Fiscal 2021 Universal Registration Document

6. Corporate governance

Summary of benefits – Chairwoman of the Board of Directors

 

TABLE 11, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
  EMPLOYMENT CONTRACT SUPPLEMENTAL PENSION PLAN COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE INDEMNITY RELATING TO A NON-COMPETE CLAUSE
  YES NO YES NON YES NO YES NO
Sophie Bellon Chairwoman of the Board of Directors Sophie Bellon Chairwoman of the Board of DirectorsEMPLOYMENT CONTRACT

 

Appointment date: January 26, 2016

Appointment date: January 26, 2016

EMPLOYMENT CONTRACT

 

Appointment date: January 26, 2016

SUPPLEMENTAL PENSION PLAN

X

Appointment date: January 26, 2016

COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE

 

Appointment date: January 26, 2016

INDEMNITY RELATING TO A NON-COMPETE CLAUSE

X

  X   X
Expiration of current term: Annual Shareholders Meeting held to approve the financial statements for Fiscal 2023

Expiration of current term: Annual Shareholders Meeting held to approve the financial statements for Fiscal 2023

EMPLOYMENT CONTRACT

 

6.5.2.2 Compensation of Denis Machuel, Chief Executive Officer

The following tables show a breakdown of the various components of Denis Machuel's compensation. In light of the termination of Denis Machuel’s duties as Chief Executive Officer on September 30, 2021, the tables present information for Fiscal 2021 and Fiscal 2022.

The compensation components for Fiscal 2021 were determined in line with the compensation policy for the Chief Executive Officer and approved at the January 12, 2021 Combined Annual Shareholders Meeting (fourteenth resolution). The components for Fiscal 2022 were determined in line with the compensation policy for the Chief Executive Officer and have been submitted for approval at the December 14, 2021 Combined Annual Shareholders Meeting (fourteenth resolution). For Denis Machuel, his policy provides for fixed, variable and long-term compensation, as well as a non-compete agreement, a supplemental pension plan, collective health and benefit plans as well as benefits in kind. It does not include any multi-year variable compensation, exceptional compensation or a termination benefit.

At the Ordinary Annual Shareholders Meeting of December 14, 2021, shareholders will be asked to vote on the total compensation and benefits paid during or awarded for Fiscal 2021 and 2022 to Denis Machuel for his duties as Chief Executive Officer.

Summary of compensation, stock options and performance shares awarded to the Chief Executive Officer

 

TABLE 1, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
,DENIS MACHUEL CHIEF EXECUTIVE OFFICER (in euro) FISCAL 2022 FISCAL 2021 FISCAL 2020
Compensation awarded for the fiscal year (gross, before tax)

Compensation awarded for the fiscal year (gross, before tax)

FISCAL 20222,034,448

Compensation awarded for the fiscal year (gross, before tax)

FISCAL 20211,723,394

Compensation awarded for the fiscal year (gross, before tax)

FISCAL 2020

688,463(1)
Value of stock options granted

Value of stock options granted

FISCAL 2022

N/A

Value of stock options granted

FISCAL 2021

N/A

Value of stock options granted

FISCAL 2020

N/A

Value of performance shares granted

Value of performance shares granted

FISCAL 2022

N/A

Value of performance shares granted

FISCAL 20211,681,288

Value of performance shares granted

FISCAL 2020

N/A(2)
TOTAL TOTALFISCAL 20222,034,448 TOTALFISCAL 20213,404,682 TOTAL

FISCAL 2020

688,463

(1) Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, the Board of Directors decided to reduce Denis Machuel's fixed salary by 50% for the second half of Fiscal 2020. This decision received the full support of Denis Machuel, who thereby demonstrated his solidarity with the Group’s employees.
(2) No performance shares were granted during Fiscal 2020.