MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

multiyear gross bonus of €250,000, the breakdown and terms of which were as follows: • A maximum amount of €150,000 gross in proportion to the achievement of a target internal rate of return (“IRR”) of 10% per annum in the period beginning 29 May 2013; • A maximum of €100,000 gross paid on the basis of an average annual evaluation, measured on a discretionary basis by the Board, within a range of between one and five, using the following method of calculation.

Insofar as neither the Company, nor its subsidiaries, operate any pension or supplementary pension schemes, these companies have not set aside, or recognised, any sums for the payment of pension, retirement or other benefits. 2.2.1 Remuneration of the Chief Executive Officer Pursuant to the recommendations of the AFEP-MEDEF Code applicable to the Chief Executive Officer, Jacques Blanchard does not have an employment contract with the Company. Annual remuneration At its meeting on 6 April 2017, the Board of directors decided that the Chief Executive Officer would receive, for 2017: • Gross fixed annual remuneration of €200,000 in 12 monthly payments; and • Variable annual remuneration of up to 40% of his gross fixed annual remuneration (or €80,000) conditional on (i) refinancing a bank loan maturing in 2017, (ii) implementing the value-enhancement plans for retail properties, (iii) increasing rental revenue from the retail properties, (iv) selling the last two office buildings, (v) acquiring and disposing of retail assets as and when the opportunity arises. At its meeting of 22 February 2018, the Board assessed the rate of targets reached by the Chief Executive Officer at 70%, corresponding to annual variable remuneration of €56,000 for 2017, payment of which is subject to approval by the Ordinary General Meeting of Shareholders of the components of remuneration paid or allocated to the Chief Executive Officer for said year (ex-post vote). Consequently, payment of this component will be made, subject to this condition, after the General Meeting to be held in 2018 to approve the financial statements for 2017. See section 2.3 below. Multiyear variable remuneration At its meeting of 6 April 2017, the Board of directors decided that the Chief Executive Officer would not receive a multiyear variable remuneration for 2017. For reference, in 2013 it had been planned that if Jacques Blanchard completed his term of office as Chief Executive Officer until the end of the Ordinary General Meeting held in 2017 to approve the financial statements for the year ended 31 December 2016, he would receive a maximum deferred

3 INDIVIDUAL PERFORMANCE BASED ON THE PROGRESS OF WORK ON THE FOUR-YEAR BUSINESS PLAN – WEIGHTED OVER FOUR YEARS

Evaluation

Bonus paid

1 2 3 4 5

100%

75% 50% 25%

0%

Regarding the share of the multiyear variable remuneration based on achieving a target IRR over the period, the Board at its meeting of 23 February 2017 noted that the target had been attained at 17.2%, corresponding to an amount due of €25,800 gross. Regarding the share of the multiyear variable remuneration based on the average annual evaluation, the ratings for each financial year over the period of 2013: 1–2014: 2–2015: 2–2016: 2 give a weighted average annual rating over four years of 1.75, corresponding to an amount due based on the evaluation of the Board of €81,250 gross. Consequently, given that his term of office lasted until the General Meeting held in 2017 to approve the financial statements for the year then ended, the Chief Executive Officer received a multiyear variable remuneration for 2013- 2016 of €107,050 gross in 2017. Benefits in kind In accordance with the Board’s decision of 6 April 2017, the Chief Executive Officer has healthcare and personal risk cover as well as a company car.

Severance pay None.

M.R.M. 2017 REGISTRATION DOCUMENT

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