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CORPORATE GOVERNANCE
2. Management and Directors’ compensation
147
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
The following chart presents the distribution of the various
components of the compensation of Mr. Pierre-André de
granted in respect of fiscal year 2016.
Chalendar, Chairman and Chief Executive Officer, due or
27%
2016 FIXED COMPENSATION
=€1,100,000
38%
2016 VARIABLE
COMPENSATION
=€1,529,879
29%
VALUE OF THE 2016
PERFORMANCE SHARES
ALLOCATION
=€1,189,900
COMPENSATION SUBJECT
TO PERFORMANCE CONDITIONS
6%
VALUE OF THE 2016
OPTIONS ALLOCATION
=€244,200
were decided by the Board of Directors at its meetings of
to Mr. Pierre André de Chalendar in respect of fiscal year 2016
The various components of the compensation due or granted
as follows:
February 25, 2016, November 24, 2016 and February 23, 2017,
a) Fixed compensation
The fixed compensation component is commensurate with
compensations offered by similar large companies.
responsibilities, and shall be compared with fixed
the Chairman and Chief Executive Officer’s experience and
changed since 2010.
set by the Board at €1,100,000, an amount that has not
Mr. Pierre-André de Chalendar’s 2016 fixed compensation was
b) Annual variable compensation
of his annual fixed compensation, is allocated to the Chairman
The annual variable compensation, expressed as a percentage
to the Group’s results for the year.
and Chief Executive Officer in recognition of his contribution
At its meeting on February 25, 2016, based on the
2016 at 170% of his annual fixed compensation (same as for
Mr. Pierre-André de Chalendar’s variable compensation for
Governance Committee, the Board decided to fix the cap on
recommendation of the Nomination, Remuneration and
2015).
Based on the recommendation of the Nomination,
compensation, as follows (structure unchanged since 2014):
objectives of Mr. Pierre-André de Chalendar’s 2016 variable
meeting, the Board also decided on the components and
Remuneration and Governance Committee, during the same
concerning the quantitative portion of the variable
each counting for 25%, were defined:
following objectives adapted to the strategy of the Group,
compensation, which represents two-thirds, the four
ROCE (Return on Capital Employed),
the Group’s operating income,
the Group’s recurring net income per share, and
OFCF (Operating Free Cash Flow);
four following objectives:
a qualitative portion consisting of one-third, based on the
Sika transaction,
Group’s digital transformation,
policy, and
implementation of the corporate social responsibility
continuation of the Group’s development strategy.
at its meeting of February 23, 2017, at the proposal of the Nomination, Remuneration and Governance Committee, as follows:
Variable compensation owed for fiscal year 2016 to the Chairman and Chief Executive Officer was set by the Board of Directors
Weighting of
objectives
Assessment scale for
each objective
Percentage
completion amount (in EUR)
Completion by
Quantitative objectives* (2/3),
of which:
ROCE
25%
0 to 100%
79%
245,844
Group operating income
25%
0 to 100%
83%
259,628
Group recurring net income per share
25%
0 to 100%
100%
311,667
OFCF
25%
0 to 100%
89%
276,407
Total quantitative
2/3
-
88%
1,093,546
Qualitative objectives (1/3)
Qualitative (global)
1/3
0 to 100%
70%
436,333
TOTAL VARIABLE SHARE
100%
-
82%
1,529,879
the objective concerned, and it reaches its maximum if the objective reaches 111% to 116% of the budget, depending on the objective concerned (with base
For each quantitative objective, the corresponding portion of variable compensation becomes payable if from 89% to 90% of the budget is achieved, depending on
*
corresponding to the objective in question is equal to 0.
100 corresponding to the budget). If actual performance is less than the above mentioned thresholds from 89% to 90%, the portion of variable compensation
the budget is based on ambitious objectives that are not always met and the variable compensation’s objectives are therefore challenging.
When the budget is met, the variable compensation determined according to all quantitative criteria is 68% of the fixed part of his compensation. Within the Group,
In all, Mr. Pierre-André de Chalendar’s total compensation (fixed and variable) for fiscal year 2016 represented €2,629,879, an
increase of 10.31% over that of 2015.