Assystem - 2018 Register document
CORPORATE GOVERNANCE REPORT
COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE
– which took retroactive effect from 5 June 2015 – is appropriate in view of the nature of Philippe Chevallier’s office. Payment of this termination benefit would, however, be subject to the following conditions: ● the Statutory Auditors must have signed off on the consolidated financial statements, without any reservations and within the legally prescribed timeframe, throughout Philippe Chevallier’s term of office; ● average ROCE (after standard-rate tax) must amount to at least 6% for the three financial years preceding his departure. The termination benefit would not be payable in the event of gross negligence or wilful misconduct. EMPLOYMENT CONTRACT Neither of Assystem’s executive officers have an employment contract. BENEFITS IN KIND In accordance with the overall compensation policy applicable to executive officers, Dominique Louis and Philippe Chevallier have the use of a company car, which corresponds to a benefit in kind. Philippe Chevallier is also covered by an unemployment insurance policy specifically set up for executive officers. SUPPLEMENTARY PENSION PLAN Neither of the executive officers is covered by a supplementary pension plan in connection with their office. 126.96.36.199 Components of the compensation and benefits paid or awarded for 2018 to Dominique Louis and Philippe Chevallier In accordance with Article L. 225-100 of the French Commercial Code, the shareholders will be asked to approve the following components of the compensation and benefits paid or awarded for 2018 to each executive officer:
compensation for 2019 is based wholly on Assystem’s consolidated EBITA (i.e. EBITA including the share of profit of equity-accounted investees apart from Expleo Group). The amount payable in relation to this criterion will be determined on a straight-line basis between a floor (i.e., the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met), it being specified that EBITA corresponds to operating profit (including the share of profit of equity-accounted investees whose business is directly related to the business of the Company’s fully-consolidated entities) before share-based payment expense (free shares/performance shares and stock options), acquisition costs, capital gains and losses arising on business divestments, and non-recurring income and expenses related to unusual, atypical and infrequent events. The floors and caps set for the criterion cannot be disclosed as they are strategically and financially sensitive. The Board of Directors has decided that if a new executive officer were to be appointed, these same principles would apply to the variable compensation of the person concerned. If the new executive officer were appointed during the second half of a given year, the Board of Directors may assess his or her performance on a discretionary basis. LONG-TERM AND EXCEPTIONAL COMPENSATION Neither of Assystem’s executive officers receives any compensation classified as “long-term”, such as performance shares. In certain highly specific circumstances and in accordance with the principles set out in the AFEP-MEDEF Code, the Board may grant exceptional compensation to any current or newly-appointed executive officers. The payment of any such exceptional compensation would be subject to shareholder approval, as required under Article L. 225-100 of the French Commercial Code. DIRECTORS’ FEES Neither of Assystem’s executive officers receives any directors’ fees. COMPENSATION RELATED TO THE TERMINATION OF EXECUTIVE OFFICERS’ DUTIES ● Non-competition indemnity. Neither of the Company’s executive officers is entitled to an indemnity under a non-competition clause. Dominique Louis Dominique Louis would not be entitled to any termination benefit in the event of a forced departure from the Company. Philippe Chevallier On 9 March 2016, the Board agreed that if, for any reason, Philippe Chevallier’s term of office as CFO & Deputy CEO were to be terminated by the Company before the Annual General Meeting to be held in 2020 to approve the 2019 financial statements, then he would be entitled to a termination benefit of €500,000. The Board felt that this benefit ● Termination benefit.
● annual variable compensation and any multi-year variable compensation and the targets used for determining this variable compensation;
● exceptional compensation;
● stock options, performance shares and any other long-term compensation;
● indemnities related to taking up or terminating office;
● supplementary pension plan;
● benefits in kind. Consequently, in the ninth and tenth resolutions of the 16 May 2019 Annual General Meeting, the shareholders will be asked to approve the components of the compensation and benefits paid or awarded for 2018 to Dominique Louis (Chairman & CEO) and Philippe Chevallier (CFO & Deputy CEO).
REGISTRATION DOCUMENT 2018
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