ANTIN // 2021 Universal Registration Document
CORPORATE GOVERNANCE 2 Compensation of corporate officers In accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the information relating to the variable compensation set out in this Section, i.e. an amount of €418,075, and to the fixed compensation set out in this Section, i.e. an amount of €1,023,521, awarded to the Chief Executive
Officer for the financial year 2021, will be submitted subject to the approval by the Annual Shareholders' Meeting to be held on 24 May 2022, pursuant to the 9 th resolution (see Section 9 “Annual Shareholders’ Meeting” of this Universal Registration Document).
NINTH RESOLUTION (APPROVAL OF THE COMPENSATION PAID OR AWARDED TO MR. MARK CROSBIE, VICE-CHAIRMAN OF THE BOARD AND DEPUTY CHIEF EXECUTIVE OFFICER, FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021) The Shareholders’ Meeting, voting under the quorum and majority conditions required for Ordinary Shareholders’ Meetings, approves, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or granted to Mr. Mark Crosbie, in his capacity as Vice-Chairman of the Board and Deputy Chief Executive Officer for the financial year ended 31 December 2021, as described in paragraph 2.7 of the corporate governance report presented by the Board of Directors referred to in Article L. 225-37 of the French Commercial Code and included in the Company’s 2021 Universal Registration Document. 2.7.1.4 Amounts paid during or awarded for the financial year 2021 to the Directors Directors receive compensation for their mandate (formerly referred to as a “Directors’ fee” (jetons de presence) ). The maximum aggregate amount of the compensation package to be allocated among the Directors must be approved by the Annual Shareholders' Meeting on proposal of the Board of Directors. It is specified that the Directors, who are not independent, namely Alain Rauscher, Mark Crosbie and Mélanie Biessy, do not receive any compensation for their duties as Directors of the Company throughout their term of office. Only the independent Directors receive compensation for their duties.
The maximum total amount of Directors’ compensation of €910,000 was approved at the 2021 Combined Shareholders' Meeting. The compensation of Directors attending Board of Directors meetings in financial year N is paid in financial year N+1. In respect of 2021, the Company has awarded to the members of its Board of Directors their compensation on a pro rata basis based on the number of Board meetings and Committee(s) meetings held dur ing the year as compensation. This compensation was paid in January 2022. The table below summarises the compensation awarded and paid to the non-executive directors of the Company by the Company or by any of Antin’s subsidiaries for the year ended 31 December 2021.
It is then the responsibility of the Board of Directors to set the distribution of this compensation among its Directors, by allocating a fixed portion and a variable portion. In accordance with Article 21.1 of the AFEP-MEDEF Code, this compensation takes into account the Directors’ actual attendance at meetings of the Board of Directors and committees. As such, the variable portion of Director’s compensation based on their actual attendance at Board of Directors or Committee(s) meetings has a greater weighting than the fixed portion.
Financial year 2021
Awarded (gross)
Paid (gross)
(in €)
Mélanie Biessy
795,675
795,675 (1)
Directors’ compensation Other Compensation (2)
N/A
N/A
795,675 42,877 42,877
795,675 42,877 42,877
Ramon de Oliveira
Directors’ compensation (3)
Other compensation Russell Chambers
N/A
N/A
439,653 (5) 52,877 (5) 386,776 (5)
439,653 (5) 52,877 (5) 386,776 (5)
Directors’ compensation (3) Other compensation (4)
Lynne Shamwana
42,877 42,877
42,877 42,877
Directors’ compensation (3)
Other compensation Dagmar Valcarcel
N/A
N/A
62,877 62,877
62,877 62,877
Directors’ compensation (3)
Other Compensation
N/A
N/A
TOTAL
1,383,958
1,383,958
(1) The variable salary in respect of 2021 was paid in January 2022. (2) Fixed and variable salary provided under the employment agreement described in Section 2.3.4 “Independent Directors - Employment Agreements” of this Universal Registration Document. (3) Directors’ compensation paid in January 2022. (4) Mr. Russell Chambers received a compensation of £125,000 and a discretionary success fee of £200,000 under an Advisory Agreement in relation to the initial public offering of the Company in 2021, as mentioned above. (5) Based on the exchange rate (€1 = £0.84028) published by the ECB on 31 December 2021.
60 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021
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