2014 Registration Document and Annual Financial Report - page 133

3
Corporate GOVERNANCE
Interests and compensation
Compensation payable to Sven Boinet
Sven Boinet’s
annual fixed compensation
for 2014 corresponded
to €200,000 for his executive officer’s position and €400,000 under
his employment contract for his salaried position.
At its meeting on December 12, 2014 the Board of Directors decided
that these two amounts would remain unchanged for 2015.
For 2014, the Board decided that Mr. Boinet’s
variable compensation
would represent between 0% and 150% of an annual reference
amount of €600,000, 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’s total 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
one qualitative objective, corresponding to the management of
the Group’s transformation process (particularly the performance
of the HotelServices/HotelInvest organization and employee
relations) (30% weighting).
The achievement rate of each of these objectives triggers the
payment of between 0%and 150%of the amount allocated to them.
Given the date on which he took up his position as Deputy Chief
Executive Officer, Sven Boinet’s variable compensation for 2014
covers the 13 months from December 2, 2013 to December 31,
2014. Following an assessment of the degree to which his objectives
had been achieved, at its meeting on February 17, 2015 the Board
set Mr. Boinet’s variable compensation for 2014 at a gross amount
of €711,978, breaking down as:
ƒƒ
€419,478 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);
ƒƒ
€292,500 for the qualitative objective, which was 150% met.
Consequently, Mr. Boinet’s total variable compensation for 2014
represented 109.5% of the applicable reference amount (calculated
on a 13-month basis).
On December 12, 2014 the Board decided that Mr. Boinet’s
variable
compensation for 2015
will represent between 0% and 150% of
an annual reference amount – unchanged from the previous year –
of €600,000, 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
one qualitative objective, corresponding to the management of
the Group’s transformation process (particularly the performance
of the HotelServices/HotelInvest organization, employee relations
and management culture) (30% weighting).
Termination benefits
Compensation payable to Sébastien Bazin
in the event of loss of office as Chairman
and Chief Executive Officer
At its meeting on December 16, 2013, the Board of Directors
decided that the
compensation payable
to Sébastien Bazin
in
the event of loss of office
would be equal to twice the aggregate
amount of his fixed and variable compensation due for the fiscal
year preceding that of the loss of office. This termination benefit
would only be payable if (i) the applicable performance criteria are
met, and (ii) his departure is involuntary,
i.e.
if Mr. Bazin’s term
of office as Chairman and Chief Executive Officer is terminated
(except in the event of gross or willful misconduct) or if he is not
re-elected as a director. It would not be payable if Mr. Bazin resigns
or decides not to stand for re-election as a director, if he moves to
a new position within the Group, or if he would be able to claim
his full-rate pension within a short period of time.
The performance criteria applicable to the termination benefit are
as follows:
ƒƒ
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;
ƒƒ
operating free cash flow must have been positive in at least two
of the previous three years;
ƒƒ
like-for-like EBITDAR margin must have exceeded 27.5% in at
least two of the previous three years.
The amount of the termination benefit would be as follows:
ƒƒ
if all three criteria are met, the benefit would be payable in full;
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if at least two of the three criteria are met, half of the benefit
would be payable;
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if none or only one of the three criteria is met, no benefit would
be due.
Compensation payable to Sven Boinet in the event
of loss of office as Deputy Chief Executive Officer
On February 19, 2014, the Board of Directors decided that the
compensation payable
to Mr. Boinet
in the event of loss
of
office
would amount to €600,000, plus the amount of variable
compensation due to him for the fiscal year preceding that of the
loss of office, and less any termination benefit due for the termination
of his employment contract.This termination benefit would only be
payable if (i) the applicable performance criteria are met, and (ii) his
departure is involuntary,
i.e.
if Mr. Boinet’s term of office as Deputy
Chief Executive Officer were terminated (except in the event of
gross or willful misconduct). It would not be payable if Mr. Boinet
resigns or moves to a new position within the Group, or if he would
be able to claim his full-rate pension within a short period of time.
Registration Document 2014
131
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