GROUPAMA / 2018 Registration document
CORPORATE GOVERNANCE AND INTERNAL CONTROL COMPENSATION PAID TO AND EQUITY INTERESTS OWNED BY DIRECTORS
Under these circumstances, and given the attendance of the Directors in 2018, the variable portion of the Directors’fees paid by the Company tied to the attendance record outweighs the fixed portion.
Moreover, in 2018 certain Directors received attendance fees as members of the Board of Directors of the holding company, Groupama Holding, which was taken over by Groupama SA on 7 June 2018 prior to its conversion. Details of these fees are summarisedin the followingtable.
Table of Directors’ fees from 1 January to 6 June 2018 (figures in euros) ı (Gross amountsbefore tax levyand social securitycontributions*)
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Directors’ fees paid in 2018
Directors’ fees paid in 2017
By Groupama SA (1)
By Groupama Holding (1)
By Groupama SA
By Groupama Holding
Members of the Board of Directors
Total
Total
MoniqueAravecchia (appointed 28 June 2017 until7 June2018)
31,538
-
31,538
11,003
-
11,003
Michel Baylet
45,654
17,175
62,829
60,953
44,280
105,233
Isabelle Bordry (3)
42,909
-
42,909
58,208
-
58,208
Marilyn Brossat (appointed 28 June 2017 until7 June2018)
31,538
-
31,538
8,258
-
8,258
Thierry Chaudon (2)
-
-
-
-
-
-
DanielCollay
42,909
17,175
60,084
59,580
44,280
103,860
Jean-Pierre Constant (appointed 3 May2018) Amaury Cornut-Chauvinc (until 26 April 2018) AdaDi Marzo (3) (appointed 28 June 2017)
10,899
-
10,899
-
-
-
34,755
13,845
48,600
63,698
44,280
107,978
48,399
-
48,399
14,895
-
14,895
Marie-Ange Dubost
45,654
17,175
62,829
66,443
44,280
110,723
CarolineGrégoire Sainte Marie (3)
62,516
-
62,516
84,758
-
84,758
Michel L’Hostis
42,909
17,175
60,084
58,208
44,280
102,488
Jean-LouisPivard
48,399
17,175
65,574
66,443
44,280
110,723
Laurent Poupart
45,654
17,175
62,829
63,698
44,280
107,978
Bruno Rostain (3)
48,399
-
48,399
66,443
-
66,443
Liouba Ryjenkova (2)
-
-
-
-
-
-
François Schmitt
45,654
24,975
70,629
63,698
62,280
125,978
Groupama regional mutuals (4)
151,830
151,830
398,520
398,520
TOTAL
627,786
293,700
921,486
746,286
770,760 1,517,046
Gross Amounts before 12.8% tax levy and 17.2% social security contributions. * Some of Groupama SA’s attendance fees were paid after the conversion. Similarly, part of Groupama Holding’s attendance fees were paid after the (1) merger. Directors employed for a period of four years; they do not receive compensation for their term of office. (2) Independent Directors appointed by the General Meeting for a period of six years. (3) Directors’ fees for Directors who are Chief Executive Officers of regional entities are paid directly to their respective regional mutuals. (4)
Since 7 June 2018, Directors who are representativesof member mutuals of the Board of Directors have received allowances, and, pursuant to Article R. 322-120-3of the French Insurance Code, Independent Directorshave receivedcompensation. The General Meeting of 7 June 2018 decided on the maximum amount of €520,000 that may be allocated annually as allowances and reimbursementof expenses to Directors representingmember mutuals.
On 7 June, the Board of Directors fixed the amount of monthly allowances paid to Directors representingmember mutuals for the time spent in meetings inside the Group at €4,000. For meetings outside the Group and meetings of the Boards of foreign subsidiaries, held outside the internal meeting days, a flat-rate allowanceof €275per day is granted. In certain cases of absence, the monthly flat-rate allowances are reduced.
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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES
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