TELEPERFORMANCE_Registration_document_2017
CORPORATE GOVERNANCE
4
4.2 Remuneration of directors and executive officers
Table 10 of the AMF recommendations – Overview of performance share plans granted by Teleperformance SE The characteristics of the share performance plans are described in sectionb3.2.4.3 of present Registration Document.
b
Planb1
Planb2
Planb3
Planb4
Planb5
Planb6
Date of shareholders’ meeting Date of Board of Directors meeting
05/30/2013 05/30/2013 04/28/2016 04/28/2016 04/28/2016 04/28/2016 07/30/2013 02/25/2014 04/28/2016 11/02/2016 06/23/2017 11/30/2017 07/30/2013 02/25/2014 04/28/2016 11/02/2016 06/23/2017 01/02/2018
Grant date
Total number of share rights granted
840,000
22,500 914,300 151,508
11,600
6,000
Total number of beneficiaries
126
1
239
29
1
1
of which total number granted to executive officers * :
Daniel Julien
- -
- - -
- -
- - -
- - -
- - -
■
Paulo César Salles Vasques (1)
■
Olivier Rigaudy (2)
n/a
n/a
■
Definitive vesting date End of lock-in period Performance criteria **
07/30/2016 02/25/2017 04/28/2019 11/02/2019 06/23/2020 01/02/2021
07/30/2018 02/25/2019
n/a Yes
n/a Yes
n/a Yes
n/a Yes
Yes
Yes
new or existing shares
new or existing shares
new or existing shares 81,300
new or existing shares 11,632
new or existing shares
new or existing shares
Nature of shares granted
Total number of share rights cancelled or lapsed
205,000 22,500 ***
0
0
Number of shares definitively vested
635,000
0
-
-
-
-
11,600
6,000
Number of rights outstanding
-
0 833,000 139,876
* Since 2013, the grants in favor of executive officers have been made under the plans called long-term incentive described hereafter. ** The performance criteria are described in sectionb 3.2.4.3 . *** The Board of Directors, at its meeting held on Februaryb28 th , 2017, noted that the performance criteria for this plan were not met. Therefore, no shares were acquired by the beneficiary at the vesting date. (1) Chief Executive Officer until Octoberb13 th , 2017. (2) Deputy Chief Executive Officer since Octoberb13 th , 2017.
Information required under table 6 of the AMF recommendations – Overview of long-term incentive plans granted by Teleperformance Group, Inc.
b
Plan a)
Plan b)
Grant date
07/30/2013
04/28/2016
Total number of share rights granted
300,000
350,000
Total number of beneficiaries
2
2
Daniel Julien
150,000 150,000
175,000 175,000
■
Paulo César Salles Vasques *
■
Definitive vesting date End of lock-in period Performance criteria **
08/01/2016 07/30/2018
04/29/2019
n/a Yes
Yes
Valuation of the shares, at the grant date, for each beneficiary, according to the method used for consolidation accounts
€5,050,500 €13,160,000 ***
Total number of share rights cancelled or lapsed
0
70,959
Number of shares definitively vested
300,000
0
Number of rights outstanding
0
279,041
* Chief Executive Officer until Octoberb13 th , 2017. ** The performance criteria are described in sectionb 3.2.4.3 . *** It is reminded that the Group’s policy in terms of performance shares grants (or equivalent mechanisms) provides for a grant every three years.
The valuation of the performance shares was determined according to the method used for the consolidated financial statements as at Decemberb31 st , 2016band taking into account the following elements: This grant is subject to presence and performance criteria (see sectionb 3.2.4.3 ). It is reminded that three criteria showing the best performance level out of the four criteria defined by the Board of Directors will be used to determine the number of shares definitively vested. Furthermore, given that one of the criteria is a market criterion (evolution of the share price compared to the SBF120 index), this criterion was taken into account in calculating the fair value of the performance shares. However, in accordance with the three best criteria rule, there is no guarantee that the market criterion will actually be applied. Accordingly, two fair values have been calculated. In application of the market criterion, the fair value was calculated at €48.51 per share. Excluding the market criterion, the fair value was calculated at €75.20 per share. As of Decemberb31 st , 2016, the fair value retained is €75.20.
110
Teleperformance bb - bb Registration documentbb 2017
Made with FlippingBook flipbook maker