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CORPORATE GOVERNANCE
2
REMUNERATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2016
TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE
2.2
REMUNERATION AND BENEFITS IN KIND ALLOCATED BY THE
COMPANY AND OTHER GROUP ENTITIES IN 2016 TO MEMBERS
OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE
Recommendation of the AFEP-MEDEF Code not applied by Assystem
Explanation
Defined benefit supplementary pension plans should be subject to the condition
that the beneficiary must be an officer or employee of the Company when
he or she claims their pension pursuant to the applicable rules and regulations.
Not applicable.
Hedging instruments for performance shares.
Performance shares whose vesting conditions have been met are allocated
to the beneficiaries out of treasury stock.
2.2.1
REMUNERATION OF MEMBERS
OF THE BOARD OF DIRECTORS
The remuneration of directors takes the form of directors’ fees and is
based on (i) directors’ actual attendance at Board and Committee
meetings and (ii) their level of responsibility.
Following the new governance structure approved by shareholders
at the Annual General Meeting held on 22 May 2014, at its first
meeting on 22 May 2014 the Board of Directors indicated that the rules
previously governing the allocation of attendance fees for Supervisory
Board members would remain unchanged under the Company’s
new governance structure (
i.e.
with a Board of Directors instead of
a Supervisory Board) and specified that only independent directors
would be remunerated. However, at its meeting of 29 April 2015, after
closely studying Salvepar’s situation, the Board authorised Salvepar to
also receive directors’ fees.
At the Annual General Meeting of 24 May 2016, the Company’s
shareholders set the total amount of directors’ fees at €200,000 for
2016.
At its meeting of 7 November 2016, the Board approved the
Nominations and Remuneration Committee’s proposed allocation of
directors’ fees. These fees were paid on 16 November 2016.
A breakdown of the fees paid in 2015 and 2016 to members of the Board of Directors is provided in the following table:
Name
Title
Paid in 2015
for 2015
(in euros)
Paid in 2016
for 2016
(in euros)
Gilbert Lehmann
Director, Chairman of the Audit Committee and member of the Nominations
and Remuneration Committee
63,409
69,231
Miriam Maes
Director, Chair of the Nominations and Remuneration Committee
and member of the Audit Committee
49,318
53,846
Salvepar
Director, member of the Audit Committee and of the Nominations
and Remuneration Committee
42,273
46,154
Vincent Favier
Permanent representative of Salvepar
–
–
Virginie Calmels
Director
–
24,615
Total
155,000
193,846
At its meeting on 7 March 2017, in accordance with Articles 19 and
22 of the November 2016 version of the AFEP-MEDEF Code, the Board
of Directors decided that:
●
all of the Company’s directors – except Dominique Louis and Salvepar
who are already indirect shareholders of Assystem – will be required
to invest a portion of their directors’ fees in Assystem shares over the
next three years until the total amount invested corresponds to 10%
of their annual directors’ fees received;
●
Philippe Chevallier will be required to invest a portion of his annual
remuneration in Assystem shares over the next two years until the total
amount invested corresponds to 10% of his annual remuneration.
2.2.2
REMUNERATION OF THE COMPANY’S
EXECUTIVE OFFICERS
At 31 December 2016, the Company’s executive officers were:
●
Dominique Louis, Chairman & CEO since 22 May 2014;
●
Philippe Chevallier, CFO & Deputy CEO since 5 June 2015.
ASSYSTEM
REGISTRATION DOCUMENT
2016
27