NATIXIS - Universal registration document and financial report 2019
FINANCIAL DATA Consolidated financial statements and notes
Compensation of corporate officers Compensation for corporate officers is granted as presented in the standardized tables compliant with AMF recommendations in Section 2.4 of the registration document. The table below shows the compensation paid in the fiscal year.
FY 2018 (c)
FY 2019
Laurent Mignon, Chairman of the Board of Directors Compensation for the fiscal year Value of options granted during the fiscal year Value of bonus shares granted during the fiscal year François Riahi, Chief Executive Officer Compensation for the fiscal year (a) Value of options granted during the fiscal year Value of bonus shares granted during the fiscal year (b) TOTAL
€300,000
€175,000
€0 €0
€0 €0
€300,000
€175,000
€1,790,646
€996,244
€0
€0
€160,000
€93,333
TOTAL
€1,950,646
€1,089,577
Of which a family allowance of €2,384 in 2019 and €1,388 in 2018. (a) Corresponding to the value of the shares on the allocation date, for a fair value of €79,587 for 2019 and €55,372 for 2018. (b) Laurent Mignon, Chairman of the Board of Directors as of June 1, 2018 and François Riahi, Chief Executive Officer as of June 1, 2018. (c)
The amount of severance pay is equal to: Monthly Reference Compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income, Group share, ROE and the cost/income ratio reported for the two years prior to leaving the Company. Satisfaction of these criteria will be verified by the Board of Directors as necessary. Average Natixis net income Group share for the period in 1. question equal to or higher than 75% of the expected budget average (2) for the period; Average Natixis ROE for the period in question equal to 2. or higher than 75% of the expected budget average* for the period; Natixis’ cost/income ratio less than 75% at the time of leaving 3. (last half-year closed). The amount of the payment shall be determined based on the number of performance criteria met: if all three criteria are met: 100% of the agreed payment; V
Executive officer pension plans Natixis’ Chief Executive Officer receives the retirement benefits plan offered to senior management officers (“hors classification”). Social Security contributions in tranche 1 (1) ; V AGIRC-ARRCO pension regime in tranche 1 (1) (13.53%); V AGIRC-ARRCO supplementary pension regime in tranche 2 capped V at 4x the PASS (1) (3.86%); AGIRC-ARRCO regime in tranche 2 (1) (21.59%). V Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plan. He is not covered by the kind of supplementary pension plans described in Article 39 (defined benefit plan) or Article 83 (voluntarily defined contribution plan) of the French General Tax Code. Furthermore, in 2019, Natixis’ Chief Executive Officer paid into an “Article 82” type life insurance policy (in reference to the French General Tax Code) put in place by BPCE. The premiums on this policy were paid by the Chief Executive Officer and not by Natixis. In 2019, François Riahi paid €117,333 into his policy. On May 2, 2018, the Board of Directors decided that François Riahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor, the commitments and agreements for which were approved at the May 23, 2018 General Shareholders’ Meeting. Rules for calculating the severance payment The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar years of activity. Severance payments Severance payments and consideration for non-compete agreement
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if two criteria are met: 66% of the agreed payment; V if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V
As a reminder, the amount of the CEO’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation, and no severance benefit is to be paid in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position, or changes his position within Groupe BPCE.
The annual social security contribution ceiling (PASS) is €40,524. Tranche 1 corresponds to the fraction of annual compensation between €0 and €40,524. Tranche 2 (1) corresponds to the fraction of annual compensation between €40,524 and €324,192. Tranche 2 capped at 4x the PASS corresponds to the fraction of annual compensation between €40,524 and €162,096. Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four quarters prior to leaving). (2)
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
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