DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Compensation of the members of the Board of Directors and executive officers

Compensation of the members of the Board of Directors 2.4 and executive officers

Compensationother than directors’fixed compensation Boris and Thomas Derichebourgperform operational functions within the Group and receive compensation paid to them by Derichebourg Environnementunder an employmentcontract,and by DBG Finances in the amountof €13,000(for each fiscal year). In April 2020, Boris and Thomas Derichebourg chose to temporarily waive 30% of their fixed compensation for the period from April to September 2020 due to the health situation and its economic consequences. Given the faster than expected recovery of the Group's business, Boris and Thomas Derichebourgwill receive their full fixed compensationfor the 2019/2020fiscal year. Benefitsin kind Boris and ThomasDerichebourgeach have a companycar. Boris Derichebourgis providedwith a Lexus or equivalentvehicleby the Group. Thomas Derichebourgis provided with a Zoé or equivalent vehicle by the Group. 2.4.1.2 It is recalled that, in respect of the fiscal year just ended and pursuant to Article L. 225-37-2of the French Commercial Code, the principles and criteria for determining,allocatingand awardingthe fixed, variable and exceptionalcomponentsof the total compensationand benefits of any kind to executive officers in respect of their office were approved by the shareholders’ combined general meeting of February 7, 2018 under the resolution relating to the Chairman and CEO, and by the shareholders’ combined general meeting of February 5, 2019 concerningthe DeputyCEO, and have not been amended. Fixed compensation Mr. DanielDerichebourgdoes not receive any compensationin respect of his positionas Chairmanand CEO. Directors received fixed compensationpaid to them by Derichebourg SA. Mr. Daniel Derichebourg has no employment contract with Derichebourgor any companycontrolledby the latter. Benefitsin kind A Citroën DS3 is placed at the disposal of Mr. Daniel Derichebourgby the Group. Compensation of executive corporate officers Compensationof Mr. DanielDerichebourg, 2.4.1.2.1 Chairman and CEO

Compensation policy focrorporate 2.4.1 officers In accordancewith the provisions of Article L. 225-37-2of the French Commercial Code, the Board of Directors, at the recommendationof the Appointments and Compensation Committee of December 2, 2020, submits the compensation policy for corporate officers for approvalby the combinedgeneralmeetingof February 10,2021. The Board of Directors sets out, reviews and implements the compensation policy for each of the corporate officers at the recommendationof the Appointmentsand CompensationCommittee. In accordance with the provisions of Articles L. 225-37-2 and R. 225-29-1 of the French Commercial Code, the Board sets a compensation policy in line with the Company's corporate interest, which contributesto its sustainabilityand is in line with its commercial strategy. In order to avoid any conflict of interest, the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer do not take part in discussions or votes on compensation and any commitments relatingthereto. The 2020 compensation policy for executive corporate officers is identical to that voted by the combinedgeneralmeetingsof February 7, 2018and February 5,2019. Directors’ fixed compensation Each director receives a fixed compensation linked to his/her activity, the maximum total amount of which is voted by shareholders at the ordinary general meeting. The combined general meeting of February 5,2019 set the compensationof the membersof the Board at the annual sum of €160,000 valid for the current fiscal year until further decisionof the generalmeeting. The distributionof the directors’fixed compensation,within the limit of the total maximum amount voted by shareholders at the general meeting, is decided by the Board of Directors. The Board of Directors, at its meeting of May 26, 2020, decided, upon acceptance by the members of the Board in view of the economic context, to halve the amount allocated to them and set it at €80,000. This amount was distributedequally among the various directors. Compensationfor the 2019/2020 fiscal year was paid in December 2020. Mr. Matthieu Pigasse indicatedthat he did not wish to receiveany compensation. Distribution of the directors’fixed compensation for the 2019/2020 fiscalyear Compensation of non-executive members 2.4.1.1 of the Board of Directors

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