2021 Universal Registration Document
3 CORPORATE GOVERNANCE Compensation policy
Executive company officers 2.2. The Compensation Committee made recommendations concerning the compensation policy for executive company officers, which was reviewed by the Board of Directors at its meeting on 23 February 2022. It should be noted that the compensation policy and payment of variable and exceptional components of compensation must be approved in advance at a General Meeting.
COMPENSATION OF THE CHAIRMAN 2.2.1. OF THE BOARD OF DIRECTORS Financial year 2022 and following
The Board of Directors decided, on the recommendation of the Compensation Committee, not to make any changes to the compensation policy applicable to the Chairman of the Board of Directors, or to his annual fixed compensation.
COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ❙
Items of compensation Annual fixed compensation
Determination by the Board of Directors, acting on a recommendation by the Compensation Committee
Annual variable compensation Variable deferred compensation Multi-year variable compensation
Not applicable Not applicable Not applicable Not applicable
Deferment periods; option of asking for variable compensation to be returned
Possible, by decision of the Board of Directors, but contingent upon very specific circumstances with substantial consequences on the role and activity of the Chairman of the Board of Directors Payment subject to shareholder approval of all items of compensation at an Ordinary General Meeting and in all circumstances capped at 100% of annual fixed compensation
Share options, performance shares and any other long-term items of compensation Compensation referred to in Article L. 22-10-14 of the French Commercial Code
Application of Directors’ compensation policy
Any other benefits
Company car Not applicable Not applicable Not applicable
Severance pay/benefit payable upon change of duties
Supplementary pension plan
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER 2.2.2. Financial year 2022 and following Compensation payable to Vincent Paris, Chief a. Executive Officer from 1 January to 28 February 2022 At the recommendation of the Compensation Committee, the Board of Directors has decided: not to make any change to the annual fixed compensation p payable to Vincent Paris; to propose a temporary amendment to the compensation policy, p specifically in connection with the resignation of Vincent Paris, and not to set any conditions on the payment of his variable compensation in respect of 2022 (amount at issue: 50k). This proposal is based on the quality of the handover between Vincent Paris and Cyril Malargé and the impossibility of determining meaningful quantifiable or qualitative targets over a period of a month and a half. Payment of Vincent Paris’s variable compensation for 2022 remains subject to approval at the General Meeting of Shareholders to be held in 2023.
Compensation payable to Cyril Malargé, b. Chief Executive Officer with effect from 1 March 2022 At the recommendation of the Compensation Committee, the Board of Directors has decided to set the amount of Cyril Malargé’s annual fixed compensation at 450,000, starting on 1 March 2022 when he takes office. As regards annual variable compensation, the Compensation Committee formulated its recommendation to the Board of Directors in consideration of the strategy, the Group’s circumstances and the goal of boosting its performance and competitiveness over the medium to long term.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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