Fiscal 2021 Universal Registration Document

6. Corporate governance

Summary of the Chief Executive Officer’s compensation
TABLE 2, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
  FISCAL 2022 FISCAL 2021 FISCAL 2020
DENIS MACHUEL CHIEF EXECUTIVE OFFICER (in euro) GROSS AMOUNTS AWARDED (BEFORE TAX) GROSS AMOUNTS PAID (BEFORE TAX)  GROSS AMOUNTS AWARDED (BEFORE TAX)  GROSS AMOUNTS PAID (BEFORE TAX) GROSS AMOUNTS AWARDED (BEFORE TAX) GROSS AMOUNTS PAID (BEFORE TAX)
Fixed compensation(1)

Fixed compensation

(1)
FISCAL 202275,000

Fixed compensation

(1)
FISCAL 202175,000

Fixed compensation

(1)
FISCAL 2020900,000
900,000 675,000 675,000
Variable compensation(2)

Variable compensation

(2)
FISCAL 202275,000

Variable compensation

(2)
FISCAL 2021885,000(4)

Variable compensation

(2)
FISCAL 2020810,000
892,800
Exceptional compensation

Exceptional compensation

FISCAL 2022

N/A

Exceptional compensation

FISCAL 2021

N/A

Exceptional compensation

FISCAL 2020

N/A

N/A N/A N/A
Directors’ compensation

Directors’ compensation

FISCAL 2022

N/A

Directors’ compensation

FISCAL 2021

N/A

Directors’ compensation

FISCAL 2020

N/A

N/A N/A N/A
Non-compete Non-competeFISCAL 20221,045,000 Non-competeFISCAL 20211,045,000(4) Non-competeFISCAL 2020

 

     
Benefits in kind(3)

Benefits in kind

(3)
FISCAL 202229,448

Benefits in kind

(3)
FISCAL 202129,448

Benefits in kind

(3)
FISCAL 202013,394
13,394 13,463 13,463
TOTAL TOTALFISCAL 20221,224,448 TOTALFISCAL 20212,034,448 TOTALFISCAL 20201,723,394 913,394 688,463 1,581,263

(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) Denis Machuel's variable compensation for the year, to be paid the following year (see tables below for details). Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, the Board of Directors decided to suppress any variable compensation for Fiscal 2020. The Board of Directors decided to establish the budget for Fiscal 2021 for each of the first and second halves of the fiscal year. Thus, the financial performance targets were set in October 2020 for the first half and in March 2021 for the second half. This structure has been applied to all employees eligible for variable compensation. The possibility of an outperformance payment was precluded for this year
(3) Denis Machuel has the use of a Company car and is the beneficiary of an unemployment insurance policy. 28,350 euro was paid in September 2021 to finance the purchase of an individual insurance policy for the 12 months following the termination of his duties.
(4) Amounts paid in Fiscal 2022 and 2021 subject to approval at the Annual Shareholders Meeting.

Variable compensation awarded for Fiscal 2022

The Board of Directors wanted to recognize Denis Machuel’s work at the Group over the last 14 years, his leadership through the recent crisis, and his commitment up to his last day of service. The Board decided to set the amount of the annual variable portion for Fiscal 2022 on a prorata temporis basis to the amount of the target annual variable portion of the Chief Executive Officer, i.e., 75,000 euro. This amount will be paid only if the shareholders vote in favor of the corresponding resolution at the Annual Shareholders Meeting on December 14, 2021.

Variable compensation awarded for Fiscal 2021

Exceptionally and given the unprecedented sanitary crisis caused by the Covid-19 pandemic, the Board of Directors decided to establish the budget for Fiscal 2021 for each of the first and second halves of the fiscal year. Thus, the financial performance targets were set in October 2020 for the first half and in March 2021 for the second half. This structure has been applied to all employees eligible for variable compensation.

The possibility of an outperformance payment was precluded for this year.