Compagnie des Alpes // 2021 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

B. Compensation policy for the Chairman of the Board of Directors, non-executive corporate officer for the financial year 2021/2022 The compensation policy for the Chairman of the Board of Directors is discussed by the Appointments and Compensation Committee, which then submits an opinion to the Board of Directors. The Chairman of the Board of Directors is not a member of the Appointments and Compensation Committee and does not attend discussions concerning his compensation during meetings of the Appointments and Compensation Committee or the Board of Directors. The Chairman does not have an employment contract with the Company or any performance share plans implemented within the Group, in accordance with the AFEP-MEDEF Code of Corporate Governance. He does not receive any compensation in respect of his office as Director within the Company or for the offices of Director held in all other Group companies, nor any exceptional compensation. The Chairman receives: l a benefit in kind, in the form of a company car; l the cover provided by the Group insurance plan (supplementary retirement scheme) composed of membership of a defined benefit pension plan and membership of a defined contribution pension plan; l the cover provided by the supplementary health and pension plan in force within the Company. (I) 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). (II)Regulated and collective supplementary retirement scheme Complementary retirement schemes supplement the basic and supplementary state pensions. General principle The Chairman of the Company benefits from a mixed supplementary retirement scheme, comprising a defined contribution pension plan and a defined benefit pension plan, in accordance with the provisions of Article L. 911-1 of the French Social Security Code. The defined contribution pension plan (Article L. 242-1 of the French Social Security Code) benefits all of the staff of the headquarters entities, including the executive corporate officer, with no condition of presence or seniority. The defined contributions (individual accounts) are equal to 7% of the annual compensation for each beneficiary (capped at five times the annual social security ceiling, or €205,680 on an annual basis in 2021). Contributions to the savings plan are split between the employer (4%) and beneficiary (3%), notwithstanding the beneficiary’s status and age. The rights are acquired monthly and liquidated when the beneficiaries end their professional career.

The defined benefit plan (Article L. 137-11 of the French Social Security Code), which is fully covered by Compagnie des Alpes, was open to corporate officers and senior executives. This second plan allows beneficiaries who end their professional career within the Group to benefit, when they take their pension, from a retirement pension equal to 1% of their basic annual salary (last basic annual salary comprising fixed and variable parts) per year of seniority, up to a maximum of 10% of this compensation, less the pension received under the defined contribution plan. Upon retirement the beneficiary may opt to receive a life annuity with a 60% survivor pension. The pension plan contributions paid by the Company are not subject to employer social security contributions, nor to the CSG (general social contribution) or CRDS (social debt reimbursement contribution) levies. The Company must pay an employer social security contribution amounting to 32% of the pensions liquidated since 1 January 2013. It should be noted that CDA closed its defined-benefit pension plan on 4 July 2019, following the recent legislative changes in this regard, stemming from the Order of 3 July 2019 implementing the so-called “Pacte” law of 22 May 2019. The conditional benefits granted under this plan are frozen as of 1 st January 2020 and will remain subject to the conditions provided under the plan’s current rules. Estimated amount of the pension of Dominique Marcel, Chairman The continuation of this commitment regarding Dominique Marcel was approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017, when his mandate as Chairman and Chief Executive Officer of the Company was renewed. At its meeting of 9 March 2017, the Appointments and Compensation Committee noted that Dominique Marcel had already reached the maximum level of conditional benefits under the defined benefit pension plan (Article 137-11 of the French Social Security Code). According to the terms of the pension regulations, the annual pension increases by 1% per year of seniority and is capped at 10% of the reference compensation. However, Dominique Marcel has more than ten years of seniority. Consequently, no increase in the conditional rights under the said pension plan will be granted to Dominique Marcel during the term of his office. In this context, the Board of Directors has decided to recognise the “freezing” of pension rights under the above-mentioned plan as of 9 March 2017, by using the compensation granted for the 2015/2016 financial year as a reference. Consequently, the Board of Directors did not deem it useful to define performance conditions. The closure and freezing of this plan have no impact on Dominique Marcel’s rights, as decided by the Board. As such, Dominique Marcel retains this right at the end of his office as Chairman of the Board of Directors. (III) Supplementary health and pension plan The Chairman and Chief Executive Officer is covered by the collective health and pension plan in force within the Company, in the same way and under the same conditions as other employees.

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Compagnie des Alpes I 2021 Universal registration document

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