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6
CORPORATE GOVERNANCE
2. Management and Directors’ compensation
163
SAINT-GOBAIN
- REGISTRATION DOCUMENT 2016
Performance unit plans
2.4.4
The Board approved the principle of implementing
plan was implemented in 2016.
performance unit plans annually from 2012 to 2015,
implemented by the Chairman and Chief Executive Officer
(with the performance units granted to the latter being
approved by the Board of Directors). No performance unit
opportunity to receive, over the long term (an exercise period
of between four years from the grant date to 10 years from
that date), cash compensation for each unit equal to the
Saint-Gobain share price on the reference date plus any
Subject to fulfillment of the service and performance
conditions, performance unit plans in place offer grantees the
dividend paid or distribution made from the start of the
exercise period up to the reference date. Performance units
constitute an operating expense adjustable each year but
creating no shareholder dilution since they do not result in the
creation of new shares.
identical to those applicable to the performance share plans
for the same year.
The performance criteria applicable to the performance unit
plans implemented between 2012 and 2015 are strictly
The performance conditions pertaining to the performance
units granted by the Group are demanding, as evidenced by
the achievement rates of the performance unit plans for
which the performance condition has been determined
(89.2% for the 2013 plan and 65.5% for the 2012 plan).
The following table shows the history of performance unit
plans not vested at December 31, 2016 as well as the features
of the 2012 plan, which vested in November 2016.
TABLE 10 BIS – HISTORICAL INFORMATION ABOUT PERFORMANCE UNIT PLANS
Year
2016
2015
2014
2013
2012
Date of Board of Directors’ meeting
N/A
11/26/2015
11/20/2014
11/21/2013
11/22/2012
Total number of units initially granted (4+0)
-
556,340
598,400
588,535
536,400
Of which, units granted to executive Director,
P-A. de Chalendar
-
60,000
60,000
60,000
60,000
Starting date of exercise period
-
11/26/2019
11/20/2018
11/21/2017
11/22/2016
Expiry date of performance unit exercise period
-
11/25/2025
11/19/2024
11/20/2023
11/21/2022
Total number of units that have become exercisable
-
0
1,350
(2)
17,750
(2)
345,431
(1)
Total number of units forfeited
-
0
0
61,645
(3)
190,969
(3)
Of which, number of performance units granted to
executive Director, P-A. de Chalendar, forfeited
-
0
0
6,480
20,700
Performance units outstanding
-
556,340
(5)
597,050
(5)
509,140
(4)
After taking into account the service and performance conditions.
(1)
In advance, as part of the exceptions defined for the service condition (in particular death, disability – see section 2.4.2 of this chapter 6).
(2)
Of which, respectively, 180,038 units of the 2012 plan and 61,645 units of the 2013 plan which were forfeited as a result of the partial fulfillment of the performance
(3)
conditions.
Subject to the fulfilment of the service condition.
(4)
Subject to the cumulative fulfillment of the service and performance conditions.
(5)