DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Related-party agreements

Related-party agreements 2.6

Finances, a company controlled by the family of Mr. Daniel Derichebourg,which aims to define the terms and conditions of DBG Finances’ influence over the definition and oversight of the Group’s strategy. An amendment to this agreement was signed on January 2, 2019 to amend the amount of compensationto €1,300 thousand, exclusive of VAT, for the 2019 and 2020 calendar years. The Board of Directors authorizedthis revisionat its meetingof December 4,2018. The servicescoveredby this agreementare: policymakingand definitionof the Group’sstrategicguidelines; p help with draftinga businessplan; p contacts with Management Boards of major national and p internationalclient groups; internal and externaldevelopmentof the Group’sbusiness; p support for acquisitions; p For the period from October 1, 2019 to September 30, 2020, DBG Finances invoiced Derichebourg for an amount of €1,300 thousand under this agreement. This amount was established according to a projected expenditure budget and covers in particular the compensation components paid by this company to Messrs. Daniel Derichebourg, Thomas Derichebourg, Boris Derichebourg and AbderrahmaneEl Aoufir, as detailedin section 2.4. Trademark licensing agreement 2.6.3 A trademark licensing agreement effective from March 1, 2009 for a fixed period of ten years was entered into between TBD Finances, which is controlledby the Derichebourgfamily, and Derichebourg.This agreement, which governs the use of the Derichebourg trademark, enables the Group to developits own clienteleand increase its loyalty. On December 4, 2018, the Board authorized the signing of a new agreement with the same conditions for another period of ten years startingMarch 1,2019. The amount of fees, after taking into account the update to an independent intellectual property expert’s report, was set at 0.07%of the Environment division’s consolidated revenue and 0.12% of the Multiservicesdivision’sconsolidatedrevenue. The fee under this contract for the fiscal year was €2,061 thousand. corporateevents and customerrelations; p assistancewith recruitingseniormanagers; p legal and tax consultancyservices; p financial,accountingand managementsupport. p

Provisions concerning related-party 2.6.1 agreements (Article 21of the bylaws) “Any agreementwhich links, either directly or throughan intermediate person, the Company and its CEO, one of its deputy CEOs, one of its directors, one of its shareholders holding a number of voting rights greater than the percentageset forth in Article L. 225-38of the French Commercial Code or, where the latter is a company shareholder, the Companywhich controls it as defined in Article L. 233-3of the French CommercialCode, must be submitted for prior approval by the Board of Directors. The same applies to any agreementsin which one of the people in the above list has an indirect interest. Prior authorization is also required for agreements between the Companyand any business if the CEO, one of the deputy CEOs or one of the directors of the Company is the owner, general partner, manager, director, member of the Supervisory Board or, in any other way, a managerof that business. The above provisions are not applicable to any agreements relating to ordinary transactions concluded under normal terms and conditions. Nevertheless, such agreements, except where their purpose or their financial implications are not material for any of the parties, must be brought to the knowledge of the Chairman of the Board of Directors by the interestedparty. The Chairman shall then inform the members of the Board and independentauditorsof the list of agreementsand their purposes.” Assessment procedure for outine agreements Pursuant to Article L. 225-39 of the French Commercial Code, the Board of Directors, at its meetingof December 3,2020, decided to set up a procedure to properly assess whether agreements relating to ordinary transactions concluded under normal terms and conditions meet these conditions. This procedure will be implemented by the General Secretariat, which will determine the criteria for a routine agreement(businessactivity, financial terms, etc.). No new related-partyagreementswere entered into during the year. The agreementsdescribed in paragraphs 2.6.2and 2.6.3 were entered into in previousyears and continuedduring this fiscal year.

Service Agreement 2.6.2

A service agreementwas concludedfor an initial three-year term, with effect from January 1, 2012, then renewed on January 1, 2015 and again on January 1, 2018 for successive three-year terms, with DBG

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