Saint Gobain - Registration document 2016

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6 CORPORATE GOVERNANCE
2. Management and Directors’ compensation
158 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
COMPENSATION OF MEMBERS OF THE GROUP’S SENIOR 2.3
MANAGEMENT
management (see chapter 1, section 3) is set at a level
consistent with compensation packages offered by
comparable companies. It is determined and reviewed,
among other things, based on the results of specific surveys
Compensation paid to members of the Group’s senior
from specialized consultants commissioned by senior
management.
compensation set at a reasonable proportion of total
compensation, the purpose of which is to reflect the
manager’s personal contribution to the Group’s growth and
results.
In addition to a fixed portion, it consists of a variable
This principle has now been extended to all managerial staff.
The performance objectives used are based on financial
indicators such as Return On Investment (ROI) and Return On
as developing a certain type of business or entering a new
geographic market. Most often, a safety indicator is also
applied.
Capital Employed (ROCE), as well as personal objectives such
In this way, management compensation is clearly linked to
performance and to the achievement of objectives that
promotes a high level of personal commitment. Each
manager’s compensation can fluctuate significantly from one
year to the next, based on the results achieved.
Gross compensation received by the members of senior
Group companies within and outside France, totaled
€10.9 million in 2016 (2015: €13.4 million), including gross
variable compensation of €3.2 million (2015: €3.3 million) and
no termination benefits (€1.5 million in 2015).
management Committee (excluding the Chairman and Chief
Executive Officer and long-term compensation) in 2016 from
Pensions and other post-employment benefits (defined
benefit obligations in respect of retirement bonuses and
pensions) accruing to the members of the senior
management Committee (including the Chairman and Chief
Executive Officer) totaled €47.0 million at December 31, 2016
(December 31, 2015: €55.8 million).
Group (particularly members of Group management) in
Group companies other than Compagnie de Saint-Gobain are
either reverted to their employer company, or paid directly to
that company.
Attendance fees allocated to Directors representing the
LONG-TERM COMPENSATION PLANS (STOCK OPTIONS, 2.4
PERFORMANCE SHARES AND PERFORMANCE UNITS)
Allocation policy 2.4.1
The objective of the Group’s long-term compensation policy
is to retain and motivate the Group’s senior management,
officers and employees, and to associate them with the
Group’s performance, in particular through conditional
allocations of stock options, performance shares or
long-term strategy.
performance units to reflect their fulfillment of the Group’s
share plans, as well as the identity of the beneficiaries, and
approves the principle of long-term compensation plans in
the form of performance units to be implemented, if need be,
by the Chairman and Chief Executive Officer. These plans are
At the recommendation of the Nomination, Remuneration
and Governance Committee, the Board of Directors
authorizes the features of the stock option and performance
subject to a service condition and to the strict internal and/or
external performance criteria set by the Board (see below for
details of each allocation).
Chief Executive Officer being described in chapter 6,
section 2.2.3(c).
executives in the Sectors and Delegations (1,663 grantees),
members of the Group Liaison Committee excluding the
senior management team (30 grantees) and senior
management (10 grantees), with grants to the Chairman and
In 2016, these plans covered 1,896 Group officers and
employees, in France and outside France, including
high-potential managers and managers who have performed
exceptionally well (193 grantees), key corporate and line
nationalities and work in 51 countries.
The beneficiaries of these plans belong to 59 different
than by the end of the vesting period. This plan represents
0.05% of the share capital and therefore has no material
impact in terms of dilution. The performance share plan
On November 24, 2016 the Board of Directors resolved that
the origin of the shares of the 2016 stock options plan, new or
existing shares, would be determined at its discretion no later
entitles beneficiaries to existing shares and therefore has no
impact in terms of dilution. No performance unit plan was
implemented during fiscal year 2016.
stock options and performance shares.
The members of the Liaison Committee were allocated both
The other instruments designed to associate employees with
business results are presented in chapter 8, section 2.3 and
chapter 4, section 3.2.3.
Stock option plans 2.4.2
Stock option plans have been set up by the Board of
Directors every year since 1987.
recommendation of the Nomination, Remuneration and
Governance Committee.
Under the authorization granted by the 13th resolution of the
General Shareholders' Meeting of June 2, 2016, at its meeting
of November 24, 2016 the Board of Directors resolved to
implement a stock option plan, following analysis and the