Fiscal 2021 Universal Registration Document

6. Corporate governance

,TYPE OF COMPENSATION OR BENEFITS AMOUNTS PAID DURING FISCAL 2021  AMOUNTS AWARDED FOR FISCAL 2021 OR ACCOUNTING VALUE COMMENTS
Supplemental pension plan

Supplemental pension plan

AMOUNTS PAID DURING FISCAL 2021 

No amounts paid

Supplemental pension plan

AMOUNTS AWARDED FOR FISCAL 2021 OR ACCOUNTING VALUE

No amounts awarded

Supplemental pension plan

COMMENTS

Since his appointment as member of the Group's Executive Committee in September 2014 and until December 31, 2019, Denis Machuel was a beneficiary of a defined benefit pension plan governed by article 39 of the French General Tax Code and article L.137-11-1 of the French Social Security Code, set up for the Group's senior executives holding an employment contract with one of its French companies.

In order to comply with the PACTE Act and the Ordonnance of July 3, 2019 implementing the EU Pensions Portability Directive into French law, rights acquired as at December 31, 2019, were frozen at that date. Denis Machuel’s pension has been set at 38,141 euro per year.

In Fiscal 2021, the Company replaced the defined benefit supplemental pension plan governed by article 39 of the French General Tax Code and article L.137-11-1 of the French Social Security Code with a plan governed by article L.137-11-2 of the French Social Security Code, with similar characteristics. The new plan was approved at the Annual Shareholders Meeting of January 12 , 2021.

This plan grants annual rights amounting to 0.5% of fixed and variable compensation for the first five years and to 1% of fixed and variable compensation paid to him beyond five years, up to a total of 10%. The vesting of rights remains subject to the same performance condition as the one set for the previous plan, i.e., at least 80% achievement of the Chief Executive Officer’s annual variable compensation targets. Provided this condition for Fiscal 2021 is met, the Chief Executive Officer acquires the right to a lifetime pension of 5,569 euro gross per year. The resulting pension will be added to the pensions due to him under compulsory pension plans. As per the Company's choice of financing, this pension will not generate any liability on the Company’s balance sheet.

Benefits in kind

Benefits in kind

AMOUNTS PAID DURING FISCAL 2021 

€13,394 

Benefits in kind

AMOUNTS AWARDED FOR FISCAL 2021 OR ACCOUNTING VALUE

€13,394 

Benefits in kind

COMMENTS

 

Denis Machuel

has the use of a Company car and is the beneficiary of an unemployment insurance policy.

Denis Machuel is not eligible for any of the following types of compensation or benefits: multi-year variable compensation, exceptional compensation or termination benefit.

6.5.2.4 Compensation and benefits paid during or awarded for Fiscal 2022 to Denis Machuel until his departure (ex post vote at the Ordinary Annual Shareholders Meeting of December 14, 2021)
Components of compensation paid during or awarded for Fiscal 2022 to Denis Machuel, Chief Executive Officer, before his departure from the Group for the period September 1 to September 30, 2021

 

TYPE OF COMPENSATION OR BENEFITS AMOUNTS PAID DURING FISCAL 2022 AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE COMMENTAIRES
Fixed compensation

Fixed compensation

AMOUNTS PAID DURING FISCAL 2022 75,000

Fixed compensation

AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE 75,000

Fixed compensation

COMMENTAIRES

Pre-tax gross amount due for the fiscal year.

The annual fixed compensation for Fiscal 2021 is calculated on a prorata temporis basis from September 1 to September 30, 2021, the date on which his duties as Chief Executive Officer ended.

Variable compensation

Variable compensation

AMOUNTS PAID DURING FISCAL 2022 €75,000(1)

Variable compensation

AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE 75,000

Variable compensation

COMMENTAIRES

In view of the termination of Denis Machuel's duties on September 30, 2021, and to recognize his contribution throughout his term of office, and particularly during the management of the Covid-19 crisis, the Board of Directors has decided to set the amount of his variable compensation for Fiscal 2021 at its target level, i.e., 100% of his fixed compensation.

The variable portion of compensation due to Denis Machuel for Fiscal 2022 is calculated on a prorata temporis basis from September 1 to September 30, 2021, the date at which his duties as Chief Executive Officer ended.

Stock options and performance shares

Stock options and performance shares

AMOUNTS PAID DURING FISCAL 2022

N/A

Stock options and performance shares

AMOUNTS AWARDED FOR FISCAL 2022 OR ACCOUNTING VALUE

N/A

Stock options and performance shares

COMMENTAIRES

No stock shares or performance shares were granted to

Denis Machuel

during Fiscal 2022.