Econocom - 2019 Universal registration document

05 management report

corporate governance statement

Total compensation for 2019, including payroll costs

Six of the executive Directors, Executive Committee members and non-executive Directors with operational functions have a company car. Stock options and free 5.7.2.4. shares granted Some of the executive Directors, Executive Committee members and non-executive Directors with operational functions benefit from stock option and/or performance share plans. Moreover, the Annual General Meeting of 17 ژ May 2016 approved the terms of a free share plan involving 1,125,000 shares (or 2,250,000 ژ shares after the share split). At its meeting of 19 ژ May 2016, the Board of Directors awarded 220,000 (440,000 after share split) of those free shares to one executive Director and member of the Executive Committee, of which 70,000 (140,000 after share split) vested in 2017, 80,000 (160,000 after share split) in 2018, and 35,000 (70,000 after share split) in 2019; the remainder of those shares (35,000, or 70,000 after share split) was lost as a result of a failure to meet performance conditions. At its meeting of 26 ژ February 2018, the Board of Directors awarded 15,000 of those free shares to one member of the Executive Committee; 15,000 ژ shares vested in 2019. At 31 ژ December 2019, the executive Directors, Executive Committee members and non-executive Directors held 1,137,157 ژ stock options entitling them to 2,274,314 Econocom group shares (after the share split) at a total subscription price of €6.6 ژ million, as well as 750,000 Econocom group performance shares.

in €

3,729,418 2,176,833

Fixed portion (1)

Variable portion (2)

Pensions and other compensation, including benefits in kind (3)(4)

889,374

1,947,404

Payroll costs (5)

Attendance fees Total

8,743,029 Of which €29 thousand in respect of 2019 and paid (1) in 2020. Of which €1,840 thousand remaining to be paid in (2) 2020. The non-finalised variable portions were recorded on the assumption that 100% of targets were met. Of which €889 thousand yet to be paid in 2020. (3) Of which €313 thousand in respect of departure (4) transactions. Of which €644 thousand yet to be paid in 2020. (5) This information refers to compensation including payroll costs paid to executive Directors and Executive Committee members in office in 2019, as well as compensation paid to non-executive Directors with operational functions, namely Véronique di Benedetto. Eleven of the managers with operational functions were compensated under their employment contract as employees of Econocom group’s companies. Five indirectly received compensation through a company controlled by Econocom group, as a corporate officer of an Econocom group company and/or as a service provider. This lump-sum compensation is included in the summary table above. Lastly, the compensation paid to Jean-Louis Bouchard, Chairman of the Board of Directors, Chief Executive Officer and Chairman of the Executive Committee, is set out in section ژ 5.7.2.2.

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2019 annual report