MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

For the 2021 financial year, at its meeting of 25 February 2021, the Board of directors capped the annual variable remuneration for the current Chief Executive Officer at 40% of his annual fixed remuneration, and decided that its amount and payment would be subject to achieving the following performance criteria: • Quantitative/quantifiable financial criteria –– letting of available space and increase in rental income from assets to reach the target of net annualised rents of €10 million, –– completion of all works related to the extension of the Valentin shopping centre, including external works (car parks, planting) carried out by the condominium, by June 2021, and promotional launch of the enlarged shopping centre, –– preparation of the refnancing of bank debt maturing in June 2022. The expected achievement level of these quantitative/ quantifiable criteria is predetermined by the Board of directors, but not made public for confidentiality reasons. • Non-financial criteria –– fnalisation of a three-year strategic plan as part of the strategic guidelines set by the Board of directors, –– achieve an acquisition or disposal target, –– deployment of the Climate Plan adopted by the Board, with particular attention paid to reducing energy consumption. The variable remuneration criteria contribute to achieving the remuneration policy targets, as they aim primarily to consolidate and increase the rental revenue base generated by the Group, to leverage the potential value of its property assets, and to accelerate its CSR strategy for long-term growth. The Board of directors shall use the corporate/consolidated financial statements approved and audited by the Statutory Auditors as a basis on which to determine to what extent the variable remuneration performance criteria (and particularly the financial criteria) have been met. Long-term remuneration in cash or through the allocation of free shares and/or stock options The Board of directors reserves the option to implement long- term remuneration in cash or through the allocation of free shares and/or stock options for the Chief Executive Officer. The amount and payment/award of such remuneration will be dependent on the achievement level of the quantitative/ qualitative performance criteria assessed over a minimum three-year period, such as achieving an annualised rents target, an average target distribution over the period in question and/ or achieving the strategic plan objectives.

The long-term remuneration criteria will contribute to the remuneration policy targets. The Board of directors shall use the corporate/consolidated financial statements approved and audited by the Statutory Auditors as a basis on which to determine to what extent the long-term remuneration performance criteria (and particularly the financial criteria) have been met. In the event of a free allocation of shares, their value will be capped at a maximum of 30% of the annual fxed remuneration. There will also be a minimum three-year vesting period. The Board of directors shall also require that the Chief Executive Officer holds a specific proportion of these shares as registered shares until the termination of his duties. Exceptional remuneration The Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as completing a major transaction for the Company. The agreed amount of such exceptional remuneration may not exceed 25% of the annual fixed remuneration. Remuneration awarded for the office of member of the Board The Chief Executive Offcer, who is also a director, will not receive remuneration for his or her offce as a director. Benefits in kind The Chief Executive Officer has healthcare and personal risk cover. He or she included in the social security scheme for employees (sickness, disability, death, retirement) and the APICIL supplementary pension scheme. He or she may also beneft from a company car. Commitments If so decided by the Board of directors, and in accordance with the applicable regulations, in the event of the early termination of his or her duties, the Chief Executive Officer may receive severance pay subject to fulfilling financial performance conditions, and where necessary non-financial performance conditions. In this context, the Board of directors, at its meeting of 23 September 2020, agreed to the following commitment to the Chief Executive Offcer: In the event of a forced departure before the end of his or her term of offce, the Chief Executive Offcer will be allocated

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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