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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
2.2.2.3.2 PHILIPPE CHEVALLIER
At its 9 March 2016 meeting, the Board unanimously decided, effective
1 January 2016, to modify the components of Philippe Chevallier’s
remuneration for his duties as CFO & Deputy CEO. Following these
changes, his overall remuneration now corresponds to:
●
gross annual fixed remuneration of €315,000;
●
gross annual variable remuneration of up to €300,000 depending
on the achievement of objectives set each year.
Philippe Chevallier’s variable compensation for 2016 was 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.
The variable remuneration due to Philippe Chevallier for 2016 amounted
to €300,000.
Also at its 9 March 2016 meeting, the Board agreed that if Philippe
Chevallier’s term of office as CFO & Deputy CEO were to be terminated
at the Company’s initiative before the Annual General Meeting to
be held to approve the parent company and consolidated financial
statements for 2019, he would be entitled to a termination benefit of
€500,000. Payment of this termination benefit would, however, be
subject to the following conditions:
●
Philippe Chevallier must not have committed gross negligence or
wilful misconduct within the meaning of the provisions of labour law
and employment-related case law;
●
the following performance criteria set at Group level must have been
met: (i) 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,
and (ii) average ROCE (after tax) must amount to least 6% for the last
three financial years preceding his departure.
In compliance with Articles L. 225-42-1 and L. 225-40 of the French
Commercial Code, this termination benefit was approved by the
Company’s shareholders at the Annual General Meeting held on
24 May 2016.
No stock options or performance shares were awarded to Philippe
Chevallier in 2016.
TABLE 1 – SUMMARY OF REMUNERATION DUE AND STOCK OPTIONS AND PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE OFFICER
Dominique Louis
Chairman & Chief Executive Officer
2015
2016
Remuneration paid for the year (detailed in table 2)
€253,600
€253,600
Valuation of multi-year variable remuneration granted during the year
None
None
Valuation of stock options granted during the year (detailed in table 4)
None
None
Valuation of performance shares awarded during the year (detailed in table 6)
None
None
Total
€253,600
€253,600
Philippe Chevallier
CFO & Deputy CEO since 5 June 2015
2015
2016
Remuneration paid for the year (detailed in table 2)
€296,855
€571,196
Valuation of multi-year variable remuneration granted during the year
None
None
Valuation of stock options granted during the year (detailed in table 4)
None
None
Valuation of performance shares awarded during the year (detailed in table 6)
None
None
Total
€296,855
€571,196
TABLE 2 – SUMMARY OF THE REMUNERATION OF EACH EXECUTIVE DIRECTOR
Dominique Louis
Chairman & Chief Executive Officer
Amounts for 2015
Amounts for 2016
Due
Paid
Due
Paid
Fixed remuneration
(paid by (i) HDL Development in respect of HDL’s role as Chair of HDL
Development and (ii) Assystem in respect of Dominique Louis’ role as
Chairman of the Board of Directors of Assystem)
€250,000
€250,000
€250,000
€250,000
Variable remuneration
None
None
None
None
Exceptional remuneration
None
None
None
None
Directors’ fees
None
None
None
None
Benefits in kind
€3,600
€3,600
€3,600
€3,600
Total
€253,600
€253,600
€253,600
€253,600
ASSYSTEM
REGISTRATION DOCUMENT
2016
31