PEUGEOT INVEST (EPA:PEUG) - Remuneration of executive officers
Directive transparence : information réglementée Autres communiqués
22/03/2019 17:40
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Neuilly-sur-Seine, 22 March 2019
Remuneration of executive officers
In accordance with the recommendations of the AFEP-MEDEF corporate governance
code, FFP hereby discloses the decisions taken by its Board of Directors on 15
March 2019 in relation to the remuneration of its executive officers. This
remuneration information will also be detailed in the 2018 registration
document.
1. Variable remuneration of executive officers in respect of 2018 and payable
in 2019
On the recommendation of the Governance, Nomination and Compensation Committee,
FFP's Board of Directors has determined the amount of variable remuneration to
be paid to FFP's executive officers in respect of 2018.
Mr. Robert Peugeot, Chairman and Chief Executive Officer, does not receive any
variable remuneration.
As regards Mr. Bertrand Finet, Deputy Chief Executive Officer, the maximum
amount of his variable remuneration in respect of 2018 has been set at
EUR150,000, representing 25% of his fixed remuneration, and its payment is
subject to the following qualitative and quantifiable criteria:
- 4 qualitative criteria relating to 60% of the variable remuneration:
* integrating new recruits / developing staff members,
* promoting FFP among shareholders,
* enhancing FFP's profile among external stakeholders,
* further developing FFP's dealflow; and
- 2 quantifiable criteria relating to 40% of the variable remuneration:
* 20% dependent on the performance of FFP's NAV excluding PSA relative to
that of the Eurostoxx 600 (dividends reinvested),
* 20% dependent on the absolute performance of FFP's NAV excluding PSA.
On 15 March 2019, the Board of Directors, in Mr. Bertrand Finet's absence and
on the basis of recommendations made by the Governance, Nomination and
Compensation Committee, discussed Mr. Bertrand Finet's performance and
determined his fulfilment of the criteria on which his variable remuneration
depends:
Amount
Criterion Weighting Performance in 2018 Fulfilment awarded
Integrating The transformation of
new recruits FFP's management, which
and developing began in early 2017,
staff members 15% (1) continued successfully 100% EUR22,500
in 2018:
- five new managers were
recruited and successfully
integrated,
- there were no departures,
- staff development was
regarded as positive.
Promoting FFP Mr. Bertrand Finet actively
among contributed to promoting FFP
shareholders 15% (1) among its shareholders in 2018.
FFP's team was strengthened
with the recruitment of a
communications officer for
this purpose. 100% EUR22,500
Enhancing FFP's In 2018, Mr. Bertrand Finet
profile actively helped to enhance
among external FFP's profile among its
stakeholders 15% (1) external stakeholders,
particularly in the various
roadshows and SFAF meetings
in which he took part and
during his numerous business
trips, during which he met
a large number of
international investors. 100% EUR22,500
Developing
FFP's
dealflow 15% (1) Mr. Bertrand Finet's efforts
and network in 2018 enabled
FFP to develop investment
opportunities which, in
particular, resulted in FFP
making several new commitments
to private equity funds 100% EUR22,500
Relative NAV performance was 0.9%
NAV higher than that of the
performance 20% Eurostoxx 600 index (dividends
reinvested) 40% EUR12,000
Absolute NAV
performance 20% Absolute NAV performance was
negative 0% EUR 0
Total EUR102,000
(1) On 15 March 2019, the Board of Directors decided to subdivide the 60%
combined weighting of the four qualitative criteria, adopting 15%
weightings for each of them.
The variable remuneration that will be paid to Mr. Bertrand Finet with respect
to 2018 is EUR102,000, equal to 17% of his fixed remuneration. Under article L.
225-100 of the French Commercial Code, the payment of his variable remuneration
depends on its approval by FFP's shareholders during the 15 May 2019 Annual
General Meeting.
2. 2019 remuneration policy applicable to executive directors
On the recommendation of the Governance, Nomination and Compensation Committee,
FFP's Board of Directors has determined the 2019 remuneration policy for FFP's
executive officers. Under article L. 225-37-2 of the French Commercial Code,
this policy will be submitted to shareholders for approval during the 15 May
2019 Annual General Meeting.
Remuneration of Mr. Robert Peugeot, Chairman and Chief Executive Officer
Mr. Robert Peugeot's remuneration will only consist of a fixed remuneration,
and will not include any variable or extraordinary remuneration. His annual
fixed remuneration for his role as Chairman and Chief Executive Officer of the
company will remain at EUR640,000 for the 2019 financial year.
Mr. Robert Peugeot may also be awarded performance shares, it being stipulated
that the valuation of those performance shares on the day they are awarded may
not exceed 200% of his fixed remuneration for 2019. On 15 May 2019, the Board
of Directors will, as the case may be, determine the number of performance
shares awarded to Mr. Robert Peugeot and the conditions attached to them.
Mr. Robert Peugeot will also have the benefit of a company car.
In addition to these items of remuneration, Mr. Robert Peugeot will benefit
from the company's employee incentive plan.
Remuneration of Mr. Bertrand Finet, Deputy Chief Executive Officer
Mr. Bertrand Finet's annual fixed remuneration will be maintained at EUR600,000
for the 2019 financial year.
To that fixed remuneration will be added variable remuneration, the target
amount of which will be EUR300,000, i.e. 50% of his fixed remuneration,
possibly rising to a maximum of EUR390,000, i.e. 65% of his fixed remuneration,
if Mr. Bertrand Finet exceeds his targets.
The payment of Mr. Bertrand Finet's variable remuneration is subject to his
fulfilment of the following qualitative and quantifiable criteria:
- EUR120,000 (40% of the target variable remuneration) subject to his
fulfilment of 4 qualitative criteria, each with a weighting of EUR30,000:
* generating a high-quality dealflow;
* developing teams, including those from FFP Investment UK;
* enhancing FFP's profile among its stakeholders;
* strengthening FFP's networks in Europe and making proposals concerning its
international development;
- EUR180,000 (60% of the target variable remuneration) subject to his
fulfilment of quantifiable criteria, possibly rising to EUR270,000 if he
exceeds his targets:
* EUR90,000 related to the performance of FFP's NAV excluding PSA relative to
that of the Eurostoxx 600 (dividends reinvested), possibly rising to
EUR135,000 in the event of outperformance;
* EUR90,000 related to the absolute performance of FFP's NAV excluding PSA,
possibly rising to EUR135,000 in the event of outperformance.
Mr. Bertrand Finet may also be awarded performance shares, it being stipulated
that the valuation of those performance shares on the day they are awarded may
not exceed 130% of his fixed remuneration for 2019. On 15 May 2019, the Board
of Directors will, as the case may be, determine the number of performance
shares awarded to Mr. Bertrand Finet and the conditions attached to them.
Severance pay will be granted to Mr. Bertrand Finet in the event that his term
as corporate officer is ended by the Board, except in the event of gross
misconduct. That severance pay shall amount to a maximum of two years of fixed
and variable annual remuneration, depending on his fulfilment of the
qualitative and quantifiable criteria determined by the Board in the last two
completed financial years.
The principle of this severance pay was approved, in accordance with the
procedure governing regulated agreements, by the Board of Directors in its 9
March 2017 meeting and by the shareholders in the 11 May 2017 AGM. In
accordance with article L. 225-42-1 of the French Commercial Code, that
decision by the Board of Directors was the subject of a press release published
on the company's website.
Mr. Bertrand Finet will also have the benefit of a company car.
In addition to those items of remuneration, Mr. Bertrand Finet will benefit
from the company's employee incentive plan and GSC unemployment insurance,
contributions for which are paid by the company.
About FFP:
FFP is an investment company listed on Euronext, majority-owned by
Etablissements Peugeot Frères and led by Robert Peugeot. FFP is one of the
leading shareholders in Peugeot SA and pursues a policy of establishing
minority shareholdings and long-term investments. FFP holds interests in listed
companies (such as SEB, Safran, ORPEA, LISI and SPIE), non-listed companies
(such as Tikehau Capital Advisors and Total-Eren), co-investments (such as IHS
and JAB Holdings) and private equity funds.
Investor relations:
Sébastien Coquard: +33 (0)1 84 13 87 20
sebastien.coquard@groupe-FFP.fr
www.groupe-FFP.fr
Press contact:
Samuel Rousseau: +33 (0)1 58 47 89 54
samuel.rousseau@havasww.com