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COMPENSATION AND BENEFITS
15
15.1 Compensation of officers and directors
(euros)
2015
2016
Board of Directors
Gross
compensation
Attendance
fees
Total gross
compensation
Gross
compensation
Attendance
fees
Total gross
compensation
(a)
(b)
(c = a + b)
(a)
(b)
(c = a + b)
Sophie Boissard
-
99,250
99,250
-
67,750
(1)
67,750
Claude Imauven
-
75,584
75,584
-
77,250
77,250
Philippe Knoche
420,435
-
(2)
420,435
423,005
-
(3)
423,005
Jean-Michel Lang
(4)
44,729
25,000
69,729
36,047
43,750
79,797
Christian Masset
-
34,000
34,000
-
37,750
37,750
Odile Matte
(4)
72,187
37,750
109,937
68,906
41,500
110,406
Denis Morin
-
20,500
20,500
-
25,000
(5)
25,000
Françoise Pieri
44,777
50,500
95,277
44,505
50,500
95,005
Marie-Hélène Sartorius
(6)
NA
NA
NA
-
14,050
14,050
Pascale Sourisse
-
91,000
91,000
-
99,000
99,000
Philippe Varin
120,000
-
(2)
120,000
120,000
-
(3)
120,000
Daniel Verwaerde
(7)
177,272
-
(2)
177,272
291,642
-
(3)
291,642
Alexis Zajdenweber
-
85,917
85,917
-
81,250
81,250
(1) Mrs. Sophie Boissard resigned from her functions on the Board of Directors, effective November 1, 2016.
(2) Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde did not receive attendance fees for their respective terms of office on the Board of Directors in 2015.
(3) Messrs. Philippe Varin, Philippe Knoche and Daniel Verwaerde did not receive attendance fees for their respective terms of office on the Board of Directors in 2016.
(4) At the request of Jean-Michel Lang, Françoise Pieri and Odile Matte, directors elected by company personnel, AREVA pays their attendance fees to the labor unions to which
they belong.
(5) Mr. Denis Morin resigned from his functions on the Board of Directors, effective October 26, 2016.
(6) Mrs. Marie-Hélène Sartorius was coopted by the Board of Directors on October 27, 2016, effective November 1, 2016, to replace Mrs. Sophie Boissard. The Combined
General Meeting of Shareholders ratified this cooptation on February 3, 2017.
(7) Mr. Daniel Verwaerde was appointed member and Vice Chairman of the Board of Directors on February 2, 2015, replacing Mr. Bernard Bigot, who had been appointed to
that function on January 8, 2015.
Pursuant to article 6 of order no. 2015-948 of August 20, 2014, attendance fees
allocated to directors appointed by the Shareholders on a proposal from the State
and who are public officials of the State are paid into the State budget.
Concerning the Representative of the State appointed pursuant to article 4 of the
order of August 20, 2014, all compensation received by him for serving his term
of office is paid into the State budget.
15.1.2.6.
REPORT OF THE BOARD OF DIRECTORS
ON THE COMPENSATION OF OFFICERS
In accordance with the provisions of article L. 225-37-2 of the French Commercial
Code stemming from law no. 2016-1691 of December 9, 2016 related to
transparency, the fight against corruption and the modernization of economic
life, known as the “Sapin 2 Law”, the Board of Directors drew up a report on the
compensation of company officers.
“Dear Shareholders,
The Ordinary General Meeting of Shareholders of AREVA SA (“AREVA” or “the
Company”) has been convened by the Board of Directors for May 18, 2017 at
11:00 am at the company’s head office.
In this report, pursuant to article L. 225-37-2 of the Commercial Code arising from
law no. 2016-1691 of December 9, 2016 relating to transparency, the fight against
corruption and the modernization of economic life, known as the “Sapin 2 Law”,
we present the principles and criteria for determining, distributing and allocating
fixed, variable and exceptional items making up total compensation and benefits
of any kind attributable to AREVA’s officers.
It should be noted that for a company whose shares are admitted to trading on
a regulated market, article L. 225-100 of the Commercial Code provides that the
amounts resulting from the implementation of these principles and criteria will be
submitted to the shareholders for approval during the general meeting convened
to approve the 2017 financial statements.
Payment of items of variable and exceptional compensation is conditioned on
that approval.
1. General principles of the compensation policy applicable
to officers
The major principles of the compensation policy are set by the Board of Directors
after receiving the opinion of the Compensation and Nominating Committee. In
accordance with the structure of governance currently in place, the officers are:
2016 AREVA
REFERENCE DOCUMENT
147