Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
2. Management and Directors’ compensation
152 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
At December 31, 2016, the estimated amount of the pension
accordance with the methodology set by Article D.225-104-1
€243,000 per year. This indicative amount is calculated in
supplemental pension would come to a gross amount of
that Mr. Pierre-André de Chalendar will receive as
his/her duties at the closing date of the fiscal year, be based
account the seniority acquired by the executive Director in
pension must be estimated on an annual basis, take into
of the French Commercial Code, according to which the
on the remunerations recorded during the last fiscal year(s)
realization of the commitment, as if the executive Director
and be calculated independently of the conditions of
fiscal year.
could benefit from it starting the day after the close of the
described above, as well as life insurance, to which
The lifetime benefits granted consist of the retirement income
€9,000. This premium is assumed in its entirety by
of which is estimated as at December 31, 2016 to be less than
subscribe like other retirees upon retiring, the annual premium
Mr. Pierre-André de Chalendar will have an opportunity to
Company.
after which only 50% continues to be assumed by the
Compagnie de Saint-Gobain in the first year of retirement,
for Pierre-André de Chalendar in his capacity
de Saint-Gobain employees to be maintained
insurance policies applicable to Compagnie
Benefits under the Group health and personal risk
as non-salaried executive Director.
from the Group’s health and personal risk insurance policies
Mr. Pierre-André de Chalendar will continue to benefit in full
Saint-Gobain also benefit from.
respectively, which all the employees of Compagnie de
entered into with GAN and Mutuelle Malakoff Médéric,
Shareholders’ Meeting of June 8, 2017 (“Say on Pay” ex post).
and Chief Executive Officer, in 2016 subject to shareholders' approval at the General
Compensation components due or granted to Mr Pierre-André de Chalendar, Chairman 2.2.5
Governance Committee, that are subject to shareholders' approval at the General Shareholders’ Meeting of June 8, 2017, in
Executive Officer in 2016, decided by the Board of Directors at the recommendation of the Nomination, Remuneration and
The following table shows the compensation components due or granted to Mr Pierre-André de Chalendar, Chairman and Chief
accordance with the AFEP-MEDEF Code.
Compensation components due or granted to Mr. Pierre-André de Chalendar, Chairman and Chief Executive Officer, in respect of 2016
Pursuant to Recommendation 26.1 of the AFEP-MEDEF corporate governance code for French listed companies:
due or granted at year-end
Compensation component
submitted to vote (in EUR)
Amount or book value Description
Fixed compensation Amount due: €1,100,000 Fixed compensation unchanged since 2010.
compensation
Annual variable Amount due: €1,529,879
of February 23, 2017)
(Board of Directors’ meeting
his fixed compensation, (as for 2015), and fixed the quantitative and qualitative objectives
Chalendar’s variable compensation in respect of fiscal year 2016 could not exceed 170% of
At its February 25, 2016 meeting, the Board of Directors decided that Mr. Pierre-André de
February 23, 2017 meeting, determined Mr. Pierre-André de Chalendar’s variable
the Nomination, Remuneration and Governance Committee, the Board of Directors, at its
of his compensation (structure unchanged since 2014). Based on the recommendations of
detailed below, determining, up to a limit of 2/3 and 1/3 respectively, the variable portion
below have been achieved:
compensation as follows, taking into account the extent to which the objectives outlined
quantitative objectives (ROCE, Group operating income, Group recurring earnings per
the portion of the variable compensation based on the fulfillment of the four ‹
achievement rate of 88% (the completion rate of the various quantitative objectives is
share and operating free cash flow) amounted to €1,093,546, corresponding to an
presented in chapter 6, section 2.2.3);
to €436,333, corresponding to a percentage of overall completion of the qualitative
responsibility policy and continuation of the Group’s development strategy) amounted
digital transformation of the Group, implementation of the corporate social
the amount of the variable portion of the four qualitative objectives (Sika transaction, ‹
objectives of 70%.
an achievement rate of 82%.
On this basis, his 2016 annual variable compensation totaled €1,529,879, corresponding to
Overall, Mr. Pierre-André de Chalendar’s total compensation (fixed and variable)
amounted to €2,629,879 for 2016, an increase of 10.31% over 2015.
compensation
Deferred variable N/A Mr. Pierre-André de Chalendar has not been granted any deferred variable compensation.
Multi-year variable
compensation
N/A Mr. Pierre-André de Chalendar has not been granted any multi-year variable
compensation.