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6
CORPORATE GOVERNANCE
2. Management and Directors’ compensation
162
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Performance share plans
2.4.3
Performance share plans have been set up by the Board of
Directors every year since 2009.
the recommendation of the Nomination, Remuneration and
Governance Committee.
Under the authorization granted by the fourteenth resolution
of the General Meeting of June 2, 2016, at its meeting of
November 24, 2016 the Board of Directors resolved to
implement a performance share plan, following analysis and
performance shares (including the grant to the Chairman and
Chief Executive Officer). It should be noted that no
This plan covers 1,896 employees and officers of the Group in
France and abroad, who were granted a total of 1,231,320
beneficiaries being granted performance shares.
performance units plan was implemented in 2016, all the
The duration of the vesting period was set at four years, with
delivery of the shares to occur on the day after the close of
this period.
are identical but weighted differently, for all long-term
The performance criteria applicable to the performance share
plan implemented on November 24, 2016 entail as in 2015, in
addition to a performance condition internal to the
Saint-Gobain Group, an external performance condition, that
compensation plans (stock options and performance shares).
following cumulative conditions (the same as those of the
plan implemented in 2015):
Vesting of performance shares is subject to fulfillment of the
stock options above (see section 2.4.2 above);
service condition: applies for the entire duration of the
acquisition period in a manner similar to that stipulated for
performance condition linked to the two following criteria:
70% of the shares initially allocated are subject to
criteria linked to Return On Capital Employed, including
goodwill, of the Saint-Gobain Group (“ROCE”), and
compared to the CAC 40 stock market index.
30% of the shares initially allocated are subject to the
criteria of Saint-Gobain stock price performance
ROCE performance and stock market performance will be
calculated in the same way, mutatis mutandis, as for stock
options (see section 2.4.2 above).
However, the first 100 shares allocated to each grantee other
than to Liaison Committee members will be exempt from the
performance conditions.
the 2013 plan, 65.5% for the 2012 plan and 32% for the 2011
plan).
The performance conditions for performance shares allocated
by the Group are demanding, as evidenced by the
achievement rates for the performance share plans for which
the performance condition has been determined (89.2% for
decided by the Board of Directors of November 24, 2016 was
€41.06 per share.
allocated 194,500 performance shares (global information).
The closing stock price on the day preceding the grant
The ten Group employees and non-executive officers who
were granted the highest number of shares in 2016 were
The following table shows the history of the performance
share plans outstanding at December 31, 2016 as well as the
features of the 2012 plan, delivered in November 2016.
TABLE 10 – HISTORICAL INFORMATION ABOUT PERFORMANCE SHARE PLANS (AMF NOMENCLATURE)
Year
2016
2015
2014
2013
2012
Date of General Shareholders' Meeting
06/02/2016
06/04/2015
06/05/2014
06/07/2012
06/07/2012
Date of Board of Directors’ meeting
11/24/2016
11/26/2015
11/20/2014
11/21/2013
11/22/2012
Type of shares
existing
existing
existing
existing
existing
initially granted (4+0)
Total number of performance share rights
1,231,320
500,910
530,240
541,655
542,370
Of which, rights granted to executive
Director, P-A. de Chalendar
67,000
0
0
0
0
Cumulative number of shares delivered
0
0
450
(2)
550
(2)
366,275
(1)
Number of rights forfeited
0
0
0
58,299
(3)
176,095
(3)
Total outstanding performance share rights
1,231,320
(5)
500,910
(5)
529,790
(5)
482,806
(4)
0
After taking into account the service and performance conditions.
(1)
In advance, as part of the exception defined for the service condition (in particular death, disability – see section 2.4.2 of this chapter 6).
(2)
Of which, respectively, 149,126 rights of the 2012 plan and 58,299 rights of the 2013 plan were forfeited as a result of the partial fulfillment of the performance
(3)
condition.
Subject to the fulfillment of the service condition.
(4)
Subject to the fulfillment of both service and performance conditions.
(5)