Compagnie des Alpes - 2017 Registration Document

5 FINANCIAL INFORMATION

Parent-company financial statements

(b) Severance pay is subject to individual and Group performance criteria. These performance criteria shall be assessed on the date the tenure of corporate office is terminated: z individual performance criteria: shall be met if, averaged over the previous three full fiscal years, the average bonus awarded by the Board to Mr Dominique Marcel exceeds 30% of the maximum bonus; z group performance criteria: shall be met if, averaged over the previous three full fiscal years, and on the basis of the consolidated accounts, the EBITDA margin is at least 20% like for like. The Board may revise these performance criteria whenever a mandate is renewed. (c) The amount of this severance pay shall be twice Mr Dominique Marcel’s basic annual salary. The “basic annual salary” shall be his last gross basic annual salary, including the gross amount of the bonus paid him for the most recent full fiscal year, and excluding the amount of benefits in kind, reimbursements for professional expenses, and any financial instruments and stock options granted during that period. Severance pay shall only be due after the CDA Board of Directors has ascertained that the above criteria have been met. It shall be deemed to include any compensation for unfair dismissal. Inclusion of Dominique Marcel, Chairman-Chief Executive Officer, in a pension plan combining defined contributions and defined benefits The inclusion of Dominique Marcel in a pension plan combining defined contributions and defined benefits was authorised by the Board of Directors on 19 March 2009, and by the Supervisory Board on 30 September 2008. As Chairman-Chief Executive Officer, Dominique Marcel is covered by a Group supplemental pension plan for Group Executive Management. This comprises a defined-benefit plan and a defined-contribution plan. Dominique Marcel has already reached the maximum level of conditional rights under this plan. According to the terms of the pension regulations, the annual pension increases by 1% per year of seniority and is capped at 10% of the reference compensation. However, Dominique Marcel has more than ten years of seniority. Consequently, no increase in the conditional rights under the said pension plan will be granted to Dominique Marcel during the term of his new mandate. In this context, the Board of Directors has decided to recognise the “freezing” of pension rights under the abovementioned plan as of 9 March 2017, by using the compensation granted for the 2015/2016 fiscal year as a reference. The actuarial obligation at 30 September 2017 was €987 thousand. Agreements authorised since the close of the fiscal year We have been informed that the following agreements and commitments were authorised since the close of the past financial year and were subject to the prior authorisation of your Board of Directors. Agency agreement between Compagnie du Mont-Blanc SA (CMB) and Compagnie des Alpes (CDA) including CMB in the Group liability and property damage and business interruption insurance programme. On 19 October 2017, the Board of Directors of Compagnie des Alpes (CDA) granted authority to CDA to negotiate and take out liability and property damage and business interruption insurance in the name and on behalf of CMB and CMBR. Persons concerned: Agnès Pannier-Runacher, Deputy Managing Director of Compagnie des Alpes and director of the public limited company Compagnie du Mont-Blanc (CMB). Justification in terms of benefit for the Company: CDA is not compensated for performing the mandate. However, including CMB in the Group insurance programmes leads to an economy of scale due to higher insurable volume (CMB accounts for around 10% of the total), in terms of capital for the property damage and business interruption insurance and in terms of revenue for the Group liability insurance. Agreements and commitments already approved by the Shareholders’ Meeting Agreements and commitments approved in previous fiscal years a) that continued to be performed during the past fiscal year Pursuant to Article R. 225-30 of the French Commercial Code, we have been informed that the following agreements that had already been approved in previous fiscal years continued to be performed in the reporting period ended. Services agreement with Société du Parc du Futuroscope On 29 October 2015, the Board of Directors of Compagnie des Alpes (CDA) decided to authorise the implementation of a services agreement with the Parc du Futuroscope (“Futuroscope”). CDA, the reference shareholder of Futuroscope, has the structure, experience, organisation and resources that make for its reputed and long- standing expertise in administrative, financial, technical and operational fields. This allows it to offer reliable and efficient support to its subsidiaries in the above-mentioned areas. Futuroscope has stated its desire to avail itself of the assistance and know-how that CDA can provide to optimise its management and the conduct of its business. Futuroscope will be invoiced under the General Assistance Agreement, for a total of €900 thousand for the period from 1 st October of year N to 30 September of year N+1. This amount was calculated to consider the services actually performed by CDA as well as the resources implemented by Futuroscope itself in the areas concerned. This agreement came into effect retroactively on 1 st October 2014.

152

Compagnie des Alpes 2017 Registration Document

Made with FlippingBook - professional solution for displaying marketing and sales documents online