The Management Board member, bound by an employment contract in England, already benefits from the pension plan set up by the Groupe in the United Kingdom for executives of his level.
The Groupe set up a Collective Pension Savings Plan (PERECO) on October 19, 2021 and, from January 1, 2022, a Mandatory Pension Savings Plan (PER O). These common law mechanisms are automatically open, subject to conditions, to all Groupe employees. The members of the Management Board in France, with employment contracts and who depend on the French social security system, may benefit from these regimes under the same conditions as employees in France.
Management Board members may benefit from collective health and welfare insurance plans based on applicable local regulations.
Private insurance coverage under the French plan was offered to the members of the Management Board who cannot benefit from the compulsory unemployment insurance for employees.
With the exception of the Chairman of the Management Board, the members of the Management Board may have an employment contract with a company of the Groupe.
The members of the Management Board may be entitled to severance payment in case of imposed departure, granted in accordance with current law and the Afep-Medef Corporate Governance Code. In accordance with said code, the cumulative amount of the severance payment and non-compete compensation may not exceed twenty-four months of total compensation (annual fixed and variable compensation).
Detailed elements of severance payments are explained in Section 3.2.1.5 for the Chairman of the Management Board and Sections 3.2.1.6 to 3.2.1.8 for the other members of the Management Board.
The members of the Management Board may be bound by a non-compete agreement and, in consideration, benefit from non-compete compensation in accordance with current legislation and the Afep-Medef Corporate Governance Code. The Supervisory Board reserves the right to forgo this commitment. In accordance with said code, the cumulative amount of the severance payment and non-compete compensation may not exceed twenty-four months of total compensation (annual fixed and variable compensation). It should also be recalled that, in accordance with article R. 22-10-18, III of the French Commercial Code, the payment does not apply when the interested party is retiring.
Management Board members may be entitled to benefits based on local regulations and compensation practices, such as the use of a Groupe company car.
Where a member of the Management Board has been hired from outside the Groupe, the Supervisory Board may decide to compensate, in whole or in part, for benefits forgone on leaving previous employment.
Detailed quantified elements of the compensation policy are explained in Section 3.2.1.5 for the Chairman of the Management Board and in Sections 3.2.1.6 to 3.2.1.8 for the other members of the Management Board.
If a new Management Board is appointed or a new member joins the Management Board, the above compensation policy applicable to Management Board members is applicable to them. The Supervisory Board will nevertheless be authorized to temporarily decide on certain adjustments to take into account, in particular, the profile or experience of the new member(s). The Supervisory Board will decide, on the opinion of the Compensation Committee, to the extent required by the situation and only on the points of the compensation policy in force that would prove to be obviously unsuitable for the situation of the newly appointed executive.
In addition to the possible derogation provided for in paragraph 2 of Article L. 22-10-26 III of the French Commercial Code and to ensure that the application of the compensation policy reflects both the performance of the Chairman and the members of the Management Board as well as the Groupe, the Supervisory Board, upon the recommendation of the Compensation Committee, may take into account, if applicable, certain unpredictable and specific circumstances that may affect the assessment of the performance of the Chairman and the members of the Management Board, such as, for example, a substantial change to the Groupe's scope or the missions entrusted to a top executive, a major event affecting the markets or structural changes affecting our industry.
In this context and on an exceptional basis, the Supervisory Board reserves the right to decide on a specific and discretionary adjustment to the performance criteria (weighting, trigger thresholds, targets, objectives, etc.) attached to the annual variable compensation, both upwards and downwards, and within the limit of the ceiling set for these components in the compensation policy. It is stipulated that the Supervisory Board shall take into account in its assessment, the actual performance of the Chairman or the members of the Management Board concerned, in view of the favorable or unfavorable impact on the Groupe’s overall performance, the relative positioning of the Groupe compared to its competitors and the payments made to shareholders and employees over the period.
In the assumption that the Supervisory Board uses this adjustment clause, it will communicate all useful information on the proposed adjustment. This information would also be included in the corporate governance report that will be presented to the General Shareholders’ Meeting.
