Compagnie des Alpes // 2021 Universal Registration Document
6 SHARE CAPITAL AND SHAREHOLDING Share capital
6.1.5 INTERESTS OF DIRECTORS AND EMPLOYEES IN THE SHARE CAPITAL OF COMPAGNIE DES ALPES
Full vesting of performance shares granted under Plan no. 22 Following an assessment of the achievement of the performance criteria, 67,050 performance shares granted under Plan no. 22, implemented in 2019, were fully vested. The vesting of performance shares granted under Plan no. 22 not only required the beneficiaries to be part of the Group on the vesting date but was subject to the following performance criteria being met. For members of the Executive Committee, the shares awarded were to be fully vested only: (i) for half of the shares awarded, if the Group’s financial targets, as defined in Chapter 5, Note 1.11 to the Consolidated Financial Statements, had been achieved, measured on the basis of ROCE growing over two years (cumulated ROCE 2018/2019 and 2019/2020) relative to the previous two years (cumulated ROCE 2016/2017 and 2017/2018); and (ii) for half of the shares awarded, if a qualitative performance condition, relating to the contribution to the Group’s strategic objectives and to the implementation of the Business Plan of Compagnie des Alpes, assessed over two years (2018/2019 and 2019/2020), has been met. The Board of Directors meeting of 25 January 2021 noted the failure to fulfil the economic performance condition on which 50% of the definitive allocation of the performance shares allocated to the members of the Executive Committee rested. It found that the ROCE target had been met at 30 September 2020, so the award based on the achievement of Group targets was 0%. Following the assessment of the achievement of the qualitative performance criterion, for which the Chairman and Chief Executive Officer is responsible, the members of the Executive Committee were awarded a total of 5,700 shares. For other recipients, bonus shares will be fully vested only if a qualitative performance condition has been met, relating to “the contribution of each beneficiary to the implementation of the Business Plan of Compagnie des Alpes and its managerial performance”, over two years (2018/2019 and 2019/2020). This contribution was assessed for each beneficiary by the Executive Management. A total of 53,350 shares became fully vested for 165 senior executives and other members of the Group’s management. From their vesting date, performance shares awarded under Plan no. 22 must be held for at least one year. History and status of performance share plans in force (Table 10 of the AMF classification) Outstanding plans are shown in Chapter 5 in Note 6.10 to the consolidated financial statements. The free shares granted within the Group are all Compagnie des Alpes shares. A total of 191,657 rights to bonus shares remained in circulation on 30 September 2021. These shares will only be fully vested once the Board of Directors determines that the performance conditions have been achieved. They represent 0.38% of the share capital of Compagnie des Alpes. With the exception of the plans described above, there are no other potentially dilutive instruments.
From fiscal year 2009/2010, the plans implemented by Compagnie des Alpes to build loyalty amongst senior executives and certain Group managers were limited to “performance share grants”, excluding any issue of stock options. Compagnie des Alpes’ Executive corporate officers no longer wished to receive these awards as of the 2009/2010 fiscal year. 6.1.5.1 Stock options On the date of publication of this annual report there were no outstanding stock options. 6.1.5.2 Performance shares Performance shares awarded for the 2020/2021 financial year In its nineteenth resolution, the Extraordinary Shareholders’ Meeting of 25 March 2021 authorised the Board of Directors to allocate bonus shares subject to conditions. By decision of 27 April 2021, the Chairman and Chief Executive Officer of the Company, upon delegation from the Board of Directors which had approved the implementation of bonus share allocation plan no. 24, implemented this delegation and decided to grant 73,535 free shares under plan no. 24 for the benefit of 176 beneficiaries. As with previous plans, shares will only be fully vested, in whole or in part, at the end of a two year vesting period, if the beneficiary remains at the Group (notwithstanding retirement) and has met the performance targets. For the members of the Executive Committee (excluding executive corporate officers), the shares initially allocated will not be definitively vested by their beneficiaries: (i) for half of the shares granted, subject to the achievement of the Group’s economic objectives measured on the basis of changes in ROCE (return on capital employed). Given the Covid-19 health crisis and its strong impact on ROCE, this criterion will be assessed based on the ROCE for 2021/2022 compared to the reference ROCE preceding the Covid-19 crisis, i.e. 2018/2019; and (ii) half, subject to the achievement of a qualitative performance condition assessed by the Chairman and Chief Executive Officer, with regard to the “contribution of each of the beneficiaries to the achievement of the Group’s strategic objectives and the implementation of the implementation of the Compagnie des Alpes Corporate Plan”, assessed over two years (2020/2021 and 2021/2022). For other recipients, bonus shares will be fully vested only if a qualitative performance condition has been met, relating to “the contribution of each beneficiary to the implementation of the Business Plan of Compagnie des Alpes and its managerial performance”, over two years (2020/2021 and 2021/2022), and assessed, for each beneficiary, by the Chief Executive Officer, on the proposal of his superior. Assuming they are fully vested, these shares will then have to be held for at least one year by their beneficiaries. These shares are recognised at fair value at the grant date, without subsequent revaluation. Fair value is determined by an actuarial calculation using the binomial options-pricing model, after taking into account the probability of the average time of participation of beneficiaries at the end of the vesting period. The resulting unit value of the share is €15.595 after the capital increase for Plan no. 24.
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Compagnie des Alpes I 2021 Universal registration document
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