In accordance with article L. 225-100 (III) of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year by means of a separate resolution for each member of the Management Board.
The General Shareholders’ Meeting of May 27, 2020 will be asked to vote on the items of compensation paid or awarded in respect of the 2019 financial year to Jean-Michel Etienne, member of the Management Board, as set out below. These items comply with the principles and criteria of compensation of Management Board members with respect to the 2019 financial year presented in Chapter 3.2.2.1 of the 2018 Registration Document as approved by the General Shareholders’ Meeting of May 29, 2019 in its seventeenth resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2019 financial year are in line with those paid or awarded in respect of the 2018 financial year.
It should be noted that the fixed, variable and extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting in accordance with the provisions of article L.225-100 (III) paragraph 2 of the French Commercial Code.
These fixed, variable and extraordinary items within the total compensation and benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Jean-Michel Etienne, member of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 27, 2020 in its thirteenth resolution pursuant to article L. 225-100 (III) of the French Commercial Code.
/ Table – Items of compensation paid or awarded in 2019 to Jean-Michel Etienne, member of the Management Board, subject to shareholder approval
Items of compensation subject to approval | Amounts paid in respect of the past financial year | Amounts awarded in respect of the past financial year or accounting valuation | Presentation |
|---|---|---|---|
Items of compensation subject to approval Fixed compensation | Amounts paid in respect of the past financial year 840,000 | Amounts awarded in respect of the past financial year or accounting valuation 840,000 | Presentation Proportion of fixed compensation: 55.56% The rules for determining the fixed compensation of members of the Management Board can be found in Section 3.2.1.4 of this document. |
Items of compensation subject to approval Compensation annual variable | Amounts paid in respect of the past financial year 672,000 | Amounts awarded in respect of the past financial year or accounting valuation 672,000 | Presentation Proportion of variable compensation: 44.44% Variable compensation to be paid in 2020 for financial year 2019: After reviewing the performance achieved for each of the criteria indicated below during the 2019 financial year, the Supervisory Board set the variable part of Jean-Michel Etienne’s compensation at 672,000 euros gross, the payment of which will be submitted to the General Shareholders’ Meeting of May 27, 2020 in its thirteenth resolution pursuant to article L. 225‑100 III of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below. |
Items of compensation subject to approval Multi-year variable compensation | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Exceptional compensation | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Stock options, performance shares or any other long-term benefit (warrants, etc.) | Amounts paid in respect of the past financial year N/A | Amounts awarded in respect of the past financial year or accounting valuation 577,200 | Presentation This amount represents the maximum annual valuation in the consolidated financial statements of the performance shares awarded in 2019 to Jean-Michel Etienne under the LTIP 2019-2021 Directoire performance shares plan described in Section 3.2.1.4. It was decided to award him 40,000 shares subject to continued presence and performance conditions covering the period 2019-2021 (i.e. 13,333 shares subject to continued presence and performance conditions per year). |
Items of compensation subject to approval Other benefits | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Indemnities when taking or leaving a function | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.4 of this document that may be paid to Jean-Michel Etienne equates to 18 months of total gross compensation (fixed and variable compensation paid), i.e. an estimated amount of euro 2,268,000. |
Items of compensation subject to approval Commitment non-compete | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Supplementary pension plan | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Collective health and welfare insurance and systems | Amounts paid in respect of the past financial year 4,528 | Amounts awarded in respect of the past financial year or accounting valuation 4,528 | Presentation This is the employer’s contribution to the collective health and welfare insurance plan. |
Items of compensation subject to approval Compensation by the company(ies) within the scope of consolidation as per L. 233-16 of the French Commercial Code | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation Jean-Michel Etienne continues to benefit from an employment contract with one of the Groupe’s subsidiaries. Jean-Michel Etienne holds other positions in Groupe subsidiaries. Compensation from positions in Groupe companies is excluded by Janus, the code of conduct of Publicis Groupe. Jean-Michel Etienne does not receive any compensation other than that detailed in this document. |
