ANTIN // 2021 Universal Registration Document
CORPORATE GOVERNANCE Compensation of corporate officers
The Deputy Chief Executive Officer of the Company will not receive any compensation by the Company or benefits for such duties. However, he will receive the compensation described in the table below in respect of his duties as Managing Partner of AIP UK.
Amounts
Alain Rauscher
Mark Crosbie
2
As Chairman of the Board of Directors and Managing Partner of AIP UK
As CEO and Managing Partner of AIP SAS
As Managing Partner of AIP UK
Duties
Fixed Compensation
£364,437.50
€425,000
£728,875
Variable Compensation (Up to 100% of the annual fixed compensation)
£364,437.50
€425,000
£728,875
Description of the criteria for the variable compensation
Quantitative criteria (60% of the variable compensation)
A 10% increase in AUM calculated on a rolling 3-year average basis, adjusted from any Antin Fund’s divestment occurred during the reference year ( for 20% of the amount of the variable compensation ). A 5% increase in Earnings adjusted from: (i) the catch-up effect (as described in Section 5.4.1 “ Analysis of the Consolidated Income Statement on an underlying basis” of this Universal Registration Document); and (ii) all management fees received during the reference year for any Antin Fund that is fully divested the following year (for 20% of the amount of variable compensation). An EBITDA margin adjusted from any catch-up effect (as described in Section 5.4.1 “ Analysis of the Consolidated Income Statement on an underlying basis” of this Universal Registration Document) of at least 60% ( for 20% of the amount of variable compensation ). The implementation of the ESG roadmap during the year (for 14% of the amount of variable compensation). The quality of governance and management (for 13% of the amount of variable compensation). The satisfaction of Limited Partners of Antin Funds based on their feedback ( for 13% of the amount of variable compensation ).
Qualitative criteria (40% of the variable compensation)
In case the criteria are only partially achieved, the compensation will be determined by linear interpolation. Neither the Chief Executive Officer, nor the Deputy Chief Executive Officer will benefit from any supplementary pension plan or other similar benefits, other than benefits offered respectively to all AIP SAS and AIP UK employees (pension scheme, life insurance, complementary disability and health insurance covers). Neither Chief Executive Officer, nor the Deputy Chief Executive Officer will benefit from any grant of free shares of the Company. TWELFTH RESOLUTION (APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE) The Shareholders’ Meeting, voting under the quorum and majority conditions required for Ordinary Shareholders’ Meetings, approves, in accordance with Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the compensation policy for the Chairman of the Board and Chief Executive Officer as described in paragraph 2.7.2 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. THIRTEENTH RESOLUTION (APPROVAL OF THE COMPENSATION POLICY FOR THE VICE-CHAIRMAN OF THE BOARD AND DEPUTY CHIEF EXECUTIVE OFFICER IN ACCORDANCE WITH ARTICLE L. 22-10-8 II OF THE FRENCH COMMERCIAL CODE) The Shareholders’ Meeting, voting under the quorum and majority conditions required for Ordinary Shareholders’ Meetings, approves, in accordance with Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the compensation policy for the Vice-Chairman of the Board and Deputy Chief Executive Officer as described in paragraph 2.7.2 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.
67 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021
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