Compagnies des Alpes // 2019 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers
General principle The Company’s executive corporate o ffi cers ( i.e. the Chairman and Chief Executive O f ficer and the Deputy Chief Executive O f ficer up until 15 October 2018) are covered by a mixed complementary retirement scheme, comprising a de fi ned-contribution pension plan and a de fi ned-bene fi t pension plan, in accordance with the provisions of Article L. 911-1 of the French Social Security Code. The de fi ned-contributions pension plan (Article L. 242-1 of the French Social Security Code) bene fi ts all of the sta ff of the headquarters entities, including executive corporate o ffi cers, with no condition of presence or seniority. The de fi ned contributions (individual accounts) are equal to 7% of the annual compensation for each beneficiary (capped at fi ve times the annual social security ceiling, or €202,620 on an annual basis in 2019). Contributions to the savings plan are split between the employer (4%) and bene fi ciary (3%), notwithstanding the bene fi ciary’s status and age. The rights are acquired monthly and liquidated when the bene fi ciaries end their professional career. The de fi ned-bene fi t pension plan (Article L. 137-11 of the French Social Security Code), which is fully funded by Compagnie des Alpes, is open to corporate o ffi cers, senior executives and category-CIII executives (72 bene fi ciaries). This second plan allows beneficiaries who end their professional career within the Group to bene fi t, when they take their pension, from a retirement pension equal to 1% of their basic annual salary (last basic annual salary comprising fi xed and variable parts) per year of seniority, up to a maximum of 10% of this compensation, less the pension received under the de fi ned contribution plan. Upon retirement, the bene fi ciary 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 de fi ned-bene fi t 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 Loi Pacte of 22 May 2019. The conditional bene fi ts granted under this plan are frozen as of 1 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 and Chief Executive Officer 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 O ffi cer 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 o ffi ce.
(b) the severance pay is subject to individual and Group performance criteria. These performance criteria shall be assessed on the date the tenure of corporate o ffi ce is terminated: l individual performance criteria: shall be met if, averaged over the previous three full fi scal years, the average bonus awarded by the Board of Directors to Dominique Marcel exceeds 30% of the maximum bonus, l Group performance criteria: shall be met if, averaged over the previous three full fi scal years, and on the basis of the consolidated accounts, the EBITDA margin is at least 20% like for like. The Board of Directors may revise these performance criteria whenever a mandate is renewed; (c) the amount of this severance pay will be twice Dominique Marcel’s “basic annual salary”. 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 fi nancial instruments and stock options granted during that period. Severance pay shall only be due after the CDA Board of Directors has ascertained that the above criteria have been met. It shall be deemed to include any compensation for unfair dismissal. (vii) Financial terms of the departure of Deputy Chief Executive Officer Agnès Pannier-Runacher on 15 October 2018 In accordance with the AFEP-MEDEF Code of Corporate Governance, the fi nancial terms of the departure of Agnès Pannier-Runacher, the Deputy Chief Executive O ffi cer until 15 October 2018, are set out in detail in this section and in section 3.3.1.4. (viii) Private unemployment insurance for Dominique Marcel, Chairman and Chief Executive Officer On 9 March 2017, in accordance with the provisions of Article L. 225- 38 of the French Commercial Code, 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 O ffi cer. Note that Dominique Marcel does not have an employment contract with the Company. This insurance pays a daily indemnity to corporate o ffi cers in the event of an involuntary termination of professional activity due to dismissal or non-renewal of term of o ffi ce. Accordingly, the corporate o ffi cer will receive, from the 31 st day of the involuntary loss of professional activity and for its duration, daily unemployment bene fi ts for a maximum period of 24 months (after the end of the fi rst year of a ffi liation). The total amount of compensation paid in the event of involuntary loss of professional activity may in no case exceed 70% of the annual net income of the previous fi scal year, excluding any dividends. In respect of the 2018/2019 fi scal year, the unemployment insurance expense paid by the Company amounted to €13,000. (ix) Regulated and collective complementary retirement scheme Complementary retirement schemes supplement the basic and supplementary state pensions.
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Compagnie des Alpes I 2019 Universal registration document
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