Compagnie des Alpes // 2020 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers
Compensation policy applicable to the Chief Executive Officer after separation of duties during FY 2020/2021: At its meeting of 28 January 2021, the Board of Directors ruled on the items of fixed and variable compensation that would apply to Dominique Thillaud as future Chief Executive Officer for FY 2020/2021 after separation of duties. The Board of Directors has decided that the components of compensation for Dominique Thillaud in respect of his interim office as Deputy Chief Executive Officer from 25 March 2021 to 31 May 2021 would be the same as those applicable once he became Chief Executive Officer. The items of compensation are as follows: a) Fixed portion of compensation: The annual fixed compensation of the Chief Executive Officer is set at €400,000. b) Variable portion of the compensation for 2020/2021: The Board of Directors also decided to apply the same percentage of variable compensation as that applicable to the Chairman and Chief Executive Officer, i.e. 12.5% of his fixed compensation. The quantitative objectives for 2020/2021 for which the variable portion is awarded are defined as follows: l from 0 to 6.25% ( i.e. a maximum of €25,000) according to 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. It is specified that the assessment of the quantitative criteria for the year 2020/2021 will be made on the basis of the effective opening date of the Ski areas and Leisure parks. The qualitative objectives for 2020/2021 for which the variable portion is awarded are defined as follows: l from 0 to 6.25% ( i.e. a maximum of €25,000) according to the following qualitative criteria: (i) support the Group in managing the Covid-19 health crisis, in particular: l secure the Group’s liquidity, l secure the operation of the sites in the Ski areas and Leisure parks; (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”), (iii) continue the roll-out of the first actions of the CSR roadmap (notably in the Ski areas).
The Appointments and Compensation Committee will assess the achievement of these objectives after the end of the 2020/2021 fiscal year, and on the basis of this review, the Board will decide to allocate all or part of the variable portion to the Chief Executive Officer. The variable portion allocated for FY 2020/2021 will be liquidated and paid during the following fiscal year, after approval by the Annual Shareholders’ Meeting called to vote on the fiscal year ended on 30 September 2021, in accordance with the Article L. 22-10-8 of the French Commercial Code. c) Other items of compensation: The Chief Executive Officer will also benefit from: l the profit-sharing agreement of Compagnie des Alpes, l the provision of a company vehicle, l the benefit of a defined contribution pension plan, l the benefit of the complementary health and personal protection plans of Compagnie des Alpes, l severance pay; (i) Compensation may be paid in the event of forced departure from the Company, following dismissal except in the event of serious misconduct or gross negligence (these concepts being assessed in the light of the criteria set by the French Labour Code); (ii) No compensation will be paid to the Chief Executive Officer (i) if he leaves the Company on his own initiative or (ii) if he exercises new executive functions within the Group, or (iii) if he has the option of claiming full pension rights, or (iv) in the event of serious misconduct or gross negligence. 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: (i) individual performance condition: it will be met if, on average, over the last two fiscal years, the average amount of bonus awarded by the Board of Directors to the Chief Executive Officer is greater than 30% of the maximum bonus attributable; (ii) Group performance condition: it will be met if, on average, over the last two fiscal years, and based on the consolidated financial statements, the EBITDA/revenue ratio is greater than or equal to 20% on a like-for-like basis, it being understood that this criterion will have to be assessed excluding the impact in relation to Covid-19 as long as the health crisis has a significant impact on the Group’s results. The amount of this severance payment will be equal to x1 the “reference annual compensation” of the 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. l private unemployment insurance from the Association pour la Garantie Social des Chefs et Dirigeants d’Entreprise – GSC.
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Compagnie des Alpes I 2020 Universal registration document
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