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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
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