise the
following:
ƒƒ
fixed compensation, which takes into account the officer’s
experience and responsibilities as well as market practices;
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annual variable compensation, which is contingent on the officer’s
contribution to Accor’s success, particularly in terms of financial
performance;
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long-term incentive instruments, which are all subject to performance
conditions and are aimed at closely aligning officers’ interests
with those of the Company’s shareholders and encouraging them
to deliver long-term performance.
In accordance with the AFEP/MEDEF Code, as amended in June
2013, these compensation packages will be submitted to an advisory
vote at the next Annual Shareholders’ Meeting and a separate
presentation will be included in the notice of meeting.
Compensation payable to Sébastien Bazin
The Board of Directors set Sébastien Bazin’s
fixed annual
compensation
at €850,000 for 2013 and 2014, and at its meeting
on December 12, 2014, it decided that this amount would remain
unchanged for 2015.
For 2014, the Board decided that Mr. Bazin’s
variable compensation
would represent between 0% and 150% of an annual reference
amount of €1,250,000, based on the achievement of the following
objectives:
ƒƒ
quantitative objectives:
yy
consolidated EBIT in line with the 2014 budget (25%weighting),
yy
free cash flow (excluding acquisitions and disposals), after
change in working capital, in line with the 2014 budget (25%
weighting),
yy
share performance criterion: Accor’sTotal Shareholder Return
(TSR) comparedwith that of eight other international hotel groups
(Marriott, Starwood, Choice, Hyatt,Whitbread, Intercontinental
Hotels, NH Hoteles and Melia) (20% weighting);
ƒƒ
qualitative objectives:
yy
implementation of the strategic roadmap (organizational
performance, employee relations, business strategy and market
perception) (20% weighting),
yy
general assessment by the Board (10% weighting).
The achievement rate of each of these objectives triggers the
payment of between 0%and 150%of the amount allocated to them.
Following an assessment of the degree to which Sébastien Bazin’s
objectives had been achieved, at its meeting on February 17, 2015
the Board set his variable compensation for 2014 at €1,369,188,
breaking down as:
ƒƒ
€806,688 for the three quantitative objectives, which were
72% met overall (0% for the share performance criterion and
non-disclosable for the other two objectives in view of their
confidential nature);
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€562,500 for the qualitative objectives, which were 150% met
overall (150% for the implementation of the strategic roadmap
and 150% for the Board’s general assessment).
Consequently, Mr. Bazin’s total variable compensation for 2014
represented 109.5% of the annual reference amount (and 161%
of his fixed compensation for the year).
On December 12, 2014, the Board decided that Mr. Bazin’s
variable
compensation for 2015
will represent between 0% and 150% of
an annual reference amount – unchanged from the previous year –
of €1,250,000, based on the achievement of the following objectives:
ƒƒ
quantitative objectives:
yy
consolidated EBIT in line with the 2015 budget (25%weighting),
yy
free cash flow (excluding acquisitions and disposals), after
change in working capital, in line with the 2015 budget (25%
weighting),
yy
share performance criterion: Accor’sTSR compared with that
of eight other international hotel groups (Marriott, Starwood,
Choice, Hyatt,Whitbread, Intercontinental Hotels, NH Hoteles
and Melia) (10% weighting);
yy
share performance criterion: Accor’sTSR compared with that
of other CAC 40 companies (10% weighting);
ƒƒ
qualitative objectives:
yy
implementation of the strategic roadmap (organizational
performance, employee relations, business strategy and market
perception) (20% weighting),
yy
general assessment by the Board (10% weighting).
Registration Document 2014
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