Compagnie des Alpes // 2021 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers
TABLE SUMMARISING THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR FINANCIAL YEAR 2021/2022
Compensation elements Fixed compensation Variable compensation
Comments
The Chairman of the Board of Directors does not receive any fixed compensation. The Chairman of the Board of Directors does not receive any variable compensation. The Chairman of the Board of Directors does not receive compensation for his office as Director and Chairman of the Board of Directors of the Company or for the offices he holds within the Group. The Chairman of the Board of Directors does not receive any exceptional compensation. The Chairman of the Board of Directors does not benefit from any performance share plans. The Chairman of the Board of Directors is a member of the supplementary retirement plan applicable to the Group’s executive corporate officers and senior executives, this comprises a defined contribution plan and a defined benefit plan that guarantees, upon retirement, a pension equal to 1% of his last annual compensation (fixed + variable) per year of seniority, up to a maximum of 10% of this last compensation. The Chairman of the Board of Directors 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.
Compensation related to the duties as Director and Chairman of the Board of Directors
Exceptional compensation
Stock option or performance share grants
Complementary retirement plan
Complementary health and pension plan
Benefits of all kinds
The Chairman of the Board of Directors has a company car.
C. Compensation policy for the Chief Executive Officer for financial year 2021/2022 The compensation policy for the Chief Executive Officer is discussed by the Appointments and Compensation Committee, which then submits an opinion to the Board of Directors. The Chief Executive Officer does not attend the discussions concerning his compensation during the meetings of the Appointments and Compensation Committee or the Board of Directors. The components of compensation for the Chief Executive Officer 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 2021/2022 The variable portion of the Chief Executive Officer ’s annual compensation is represented by annual bonuses, linked to the achievement of both qualitative and quantitative objectives set for each financial year. The Board of Directors, on the proposal of the Appointments and Compensation Committee, defines each of the annual objectives set for the Chief Executive Officer for the current financial year on the basis of quantitative (relating to 50% of the variable portion) and qualitative criteria (including non-financial items related in particular to the Company’s social and environmental responsibility) in accordance with the AFEP-MEDEF Corporate Governance Code (relating to the remaining 50%). Following the end of the financial year, the Appointments and Compensation Committee assesses the achievement of these targets over the past year and, on the basis of its appraisal, the Board then decides to grant the executive corporate officers all or part of the variable portion of the compensation expressed as a percentage of the annual fixed compensation. In order to assess the achievement of these objectives, the Appointments and Compensation Committee issues a decisive opinion: l a percentage of achievement of the quantitative performance criteria (based on the Company’s financial results, subject to review of the economic indicators by the Audit and Finance Committee and their approval by the Board of Directors); and
l a percentage of achievement of the qualitative criteria based on an analysis specifying the achievement of the planned objectives provided by the Company’s management. The Board of Directors then makes its decision to allocate all or part of the variable portion according to the recommendation made by the Appointments and Compensation Committee. The variable portion of the compensation allocated for a fiscal year is therefore liquidated and paid during the following year, after approval by the Annual General Meeting of Shareholders, in accordance with Article L. 22-10-8 of the French Commercial Code. Variable compensation in respect of financial year 2021/2022 is attached to his total fixed compensation. It is between 0% and 12.5% of his fixed compensation ( i.e. a maximum of €50,000). The quantitative objectives for 2021/2022 governing the award of the variable portion of the CEO’s compensation were 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 financial year. The context of the health crisis linked to Covid-19 can have an impact on the quantitative objectives, independently of the performance of executives. In this context, at its meeting of 19 January 2022, the Board of Directors decided to allow itself to adjust, on a discretionary basis, the quantitative objectives governing the variable portion of the compensation of the executive corporate officers if exceptional circumstances outside the Company have a material adverse effect on the achievement of said objectives, on the recommendation of the Appointments and Compensation Committee. This provision aims to allow the Board of Directors to ensure a balance between the compensation policy, the performance of executive corporate officers and the Group’s performance. The qualitative objectives for 2021/2022 governing the award of the variable portion of the CEO’s compensation were defined as follows: l from 0 to 6.25% ( i.e. a maximum of €25,000) according to the following qualitative criteria: 1. Implement new growth drivers, in particular: a. Apply the “Master Planning” approach to summer projects over at least two of the Group’s mountain areas,
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Compagnie des Alpes I 2021 Universal registration document
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