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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

officers. The payment of any such exceptional remuneration would be

subject to shareholder approval, as required under Article L. 225-100

of the French Commercial Code.

DIRECTORS’ FEES

None of Assystem’s executive officers receive any directors’ fees.

REMUNERATION RELATED TO THE TERMINATION OF EXECUTIVE OFFICERS’

DUTIES

Non-competition indemnity.

None of the Company’s executive officers are entitled to an indemnity

under a non-competition clause.

Termination benefit.

Dominique Louis

Dominique Louis would not be entitled to any termination benefit in the

event of a forced departure from the Company.

Philippe Chevallier

On 9 March 2016, the Board agreed that if, for any reason, Philippe

Chevallier’s term of office as CFO & Deputy CEO were to be terminated

by the Company before the Annual General Meeting to be held in 2020

to approve the 2019 financial statements, then he would be entitled

to a termination benefit of €500,000. The Board felt that this benefit

was appropriate in view of the nature of Philippe Chevallier’s office.

Payment of this termination benefit would, however, be subject to the

following conditions:

the Statutory Auditors must have signed off on the consolidated

financial statements, without any reservations and within the legally

prescribed timeframe, throughout Philippe Chevallier’s term of office;

average ROCE (after tax) must amount to at least 6% for the three

financial years preceding his departure.

The termination benefit would not be payable in the event of gross

negligence or wilful misconduct.

EMPLOYMENT CONTRACT

None of Assystem’s executive officers have an employment contract.

Philippe Chevallier’s employment contract was terminated on 5 June

2015 when he took up his position as CFO & Deputy CEO.

BENEFITS IN KIND

In accordance with the overall remuneration policy applicable to

executive officers, Dominique Louis and Philippe Chevallier have the

use of a company car, which corresponds to a benefit in kind.

Philippe Chevallier is also covered by an unemployment insurance

policy specifically set up for executive officers.

SUPPLEMENTARY PENSION PLAN

None of the executive officers are covered by a supplementary pension

plan in connection with their office.

2.2.2.3

Structure of the remuneration and benefits

of executive officers for 2016 (AFEP-MEDEF

say on pay vote)

The Company’s remuneration policy for its executive officers is regularly

adapted in line with market practices for listed companies. The general

principles applied when determining executive officers’ remuneration

packages were established in accordance with the November 2016

revised version of the AFEP-MEDEF Code and are reviewed annually

by the Board of Directors based on the recommendations of the

Nominations and Remuneration Committee.

The structure of the remuneration packages of Dominique Louis,

Chairman & CEO, and Philippe Chevallier, CFO & Deputy CEO,

will be presented to shareholders for approval at the 16 May 2017

Annual General Meeting, in accordance with Article 26 of the AFEP-

MEDEF Code.

2.2.2.3.1 DOMINIQUE LOUIS

Following the formation of HDL Development and its successful takeover

bid for Assystem shares, two related party agreements were signed:

on 1 April 2014, HDL and HDL Development signed a services

agreement in relation to HDL’s remuneration as Chair of HDL

Development. In 2016, €200,000 was paid to HDL under this

agreement;

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. At its 6 March 2015 meeting,

the Board of Directors authorised the signature of Rider 1 to the

agreement between HDL Development and Assystem concerning the

rebilling of these services (subject to the procedure applicable to

related-party agreements).

The agreement between HDL and HDL Development – which was

amended on 1 October 2014 and 29 April 2015 – provided for

the payment of €348,000 in fixed remuneration to HDL in 2016.

In addition to this fixed remuneration, HDL was entitled to variable

remuneration representing up to €817,800, based on (i) Assystem’s

consolidated EBITA (50% weighting) and (ii) Assystem’s free cash flow

(50% weighting). The amount payable based on each of these criteria

is 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 on page 29

above. In 2016, the variable portion due to HDL under this agreement

amounted to €817,800.

In compliance with Articles L. 225-47 and 225-53 of the French

Commercial Code, at its meeting on 22 May 2014, the Board set

at €50,000 the gross annual remuneration payable to Dominique

Louis in his capacity as Chairman of Assystem’s Board of Directors.

Dominique Louis was paid this sum in 2016, divided into monthly

instalments.

No stock options or performance shares were awarded to Dominique

Louis in 2016.

ASSYSTEM

REGISTRATION DOCUMENT

2016

30