Universal Registration Document 2022

Groupe Profile

Annual fixed compensation

On March 8, 2023, the Supervisory Board, on the proposal of the Compensation Committee, decided to review the annual fixed compensation of Michel-Alain Proch.

As part of a regular review of the Groupe’s compensation practices in relation to the compensation of CFOs within the CAC 25(1), the Committee relied on the advice and comparative analyses of a specialized firm carried out in June 2022. On the basis of these various elements, the Supervisory Board, on the proposal of the Compensation Committee, decided to increase the compensation of Michel-Alain Proch to 720,000 euros, i.e. an increase of 20%.

The analysis of the fixed compensation of Michel-Alain Proch in comparison with the CAC 25, shows that this increase aligns him with his peers. 

The increase in the annual fixed compensation of Michel-Alain Proch would be effective as of January 1, 2023, subject to the approval of the compensation policy by the General Shareholders’ Meeting of May 31, 2023.

Annual variable compensation

The Supervisory Board, on the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Michel-Alain Proch for the 2023 financial year.

The variable compensation of Michel-Alain Proch, which, if targets are met, may represent up to 100% of his fixed compensation is based on the following for the 2023 financial year:

  • three financial and stock market criteria for 40% of the variable portion, namely organic growth, operating margin and TSR (Total Shareholder Return). To reconcile the terms and conditions of variable compensation for other Groupe executives, the variable compensation for the two criteria relating to organic growth and operating margin, could be increased if the objectives are exceeded, with a cap of 20% on each of these two criteria;
  • four quantifiable individual financial and non-financial criteria, for 60% of the variable part:
    • personal costs: 20%, based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget approved by the Supervisory Board in March 2023,
    • cash flow and debt management: 20% based on the Objective approved by the Supervisory Board in March 2023,
    • the achievement of the G&A objectives (10%), and
    • Corporate Social Responsibility (CSR) for 10%.

If all the criteria are met and the margin and growth objectives are exceeded, the annual variable compensation of Michel-Alain Proch may represent a maximum of 106% of his target annual variable compensation.

All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board.

The Committee assesses, in the finest detail, the performance for each objective and each criteria.

  1. The companies selected for the reference Group (CAC 25) are Air Liquide, Alstom, Bouygues, Capgemini, Carrefour, Danone, Dassault Systèmes,Engie, Essilor Luxottica, Kering, Legrand, L’Oréal, LVMH, Orange, Pernod Ricard, Renault, Safran, Saint Gobain, Sanofi, Schneider Electric,Teleperformance, TotalEnergies, Veolia, Vinci and Vivendi. This panel of companies was defined by excluding financial services, Groupes based abroad, small Groupes, companies where the compensation policy is influenced by the State and companies with specific governance.