2020 Annual Financial Report

Chapter 3 : Governance and compensation

Table – Items of compensation paid or awarded in 2020 to Arthur Sadoun, Chairman 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

Fixed compensation

Fixed compensation

Amounts paid in respect of the past financial year

850,000

Fixed compensation

Amounts awarded in respect of the past financial year or accounting valuation

1,000,000

Fixed compensation

Presentation

Proportion of fixed compensation: 37.78%

The previous Shareholders’ Meeting approved the compensation of Arthur Sadoun, set at euro 1,000,000, while being informed of Arthur Sadoun’s decision to waive 30% of his fixed compensation for a period of six months from April 2020, which resulted in the payment of annual compensation of euro 850,000 for the 2020 financial year. The rules for determining the fixed compensation of the Chairman of the Management Board can be found in Section 3.2.1.5 of this document.

Annual variable compensation

Annual variable compensation

Amounts paid in respect of the past financial year

1,400,000

Annual variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

2,000,000

Annual variable compensation

Presentation

Proportion of variable compensation: 62.22%

Variable compensation to be paid in 2021 for financial year 2020:

After assessing the performance for each of the criteria indicated below and in accordance with the compensation policy adopted by the previous Shareholders’ Meeting during the 2020 financial year, the Supervisory Board set the variable part of Arthur Sadoun’s compensation at euro 2,000,000 gross, the payment of which will be subject to the approval of the Annual General Shareholders’ Meeting of May 26, 2021 in its sixteenth resolution in accordance with article L. 22-10-34, II of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below.

Multi-year variable compensation

Multi-year variable compensation

Amounts paid in respect of the past financial year

-

Multi-year variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Multi-year variable compensation

Presentation

N/A

Exceptional compensation

Exceptional compensation

Amounts paid in respect of the past financial year

-

Exceptional compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Exceptional compensation

Presentation

N/A

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Amounts paid in respect of the past financial year

N/A

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Amounts awarded in respect of the past financial year or accounting valuation

865,800

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Presentation

This amount is the maximum annual valuation in the consolidated financial statements of performance shares awarded to Arthur Sadoun in 2019 under the LTIP 2019-2021 Directoire performance share plan as described in Section 3.2.1.4. In 2019, it was decided to grant him 60,000 shares subject to continued presence and performance conditions covering the period 2019-2021 (i.e. 20,000 shares subject to continued presence and performance conditions per year)(1).

Other benefits

Other benefits

Amounts paid in respect of the past financial year

-

Other benefits

Amounts awarded in respect of the past financial year or accounting valuation

-

Other benefits

Presentation

N/A

Indemnities when taking or leaving a function

Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

-

Indemnities when taking or leaving a function

Amounts awarded in respect of the past financial year or accounting valuation

-

Indemnities when taking or leaving a function

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.5 of this document that may be paid to Arthur Sadoun equates to one year’s total gross compensation (fixed part and variable part paid) calculated on the average of the last 24 months of compensation, subject to performance conditions, i.e. an estimated amount of euro 2,325,000.

Non-compete agreement

Non-compete agreement

Amounts paid in respect of the past financial year

-

Non-compete agreement

Amounts awarded in respect of the past financial year or accounting valuation

-

Non-compete agreement

Presentation

No sum was awarded with respect to the past financial year. The non-compete payment described in Section 3.2.1.5 that may be paid to Arthur Sadoun is equivalent to two years of total gross compensation (fixed part and target variable part) calculated on the average of the last 24 months of compensation, i.e. an estimated amount of euro 6,000,000 (non-cumulative with a severance payment).

Supplementary pension plan

Supplementary pension plan

Amounts paid in respect of the past financial year

-

Supplementary pension plan

Amounts awarded in respect of the past financial year or accounting valuation

-

Supplementary pension plan

Presentation

N/A

Collective health and welfare insurance plans

Collective health and welfare insurance plans

Amounts paid in respect of the past financial year

4,653

Collective health and welfare insurance plans

Amounts awarded in respect of the past financial year or accounting valuation

4,653

Collective health and welfare insurance plans

Presentation

This is the employer’s contribution to the collective health 
and welfare insurance plans

Employment contract

Employment contract

Amounts paid in respect of the past financial year

No

Employment contract

Amounts awarded in respect of the past financial year or accounting valuation

No

Employment contract

Presentation

N/A

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Amounts paid in respect of the past financial year

-

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Amounts awarded in respect of the past financial year or accounting valuation

-

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Presentation

N/A

(1) In accordance with the Company’s usual practice, performance share plans that are awarded every three years are broken down in thirds over the three years in which the performance is assessed.