technicolor - 2019 Universal registration document
6 FINANCIAL STATEMENTS PROVISION & CONTINGENCIES
Key management compensation 10.3 Total compensation due by Technicolor SA for the fiscal year 2019 to Board Members of the Company amounts to €759,250. The amounts due to non-resident for French tax purposes are subject to a withholding tax. The amount of the fixed and variable compensation due by Technicolor SA for the fiscal year 2019 (i) to Mr. Richard Moat, its current CEO, amounts to €219,371 and (ii) to Mr. Frédéric Rose, its former CEO, amounts to €263,926.57. Mr. Frédéric Rose, as other managers of the Group, was a beneficiary of
380,000 shares under this plan. Further to the end of office as CEO, Mr. Frédéric Rose kept his right to these Performance Shares subject to achievement of the performance conditions set out in the Plan. The number of Performance Shares that could vest will be pro-rated to the duration of his term of office compared to the total duration of the Plan ( i.e. until November 5, 2019). Mr. Rose, therefore, is entitled to receive 321,463 Performance Shares subject to performance conditions. The Board of Directors of February 18, 2020 reviewed the level of achievement of the performance conditions set by the plan and noted
that (i) the Performance condition linked to Adjusted EBITDA was the 2017 Long-Term Incentive Plan (LTIP 2017) approved by the achieved and (ii) the Performance condition linked to FCF was not Board of Directors on March 9, 2017. He has been granted achieved. Mr. Frederic Rose will vest 160,731 shares in 2020.
Provision & Contingencies
NOTE 11
Detail of provision 11.1
PROVISIONS Provisions are recorded at the balance sheet date when the Company has an obligation as a result of a past event and when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The obligation may be legal, regulatory or contractual or it may represent a constructive obligation deriving from the Company’s actions where, by an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to other parties that it will accept certain responsibilities, and as a result, has created a valid expectation on the part of those other parties that it will discharge those responsibilities. The recorded provision represents the best estimate of the expenditure required to settle the obligation at the closing date. If a reliable estimate cannot be made of the amount of the obligation, no provision is recorded but details of the obligation are disclosed in the notes to the financial statements. RESTRUCTURING PROVISIONS Provisions for restructuring costs are recognized when the Company has a constructive obligation towards third parties, which results from a decision made by the Company before the closing date and supported by the following items: the existence of a detailed and finalized plan identifying the sites • concerned, the location, the role and the approximate number of headcounts concerned, the nature of the expenses that are to be incurred and the effective date of the plan; and the announcement of this plan to those affected by it. •
The restructuring provision only includes the costs directly linked to the plan. Restructuring costs encompass estimated shut-down costs, the impact of shorter useful life for property and equipment and the costs linked to employees’ lay-off. POST-EMPLOYMENT OBLIGATIONS The costs for employee pensions retirement at Technicolor are accounted for progressively as employees acquire their rights to benefits. The valuation method applied takes into account future changes in payroll obligations. Post-employment benefits are accounted for when rights to benefits are acquired and payment thereof becomes probable. Such payments and provisions are based on the estimated salaries and seniorities of employees at their date of departure. Actuarial assumptions are as follows: discount rate: 0.5%; • projected long-term inflation rate: 1.7%; • salary rate of increase: 3.2%. • The Company records its commitments for jubilee awards (médailles du travail), in compliance with the ANC Recommendation n° 2013-02 issued on November 7, 2013. These charges are recognized separately from retirement provisions and actuarial differences are booked immediately in the statement of operations.
TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 284
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