MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

2.

Information on the remuneration of corporate officers

2.1 Remuneration policy (2018 ex ante vote) This section is prepared in accordance with Articles L.225-37-2 and R.225-29-1 of the French Commercial Code and is an integral part of the corporate governance report. Law 2016-1691 of 9 December 2016 stipulates that in companies listed on regulated markets, the principles and criteria used to determine, allocate and grant the components of total remuneration and benefits in kind due to executive corporate officers in respect of their office must be submitted at least once a year for approval to the Ordinary General Meeting of Shareholders (ex ante vote). and exceptional components of the total remuneration and benefits in kind due to the Chief Executive Officer in respect of his office The principles and criteria used to determine, allocate and grant the components of the total remuneration and benefits in kind due to the Chief Executive Officer will be submitted for approval to the General meeting to be held in 2018 (ex- ante vote). As such, the Board of directors has taken the following principles into account in accordance with the recommendations of § 24-1 of the AFEP-MEDEF Corporate Governance Code of November 2016: • Comprehensiveness: the remuneration must be comprehensive. All components of remuneration must be taken into account in the overall remuneration evaluation; • Balance between the compensation components: each component of the remuneration must be clearly motivated and be in line with the Company’s interests; • Comparability: the remuneration must be assessed in the context of a business line and the benchmark market. If the market is a benchmark, it must not be the only one as the remuneration of an executive corporate officer depends on his/her responsibilities, the results obtained and the work performed. It can also depend on the nature of the duties entrusted to him/her and on specific situations (e.g. rescuing a firm in difficulty); • Consistency: the remuneration of the executive corporate officer must be consistent with that of the other Company managers and employees; • Understandability of rules: the rules must be simple, stable and transparent. Performance criteria used must correspond 2.1.1 Principles and criteria used to determine, allocate and grant the fixed, variable

to the Company’s objectives, be demanding and explicit and last for as long as possible; • Proportionality: the components of remuneration must be determined in a fair and balanced way and take into account the Company’s interest, market practices and the performance of managers and other Company stakeholders. The principles and criteria used to determine, allocate and grant the components of the total remuneration and benefits in kind due to the Chief Executive Officer, set by the Board of directors, are as follows: Annual fixed remuneration The Chief Executive Officer receives annual fixed remuneration payable in twelve monthly instalments whose amount is determined according to the extent of his duties and responsibilities, taking into account market practices. Annual variable remuneration The Chief Executive Officer receives annual variable remuneration capped at a percentage of the annual fixed remuneration, set in advance annually by the Board and not exceeding 100%. Payment of this remuneration is subject to achieving quantitative and/or qualitative targets set by the Board of directors for the year in question. At its meeting of 22 February 2018, the Board of directors capped annual variable remuneration for 2018 at 40% of the annual fixed remuneration and decided that its amount and payment would be subject to achieving the following targets: • Selling the last two office properties at the values indicated in the financial statements as of 31 December 2017; • Implementing the value-enhancement plans for retail properties; • Increasing rental revenue from the retail properties; • Acquiring and disposing of retail assets; • Preparing a complete data-room on the retail properties. Multiyear variable remuneration in cash The Board of directors reserves the right to award a multiyear variable remuneration in cash to the Chief Executive Officer whose amount and payment will be subject to achieving quantitative and/or qualitative objectives assessed over a minimum period of three years, such as reaching a target IRR over the period in question.

M.R.M. 2017 REGISTRATION DOCUMENT

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