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CORPORATE GOVERNANCE
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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
FIXED REMUNERATION
Chairman & CEO – Dominique Louis
Dominique Louis receives an annual amount of fixed remuneration for
his role as Chairman of Assystem’s Board of Directors, which is set
by the Board of Directors based on recommendations issued by the
Nominations and Remuneration Committee. This fixed remuneration
totals €50,000, unchanged since 2014. He does not receive any
specific remuneration for his duties as Chief Executive Officer.
For the purposes of completeness, it should be noted that:
(i)
HDL, represented by Dominique Louis, receives gross annual
remuneration of €200,000 in its capacity as Chair of HDL
Development;
(ii)
On 1 April 2014, HDL and HDL Development signed a services
agreement under which HDL undertook to provide services to
HDL Development involving strategy definition, management,
organisation and oversight for the Assystem Group. This agreement
was amended on 1 October 2014 and 29 April 2015.
HDL’s fixed remuneration under the agreement has been set at
€348,000 for 2017.
If a new Chairman & CEO were to be appointed or if these two
positions were to be separated and a new Chief Executive Officer
or Chairman of the Board of Directors appointed, the remuneration
principles described below in relation to the CFO & Deputy CEO would
apply temporarily until a new remuneration policy was approved by the
shareholders in accordance with the applicable legislation.
CFO & Deputy CEO – Philippe Chevallier
At its meeting on 7 March 2017, the Board of Directors decided that
Philippe Chevallier’s fixed remuneration for his role as CFO & Deputy
CEO would remain unchanged at a gross annual amount of €315,000.
If one or more new Deputy CEOs were to be appointed the principles
applicable to the CFO & Deputy CEO would apply for determining
their remuneration policy, although the amount could vary depending on
the profile, experience and level of responsibility of the new executive
officer.
VARIABLE REMUNERATION
Chairman & CEO – Dominique Louis
Dominique Louis does not receive any variable remuneration for his
role as Chairman of the Board of Directors or Chief Executive Officer.
For the purposes of completeness, it should be noted that on 1 April
2014, HDL and HDL Development signed a services agreement under
which HDL undertook to provide services to HDL Development involving
strategy definition, management, organisation and oversight for the
Assystem Group. This agreement provides for the payment of variable
remuneration for 2017 representing up to €817,800, based on (i)
Assystem’s consolidated EBITA (75% weighting) and (ii) Assystem’s free
cash flow (25% weighting). The amount payable based on each of
these criteria will be determined by linear interpolation between a floor
(
i.e.
the level below which the criterion is deemed not to have been
met) and a cap (
i.e.
the level at which the criterion is deemed to have
been fully met), it being specified that:
●
EBITA corresponds to operating profit before share-based payment
expense (free shares/performance shares and stock options),
acquisition costs, capital gains and losses arising on business
divestments, and non-recurring items (
i.e.
income and expenses
related to unusual, atypical and infrequent events);
●
free cash flow corresponds to net cash generated from operating
activities less capital expenditure, net of disposals and excluding
cash generated by discontinued operations.
Based on the recommendation of the Nominations and Remuneration
Committee, at its 7 March 2017 meeting the Board considered that these
were appropriate criteria for assessing the Company’s performance.
EBITA is a key indicator of the Group’s profitability as it can be used to
assess operating performance without taking into account the effect of
non-recurring events or the financing methods chosen by the Company.
Free cash flow measures Assystem’s capacity to transform its operating
profitability into cash generation. In addition, both EBITA and free
cash flow are criteria that are familiar to and tracked by analysts and
investors.
The floors and caps set for each of the criteria cannot be disclosed as
they are strategically and financially sensitive.
CFO & Deputy CEO – Philippe Chevallier
Philippe Chevallier receives annual gross variable remuneration of up
to €300,000, depending on the achievement of objectives set each
year. His variable remuneration for 2017 is based on (i) Assystem’s
consolidated EBITA (75% weighting) and (ii) Assystem’s free cash flow
(25% weighting). The amount payable based on each of these criteria
will be determined by linear interpolation between a floor (
i.e.
the
level below which the criterion is deemed not to have been met) and a
cap (
i.e.
the level at which the criterion is deemed to have been fully
met). The definitions of EBITA and free cash flow are provided above.
The Board of Directors has decided that if a new executive officer were
to be appointed, these same principles would apply to the variable
remuneration of the person concerned. If the new executive officer
were appointed during the second half of a given year, the Board of
Directors may assess his or her performance on a discretionary basis.
LONG-TERM AND EXCEPTIONAL REMUNERATION
None of Assystem’s executive officers receive any remuneration classified
as “long-term”, such as performance shares.
In certain highly specific circumstances and in accordance with the
principles set out in the AFEP-MEDEF Code, the Board may grant
exceptional remuneration to any current or newly-appointed executive
ASSYSTEM
REGISTRATION DOCUMENT
2016
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