Compagnies des Alpes // 2019 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers
3.3.2 COMPENSATION AND BENEFITS OF ANY KIND AWARDED TO MEMBERS OF THE BOARD OF DIRECTORS
3.3.2.1 Compensation policy for Board members In accordance with section III, item III.6 of the Company’s Corporate Governance Charter, the Shareholders’ Meeting allocates a fi xed annual amount to Directors as compensation for their duties. The Board of Directors then freely distributes this amount among its members, possibly taking into consideration the members’ attendance record at Board and Committee meetings. The Board of Directors may award exceptional compensation, in cash or in kind, for speci fi c assignments entrusted to some of its members or because of the member’s distinctive profile or role; any such compensation must be approved through the regulated agreements procedure. Except within the framework of a legally-agreed employment contract, no other compensation may be awarded to directors. Except in exceptional circumstances (outlined below), members of the Board of Directors do not receive any compensation within the Group other than that received in respect of their duties as de fi ned in the fi rst paragraph above. The Shareholders’ Meeting of 18 March 2010 set the maximum annual amount that can be awarded to Board members at a total of €250,000 per fi scal year. This amount has not been modi fi ed since then and is thus applicable to all Board members in o ffi ce during the fi scal year, and until otherwise decided. The compensation is allocated on the basis of the following principles: l for the Board of Directors and Committees : fi xed compensation of €1,500 is allocated to each director on the basis of their actual attendance at Board and Committee meetings and time spent on Board and Committee work;
l for the non-voting member : the Board of Directors’ meeting of 14 March 2013 decided to grant Jacques Maillot compensation of €1,500 per Board meeting or Committee meeting attended, for the services he provides in his role as non-voting member. This compensation was maintained upon the renewal of term as a non- voting member by the Board of Directors on 9 March 2017. The Corporate Governance Charter invites Directors to reinvest in shares at least half of their net compensation due and actually received for a fi scal year in respect of their Directors’ duties, until they hold a minimum of 300 CDA shares. Directors who do not personally receive any compensation are excluded from this provision. 3.3.2.2 Compensation linked to Directors’ duties and other compensation paid to non- executive officers At its meeting of 17 October 2019, on the recommendation of the Appointments and Compensation Committee, the Board of Directors decided to allocate a total of €115,500 to the Directors and the non- voting member for the 2018/2019 fiscal year. The compensation allotted for one fi scal year (in relation to the meetings held in this fi scal year) is paid during the next fi scal year. The table below summarises all compensation paid to Board members for FY 2017/2018 and 2018/2019 by the Company, by controlled companies within the meaning of Article L. 233-16 of the French Commercial Code or by the controlling companies.
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Compagnie des Alpes I 2019 Universal registration document
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