143 / 386
COMPENSATION AND BENEFITS
15
15.1 Compensation of officers and directors
(euros)
AREVA officers and directors
Summary of compensation and benefits for Philippe Knoche
2015
(1)
2016
(1)
Amounts due
(2)
Amounts paid
(3)
due
(2)
Amounts paid
(3)
Fixed compensation
417,060
417,060
420,000
418,589
(4)
Variable compensation
NA
NA
NA
NA
Exceptional compensation
NA
NA
30,000
NA
Attendance fees
NA
NA
NA
NA
Non-cash benefits (company car)
(5)
2,940
3,375
4,416
4,416
TOTAL
420,000
420,435
454,416
423,005
(1) Compensation due for the year, regardless of payment date or employment status of Mr. Philipp Knoche.
(2) Compensation due for the year, regardless of payment date.
(3) Sum total of compensation paid during the year, including that paid for the previous year.
(4) Excess payments of 976 euros for 2014 and of 435 euros for 2015 were equalized.
(5) Non-cash benefits are not included in the cap of 450,000 euros set by the decree of August 9, 1953.
15.1.1.2.
SEVERANCE AND NON-COMPETITION PAYMENTS
Executive director
Employment contract
Supplemental
retirement benefits
Compensation or benefits due or that may be due in
the event of termination or change in duties, including
payments relative to a non-competition clause
Yes
No
Yes
No
Yes
No
Name: Philippe Knoche
Office: Chief Executive Officer
Date of start of term: January 8, 2015
Date of end of term: 2019 Annual
General Meeting
X
X
X
(1)
(1) Excluding exceptions hereunder.
Severance payments
On the recommendation of the Compensation and Nominating Committee dated
April 23, 2015, the Board of Directors decided at its meeting of April 29, 2015 that
Mr. Philippe Knoche is entitled to a severance payment in a maximum amount
equal to twice the cumulative amount of his annual compensation on the day his
duties terminate.
If Mr. Philippe Knoche (i) wishes to exercise his right to retire shortly after the end
of his term, regardless of the reason, even if constrained to do so, or (ii) occupies
another function within the group, he shall not be entitled to a severance payment.
The above-mentioned severance payment would be paid only in the event of
Mr. Philippe Knoche’s dismissal, in particular in the event of a change of control
or strategy, it being noted that it would not be paid in the event of dismissal for
just cause.
This severance payment is subject to performance conditions, according to the
following terms:
p
the severance payment will be paid automatically if the rate of achievement of
quantitative and qualitative objectives of the last two financial periods exceeded
an average of 60%;
p
if the rate of achievement of quantitative and qualitative objectives for the last two
financial periods was less than an average of 60%, the Board of Directors will
assess the performance of the party concerned with regard to circumstances
affecting the company’s functioning during the financial year.
At its meeting of February 24, 2016 and on the recommendation of the
Compensation and Nominating Committee dated February 16, 2016, the Board
of Directors also decided on said objectives for 2016 as follows:
p
60% are quantitative objectives to be met which are a function of net cash flow,
operating income, progress on the performance plan, commercial objectives
and Safety-Health-Security objectives;
p
40% are qualitative objectives to be met related to the group’s transition and
to the strategic roadmap of New AREVA, to the compliance action plan and to
operational excellence.
The principle of the severance payment’s subordination to the achievement of the
performance criteria was authorized by ministerial decision on May 19, 2015 and
approved by the Combined General Meeting of Shareholders of May 21, 2015.
All severance payments shall first be approved by the Board of Directors in
accordance with article L. 225-42-1, paragraph 5 of the French Commercial Code
and approved by the Minister of the Economy pursuant to the above-mentioned
decree no. 53-707 of August 9, 1953.
2016 AREVA
REFERENCE DOCUMENT
143