Compagnie des Alpes // 2021 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers
PRESENTATION OF THE COMPENSATION PAID DURING THE FINANCIAL YEAR OR AWARDED FOR THE FINANCIAL YEAR 2020/2021 TO DOMINIQUE MARCEL, IN RESPECT OF HIS OFFICE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER UNTIL 31 MAY 2021
Amounts due or awarded for financial year 2020/2021
Compensation elements Fixed compensation (1) Variable compensation (2)
Comments
€266,664
Gross fixed compensation 2020/2021. i.e. 12.5% of the basic annual compensation.
€33,333
Multi-year variable compensation
N/A
Dominique Marcel does not receive any multi-year variable compensation.
Compensation related to the duties as Director and Chairman of the Board of Directors
N/A
None of the executive corporate officers of CDA receives compensation related to the activity of Director (formerly Directors’ fees) in respect of the offices held within the Group.
Exceptional compensation N/A
Dominique Marcel does not receive any exceptional compensation.
Profit-sharing agreement Stock option or performance share grants
€42 N/A
Dominique Marcel benefits from the profit-sharing agreement in force within CDA. Dominique Marcel, like the other executive corporate officers, is not a beneficiary of performance share plans. Taking note of the end of the executive functions of Mr Dominique Marcel within the Group and as indicated in the 2020 Universal registration document, the Board of Directors noted, given the achievement of the performance criteria required in this respect, that the case for severance pay owed to Mr Dominique Marcel was triggered, as defined by the Board of Directors on 19 March 2009 and renewed in 2013 and in 2017. This compensation amounts to €1.16 million including social security charges. Payment of this compensation will be made after the General Meeting held to approve the financial statements closed on 30 September 2021. Dominique Marcel benefits from the supplementary retirement scheme applicable to Group executive corporate officers and senior executives, comprising a defined contribution plan and a defined benefit plan guaranteeing a pension equal to 1% of the last annual compensation (fixed + variable) per year of service capped at 10% of this last compensation. Note: prior commitment authorised by the Board and approved by the Shareholders’ Meeting under related-party agreements and commitments. Dominique Marcel benefits from the defined contribution retirement scheme (Article 83 of the French General Tax Code) applicable to the Group’s corporate and executive officers. At 30 September 2021, the employer’s share of the defined contributions of Dominique Marcel amounted to €5,485. Dominique Marcel is covered by the collective health and pension plan in operation at CDA, in the same way and under the same conditions as other employees. On 25 March 2021, the Board of Directors approved the purchase by the Company of private unemployment insurance from the Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC) for Dominique Marcel in his capacity as Chairman and Chief Executive Officer. This insurance pays a daily indemnity to corporate officers in the event of an involuntary termination of professional activity due to dismissal or non-renewal of term of office. The total amount of compensation paid is capped (see above). Dominique Marcel is not subject to a non-competition clause. Dominique Marcel has been allocated a company car.
Welcome or severance package €857,168
Non-competition indemnity N/A
Complementary retirement plan
The actuarial obligation at 30 September 2021 was €1,466,471.
Defined contribution supplementary retirement scheme Complementary health and pension plan Benefits of all kinds Private unemployment
€5,485
-
€7,660
At 30 September 2021, the unemployment insurance expense paid by the Company amounted to €19,776.14 for the financial year
(1) At the meeting of the Board of Directors of 9 March 2017, Dominique Marcel agreed that his overall compensation should be capped and therefore reduced to comply with the rules imposed on public sector companies, even though Compagnie des Dépôts de Alpes, a private company, is not subject to this regulation. The annual gross fixed compensation for Dominique Marcel has not changed since the Board of Directors’ decision on 9 March 2017. (2) Based on the work and proposals of the Appointments and Compensation Committee, the Board of Directors at its meeting of 19 January 2022 reviewed the level of achievement of the targets. It noted, following the opinion of the Appointments and Compensation Committee, that the performance criteria for the variable compensation of Dominique Marcel had been met for 100% of the targets. Indeed, both the quantitative and qualitative criteria described in the Universal registration document fees were completed in the context of an unprecedented health crisis. As a result, it decided that Dominique Marcel would receive, during the 2021/2022 financial year, in respect of the 2020/2021 financial year, 100% of his annual variable compensation, i.e. a gross amount of €33,333, which is less than 12.5% of his annual fixed compensation.
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Compagnie des Alpes I 2021 Universal registration document
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