Compagnie des Alpes // 2020 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers
At its meeting of 28 January 2021, the Board of Directors reiterated the principle of this severance package by specifying the conditions for triggering its payment. A termination indemnity may thus be paid by the Company to the Chairman and Chief Executive Officer under the following conditions (1) : (a) compensation will be paid in the event of forced departure from the Company, regardless of the form of such departure and in particular following the revocation or non-renewal of his position as Chairman and Chief Executive Officer, except in case of serious misconduct or gross negligence (as defined by the French Labour Code). No compensation will be paid to Dominique Marcel (i) if he leaves the Company on his own initiative or (ii) if he performs new duties or changes position within the Group, or (iii) if he has the option to claim his pension rights at full rate, or (iv) in the case of serious misconduct or gross negligence; (b) the severance pay is subject to individual and Group performance criteria. These performance criteria shall be assessed on the date the tenure of corporate office is terminated: l individual performance condition: it will be met if, on average, over the last three fiscal years, the average amount of bonus awarded by the Board of Directors to the Chairman and Chief Executive Officer is greater than 30% of the maximum bonus attributable, l Group performance criteria: shall be met if, averaged over the previous three full fiscal years, and on the basis of the consolidated accounts, the EBITDA margin is at least 20% like for like. The Board of Directors may revise these performance criteria whenever a mandate is renewed; (c) the amount of this severance payment will be equal to twice the “reference annual compensation” of the Chairman and Chief Executive Officer. The basic annual salary shall be his last gross basic annual salary, including the gross amount of the bonus paid to him for the most recent full fiscal year, and excluding the amount of benefits in kind, reimbursements for professional expenses and any financial instruments and stock options granted during that period. After discussions with the members of the Board, Dominique Marcel accepted in advance the renewal of his term of office as Chairman and Chief Executive Officer until 31 May 2021, if his term of office as Director were renewed at the Shareholders’ Meeting of 25 March, in order to oversee the transition with the new general management. In this context, the departure of Dominique Marcel from his position as Chairman and Chief Executive Officer on 31 May will constitute a triggering of the severance payment as defined by the Board of Directors on 19 March 2009 and renewed in 2013 and in 2017. Subject to the approval by the Shareholders’ Meeting of 25 March of the amount of his compensation for FY 2019/2020, the Board notes, as of this date, that the performance criteria mentioned in (b) above shall be fulfilled in the event of the termination of his duties as Chairman and Chief Executive Officer on 31 May 2021.
(b) The variable compensation in respect of the 2020/2021 fiscal year for the Chairman and Chief Executive Officer will be calculated according to the following targets: The Board of Directors of 28 January 2021 decided that the variable compensation of the Chairman and Chief Executive Officer for the 2020/2021 fiscal year could change by: l from 0 to 6.25% (up to a maximum of €25,000) of the annual fixed compensation based on the following quantitative criteria: l from 0 to 3.125% based on Group EBITDA for the fiscal year, l from 0 to 2.125% based on Group net debt calculated at the end of the fiscal year, l from 0 to 1% based on the free cash flow for the fiscal year, l from 0 to 6.25% of the annual fixed compensation ( i.e. a maximum of €25,000) based on qualitative criteria in relation: l (i) to supporting the Group in managing the Covid-19 health crisis, in particular: l securing the Group’s liquidity, l securing the operation of sites in Ski areas and Leisure parks, l (ii) in the Ski areas and Leisure parks, pursue the objective of building loyalty and winning new customers, in particular through digitisation projects (“open resorts” and “sales tunnel”), l (iii) to the continued roll-out of the first actions of the CSR roadmap (in particular in the Ski areas). (III) Profit-sharing agreement The Chairman and Chief Executive Officer is the beneficiary of the Compagnie des Alpes profit-sharing agreement. For more information on this agreement, see section 4.2.4.2 “Compensation and employee benefits” in Chapter 4 “Statement of Non-Financial Performance”. (IV) Benefits in kind In the performance of his duties, the Chairman and Chief Executive Officer is provided with a vehicle made available by the Company (see table in section 3.3.2.1). (V) No granting of stock options and performance shares At his request, the Chairman and Chief Executive Officer of Compagnie des Alpes is no longer one of the beneficiaries of the Plans implemented by Compagnie des Alpes since FY 2009/2010. (VI) Conditional severance pay for the Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer may be awarded a severance payment attached to the termination of his corporate office. The Chairman and Chief Executive Officer’s severance package was determined by the Board of Directors on 19 March 2009 and approved for the first time by the Shareholders’ Meeting of 18 March 2010. The continuation of this commitment was then submitted twice to the Shareholders’ Meeting for approval when the term as Director of Dominique Marcel was renewed (Shareholders’ Meetings held in 2013 and 2017).
(1) Conditions for attribution and calculation comparable to those that had been decided for the duration of his previous mandate, but restated by the Board of Directors to take into account changes in the provisions of the AFEP-MEDEF Code in this regard.
70
Compagnie des Alpes I 2020 Universal registration document
Made with FlippingBook Annual report