PERNOD-RICARD - URD 2021-22 EN
Corporate governance Compensation report
Supplementary pension scheme The supplementary pension scheme supplements the retirement schemes provided under compulsory basic and supplementary schemes. The Executive Director therefore receives 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 shares, the number of which is 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 lock-in that will apply to these allocations will be the same as those outlined under the general Group performance 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 Imposed departure clause A maximum allowance of 12 months’ compensation (last fixed and variable annual compensation determined by the Board of Directors) would be paid under performance conditions in the event of imposed departure as a result of a change in the Group’s control or strategy. However, there would be no payment in the event of i) non-renewal of the term of office, ii) departure initiated by the Director, iii) a change of functions within the Group or iv) if he or she is able to benefit in the near future from their pension rights. The imposed departure clause is subject to the following three performance criteria: criterion number 1: bonus rates achieved over the term(s) of office: criterion number 1 will be considered as met if the average bonus paid over the entire length of the term(s) of office is no less than 90% of the target variable compensation; criterion number 2: growth rate of profit from recurring operations over the term(s) of office: criterion number 2 will be considered as met if the average growth rate of profit from recurring operations vs. budget of each year over the entire length of the term(s) of office is more than 95% (adjusted for foreign exchange and scope impacts); and criterion number 3: average growth in net sales over the term(s) of office: criterion number 3 will be considered as met if the average growth in net sales over the entire length of the term(s) of office is greater than or equal to 3% (adjusted for foreign exchange and scope impacts). The amount of compensation that may be received under the imposed departure clause shall be calculated according to the following scale: if all three criteria are met, payment of 12 months’ compensation (1) ; if two of the three criteria are satisfied: payment of eight months’ compensation (1) ; if one of the three criteria is satisfied: payment of four months’ compensation (1) ; and if no criterion is satisfied: no compensation will be paid. to financing his supplementary pension. Policy on deferred commitments
Non-compete clause The signing of this non-compete clause for a period of one year is intended to protect the Group by preventing the Executive Director from performing duties for a competitor, in return for an allowance of 12 months’ compensation (last fixed and variable annual compensation, determined by the Board of Directors). In accordance with the AFEP-MEDEF Code: the indemnity will be paid monthly during its term; it is provided in this clause that the Board of Directors may waive the application of this clause when the Executive Director leaves; the indemnity will not be paid if the Executive Director leaves the Group to take retirement or if the Executive Director is over 65 years old; and the maximum amount of the indemnity under the non-compete clause and the imposed departure clause (sum of both) is capped at 24 months’ compensation (last fixed and variable annual compensation approved by the Board of Directors). 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 In accordance with the AFEP-MEDEF Code (25.3.4), the Board of Directors has adopted the principle by which the Executive Director may receive exceptional compensation in certain circumstances (particularly in the case of transformational operations), which must be explicitly disclosed and justified. Moreover, in accordance with the AFEP-MEDEF Code (article 25.4), 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 General Meeting pursuant to article L. 22-10-34 of the French Commercial Code. appropriate procedures possible. Exceptional compensation
2.
Most recent fixed and variable annual compensation decided by the Board of Directors. (1)
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Pernod Ricard Universal Registration Document 2021-2022
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