PERNOD-RICARD - URD 2020-21
____ 2. CORPORATE GOVERNANCE COMPENSATION POLICY
Supplementary pension scheme The supplementary pension scheme supplements the retirement schemes provided under compulsory basic and supplementary schemes. The Board of Directors, on the recommendations of the Compensation Committee, decided at its meeting of 31 August 2021 to modify the level of the supplementary pension scheme implemented in 2016. This change was analysed in the light of market practices and in order to align itself as closely as possible with the CAC 40, both in terms of structure and level. The Executive Director would therefore receive additional annual compensation equal to 20% of his fixed and variable annual compensation, paid each year: half ( i.e. 10%) in the form of the allocation of performance-based shares, the number of which will be determined based on the IFRS value of shares when the allocation occurs, and which must be approved by the Board of Directors each year. The conditions relating to performance, presence and holding that will apply to these allocations will be the same as those outlined under the general Group performance-based share allocation plan in effect on the grant date; and half ( i.e. 10%) in cash. It is specified that the Executive Director will undertake to invest the cash component of this additional compensation he may receive, net of social security contributions and tax, in savings products dedicated to financing his supplementary pension. Multi-year compensation The Board of Directors has decided not to use this type of long-term cash compensation mechanism, preferring to favour a share-based instrument more closely aligned with shareholders’ interests. However, such a mechanism might be envisaged if regulatory changes or any other circumstance were to make the use of a share-based instrument restrictive or impossible. In this event, the principles and criteria for the determination, distribution and maximum allocation of shares stipulated in the policy relating to share plans will be used in the structuring of such variable multi-year compensation using the most similar
Moreover, in accordance with the AFEP-MEDEF Code (article 24.4), in the case of external recruitment of a new Executive Director, the Board of Directors may also decide to pay an amount (in cash or in shares) to compensate the new Executive Director for loss of all or part of his or her compensation (excluding retirement benefits) related to leaving his or her previous position. This compensation may not exceed the amount lost by the person in question. In all cases, the payment of such compensation may only be made subject to the prior approval of the Ordinary Shareholders’ Meeting pursuant to article L. 22-10-34 of the French Commercial Code. For fulfilling his or her duties as a representative of the Company, the Executive Director has a company car. Insurance, maintenance and fuel costs are borne by the Company. COLLECTIVE HEALTHCARE AND WELFARE SCHEMES The Executive Director enjoys the benefit of the collective healthcare and welfare schemes offered by the Company under the same terms as those applicable to the category of employees to which they belong for the determination of their welfare benefits and other additional components of their compensation. Exception to the implementation of the compensation policy for the Chairman and CEO In accordance with the second paragraph of III of article L. 22-10-8 of the French Commercial Code, in the event of exceptional circumstances, the Board of Directors may depart from applying elements of the compensation policy, provided that such a departure is temporary, is in the Company’s interest and is necessary to ensure the Company’s continued existence or viability. Any departure will be decided by the Board of Directors, on the recommendation of the Compensation Committee and after obtaining the opinion, where necessary, of an independent consulting firm, it being understood that reasons must be given for this departure. Such a departure may only be temporary and in exceptional circumstances, in particular a major event affecting markets in general or that of wines & spirits in particular. The compensation elements that may be departed from, in either a positive or negative sense, are the annual or long-term variable compensation (but without the limits being modified). Other benefits COMPANY CAR
appropriate procedures possible. Exceptional compensation
In accordance with the AFEP-MEDEF Code (24.3.4), the Board of Directors has adopted the principle by which the Executive Director may receive a special bonus in certain circumstances (particularly in the case of transformational operations), which must be explicitly disclosed and justified.
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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021
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