5.4 Corporate Officer Compensation
5.4.1 Principles of the compensation policy for corporate officers
DECISION-MAKING PROCESS FOLLOWED FOR THE DETERMINATION, REVIEW AND IMPLEMENTATION OF COMPENSATION POLICY
Pursuant to I of Article L. 22-10-76 of the French Commercial Code, in Partnerships Limited by Shares whose shares are admitted to trading on a regulated market:
| • | the Managing Partners compensation policy is set by the General Partners (deciding unanimously, unless provided otherwise in the by-laws) after receiving the advisory opinion of the Supervisory Board, taking into account, if applicable, the principles and conditions provided for in the by-laws; |
| • | the compensation policy for members of the Supervisory Board is established by the latter. |
In addition, under the terms of the Internal Rules of the Company’s Supervisory Board and the Compensation and Appointments Committee:
| • | the advisory opinion on the General Partners’ proposal concerning the Managing Partners compensation policy is issued each year by the Supervisory Board in the light of the work previously carried out by the Compensation and Appointments Committee; |
| • | the Compensation and Appointments Committee submits a draft compensation policy for Supervisory Board members to the Board each year. |
The compensation policy for the Managing Partners and that of the members of the Supervisory Board are submitted each year (and at the time of each significant change) to the approval of the Shareholders’ Meeting (in its ordinary form).
The compensation policy for the Company’s corporate officers is designed to ensure stability. However, the components of the compensation policy for Managing Partners, other than those relating to fixed compensation, may be revised by a decision of the General Partners, taken after advisory opinion of the Supervisory Board and subject to the approval of the Shareholders’ Meeting. Similarly, the compensation policy for members of the Supervisory Board may be revised by a decision of the Supervisory Board and subject to the approval of the Shareholders’ Meeting.
Each year, the Shareholders’ Meeting and the General Partners vote on the components (fixed, variable and exceptional) comprising the total compensation and benefits of any kind paid during or awarded in respect of the past fiscal year, via separate resolutions for each Managing Partner (except when no compensation of any kind is paid during or awarded in respect of that fiscal year) and for the Chairman of the Supervisory Board.
In the event of non-compliance with the compensation policy approved by the Shareholders’ Meeting, no components of compensation of any kind whatsoever may be determined, awarded or paid by the Company, at the risk of being declared null and void.
Prior to the Shareholders’ vote, under the terms of the Internal Rules of the Company’s Compensation and Appointments Committee, the Committee:
| • | determines the components of compensation to be paid or awarded in respect of the past fiscal year to Managing Partners, in application of the policy voted by the Shareholders’ Meeting held during that fiscal year. The Supervisory Board ensures that these items are in accordance with this policy; |
| • | determines the components of compensation to be paid or awarded in respect of the past fiscal year to the Chairman of the Supervisory Board, in accordance with the policy approved by the Shareholders’ Meeting held during that fiscal year. The Supervisory Board ensures that these items are in accordance with this policy; |
| • | proposes the allocation of the total amount to be granted to the members of the Supervisory Board for the past fiscal year. The Supervisory Board validates that this amount and this breakdown are in accordance with the policy it established for the past fiscal year. |
Lastly, with the approval of the General Partners, the Shareholders’ Meeting votes on a single draft resolution concerning information on the fixed, variable and exceptional compensation paid during or awarded in respect of the past fiscal year to all corporate officers, in a specific resolution.
COMPENSATION POLICY IN LINE WITH THE CORPORATE INTEREST, THE SALES STRATEGY AND THE SUSTAINABILITY OF THE COMPANY
The General Partners, on the advice of the Supervisory Board, ensure that the Managing Partners compensation policy is in line with the Company’s corporate interest and with its business strategy and contributes to its sustainability.
Thus, the Managing Partners compensation policy is in line with the Company’s interests insofar as (i) its overall amount is measured against that paid to executive corporate officers of companies with equivalent market capitalization (the Company conducts in-house studies or commissions studies from external firms to ensure this on a regular basis), (ii) the conditions governing employee compensation are taken into account since the fixed compensation is updated according to the indexed change in the hourly rate of employees, (iii) the annual variable compensation is capped and (iv) no exceptional compensation of any kind is authorized. The General Partners and the
Supervisory Board are also kept informed of the equity ratios and changes in those ratios in relation to the compensation of corporate officers and employees and the Company’s performance.
The Managing Partners’ compensation policy is in line with the business strategy and thus contributes to the sustainability of the Company insofar as the criteria attached to the annual variable compensation are based on regular growth in earnings, the solidity of the balance sheet, progressive improvement in the employment conditions of the employees through the setting of objectives in the field of health/safety, progressive improvement in CO2 emissions and taking into account Corporate Social Responsibility challenges as a whole.
Similarly, the Supervisory Board ensures that the compensation policy for its members is consistent with the Company’s corporate interest and contributes to its sustainability. Thus, the maximum annual compensation package for the Supervisory Board is moderate, compared with the packages for non-executive corporate officers of companies with equivalent market capitalization (the Company conducts in-house studies or commissions studies from external firms to ensure this on a regular basis). In addition, this compensation is related in part the responsibilities of each member (Chairing and/or membership of Committees) and to his or her attendance.
Lastly, the comments and votes expressed by shareholders on compensation issues at Shareholders’ Meetings are analyzed by the General Partners, the Supervisory Board and the Compensation and Appointments Committee (over 97% support for all resolutions relating to compensation issues at the June 11, 2020 Shareholders’ Meeting).
The Managing Partners’ compensation policy and the Supervisory Board compensation policy described below would apply (pro rata temporis in the year in which he/she takes office) to any new Managing Partner or any new member of the Supervisory Board respectively.
5.4.2 Managing Partners’ compensation policy for fiscal 2021
The Chairwoman of the Compensation and Appointments Committee presented her report on the Managing Partners’ compensation compensation policy for fiscal year 2021, based on the Committee’s prior work and analysis and its discussions with the General Partners, to the Supervisory Board meeting held on March 11, 2021. The Supervisory Board was also provided with all the documents that had been given to the members of the Compensation and Appointments Committee.
At this meeting, the Supervisory Board issued a favorable opinion on the Managing Partners’ compensation compensation policy for fiscal year 2021.
The General Partners met after the Supervisory Board meeting of March 11, 2021 to validate, after having taken note of this favorable opinion and taking into account the principles and conditions provided for in the by-laws, the Managing Partners’ compensation compensation policy for fiscal year 2021.
The annual fixed compensation was initially set, in the by-laws, for the Managing Partners as a whole, at €1,478,450 excluding tax for the 1997 fiscal year. Since then, it has changed according to the following method: the annual fixed compensation of the Managing Partners for a given fiscal year is equal to the product of its annual fixed compensation for the previous year by a coefficient equal to the arithmetic average of the rate of change during the year in question of the reference indexes selected to calculate the fees paid to Rubis SCA by its two largest subsidiaries in terms of revenue. The rate of change is equal to the closing price over the opening price for the fiscal year in question. This annual fixed compensation is freely allocated among the Managing Partners.
Given (i) the sale of 45% of Rubis Terminal to Cube Storage Europe HoldCo Ltd, which has resulted in Rubis Terminal being accounted for by the equity method since April 30, 2020, and (ii) the very significant weight of Rubis Énergie in the Group’s earnings over the past several years, the reference index used to calculate the fees paid by Rubis Énergie will be the sole index taken into account from fiscal year 2021.
The annual change in this reference index can only be calculated after the publication of the index for the fourth quarter of a given fiscal year (N), at the end of March of the subsequent fiscal year (N+1). Consequently, the payment of fixed compensation for fiscal year N is made in several stages:
| • | in the first quarter of fiscal year N, an initial payment based on the last known final compensation (N-2); |
| • | after publication of the reference index for the fourth quarter of fiscal year N-1 (end of March, N), enabling the definitive compensation for N-1 to be calculated, an adjustment is made to the first quarter payment and interim payments are made based on this definitive N-1 compensation; |
| • | after publication of the reference index for the fourth quarter of fiscal year N (end of March, N+1), payment of the final balance of the compensation for N. |
The annual fixed compensation of the Managing Partners for fiscal year 2021 will thus be equal to the product of the annual fixed compensation for fiscal year 2020 (€2,375,196) by the rate of change during fiscal year 2021 of the reference index used for the calculation of the fees paid, under the assistance agreement, to Rubis by Rubis Énergie, i.e. the INSEE index of the hourly wage rate for workers in the electricity, gas, steam and air conditioning production and distribution industry.
The rate of change in this reference index will be published and the final fixed compensation of the Managing Partners for fiscal year 2021 will therefore be known after the end of 2021, in March 2022.
Pending this publication in March 2022, the fixed compensation for 2021 will be paid in interim payments, as described above, based on the amount of the last fixed compensation definitively determined and known, after validation by the Compensation and Appointments Committee and the Supervisory Board, i.e. that for 2020.
The determination in March 2022 of the final amount of the Managing Partners fixed compensation for fiscal year 2021 will result in the payment of an adjustment balance.
If the compensation policy for fiscal year 2021 were to be rejected by the 2021 Shareholders’ Meeting, the interim payments would be made on the basis of the last fixed compensation awarded, i.e. that awarded for fiscal year 2020.
The Managing Partners’ annual variable compensation is capped at 50% of the annual fixed compensation. No floor is defined.
Consequently, the maximum fixed and variable portions represent 67% and 33% respectively of the maximum total annual compensation.
Annual variable compensation is based entirely on the achievement of annual targets in line with the Company’s strategy.
Annual variable compensation is subject to a triggering condition linked to the Group’s financial performance: an increase of at least 5% in net income, Group share in 2021 compared with 2020. If this condition is not met, no variable compensation will be due for 2021. If it is met, a set of additional criteria must be met for the annual variable compensation to be due.
These additional criteria, which are fully aligned with the Company’s strategy, are 75% quantitative and 25% qualitative. They are all based, including the qualitative criteria, on objective indicators to measure their achievement at the end of the fiscal year in question. These criteria partly take into consideration the issues related to Corporate Social Responsibility, particularly in social and environmental matters.
For fiscal year 2021, the same financial performance criteria as for the 2019 and 2020 fiscal years have been selected, as they reflect the quality of the Company’s management. They represent 75% of the maximum variable portion and therefore represent up to 37.5% of the fixed compensation.
The same qualitative criteria relating to balance sheet quality, workplace safety and CO2 emissions as in fiscal 2019 and 2020 have been selected, as they reflect issues that continue to be fundamental to the Company. Due to their importance for fiscal year 2021, the following criteria have been added: (i) the definition by Rubis SCA of a CSR roadmap, allowing to set relevant objectives in terms notably of energy transition, diversity and compliance, as well as the various steps to achieve them, and (ii) the implementation of this CSR roadmap by Rubis Énergie and its various entities, thereby ensuring operational “ownership” of these various challenges. These qualitative criteria represent 25% of the maximum variable portion for fiscal year 2021 and consequently represent up to 12.5% of the fixed compensation for 2021.
The analysis of the achievement or failure of the triggering condition, and then, if achieved, the assessment of the rate of achievement of the quantitative and qualitative criteria will be made at the end of fiscal year 2021 and will be disclosed in the 2021 Universal Registration Document.
The policy does not provide for the possibility of requesting the return of any variable compensation that may have been paid (no claw-back provision).
| If net income, Group share in 2021 < 105% of net income, Group share in 2020 | è | Annual variable compensation = €0 (regardless of the level of achievement of the criteria below) |
| If net income, Group share in 2021 ≥ 105% of net income, Group share in 2020 | è | Application of the criteria below |
| PERFORMANCE CRITERIA | ||
| Quantitative criteria (75%) | Achievement rate | Weighting |
| Overall performance of Rubis share compared with its benchmark index (SBF 120)(1) | More than +2 percentage points = 100% Between -2 and +2 percentage points = 50% Less than -2 percentage points = 0% |
25% |
| Gross operating profit (EBITDA) performance compared with the analysts’ consensus(2) | Over +2% = 100% Between -2% and +2% = 50% Lower than -2% = 0% |
25% |
| Earnings per share (EPS) performance compared with the analysts’ consensus(2) | Over +2% = 100% Between -2% and +2% = 50% Lower than -2% = 0% |
25% |
| Qualitative criteria (25%) | Achievement rate | Weighting |
| Balance sheet quality: ratio of net financial debt to EBITDA | Ratio ≤ 2 = 100% 2 < Ratio ≤ 3 = 50% Ratio > 3 = 0% |
5% |
Health, Safety and Environment (HSE) • Workplace safety: frequency rate of occupational accidents with lost time at Rubis SCA and Rubis Énergie in 2021 stable or lower than in 2020; in the event of the death of an employee, the criterion is considered not met |
2021 rate ≤ 2020 = 100% 2021 rate > 2020 = 0% |
5% |
| • Climate: CO2 emissions in 2021 (scopes 1 and 2) down compared with 2020 at Rubis Énergie(3) | 2021 ratio < 2020 ratio = 100% 2021 ratio = 2020 ratio = 50% 2021 ratio > 2020 ratio = 0% |
5% |
CSR policy: • Definition by Rubis SCA of a “CSR Roadmap” including climate, diversity and compliance challenges |
Definition = 100% No definition = 0% | 5% |
| • Implementation of the “CSR Roadmap” by Rubis Énergie and its subsidiaries | Implementation in at least 50% of the scope = 100% Implementation in at least 30% of the scope = 50% Implementation in less than 30% of the scope = 0% |
5% |
| (1) | Overall relative performance corresponds to the annual change in price plus the dividend and detached rights. |
| (2) | The Compensation and Appointments Committee refers to the analysts’ consensus published by FactSet. The forward-looking data (or analysts’ consensus) for the current fiscal year (N) are the most recent known in the month following the publication of the annual financial statements of year N-1. Therefore, for the variable compensation for fiscal year 2021, the analysts’ consensus taken into account is that published during the month following the publication of the 2020 results (on March 11, 2021). |
| (3) | Scope 1 corresponds to the direct emissions from our activities and scope 2 corresponds to the indirect emissions from the energy consumption by our activities. Scope 3 emissions are not included. They consist of all other indirect emissions (suppliers, use of sold finished products, etc.). Calculation of the ratio: volume of scope 1 and 2 emissions/volume of products sold converted into MWh. |
The Managing Partners compensation policy provides that the only benefit in kind from which the Managing Partners may benefit is a company car.
No compensation, allowances or benefits related to the assumption of a corporate office are provided for in the Managing Partners compensation policy.
No compensation, allowances or benefits upon the end of corporate office are provided for in the Managing Partners compensation policy. As a result, the Managing Partners are not entitled to any severance payments or non-compete undertaking.
5.4.3 Supervisory Board compensation policy for fiscal 2021
Supervisory Board member compensation consists exclusively of a fixed portion (40%) and a variable portion (60%) linked to the attendance rate at meetings. A share is also paid to the Chairs of the Supervisory Board and its Committees. No other component of compensation is paid or awarded to members of the Supervisory Board.
All members who were newly appointed at the Shareholders’ Meeting receive 50% of the compensation for the year of their appointment.
In accordance with the Board’s Internal Rules, each member must reinvest half of the compensation received in Rubis shares until he or she holds at least 250 shares. This does not apply to members representing a company that is already a shareholder.
The maximum annual compensation package of the members of the Supervisory Board is set by the Shareholders’ Meeting. In accordance with the 10th resolution adopted by the Shareholders’ Meeting of June 11, 2019, it currently amounts to €200,000. A separate resolution proposes to the 2021 Shareholders’ Meeting increasing this amount to €240,000.
Subject to approval by the 2021 Shareholders’ Meeting of this new maximum annual compensation package, the compensation policy set by the Supervisory Board for its members on March 11, 2021, on the proposal of the Compensation and Appointments Committee on March 9, 2021, for fiscal 2021 would be as follows:
| • | annual compensation for a member of the Supervisory Board: €12,000 (including a variable portion of 60%); |
| • | annual compensation for a member of the Accounts and Risk Monitoring Committee: €9,000 (including a variable portion of 60%); |
| • | annual compensation for a member of the Compensation and Appointments Committee: €6,000 (including a variable portion of 60%); |
| • | Chair of the Supervisory Board - related portion: €18,000; |
| • | Chair of the Accounts and Risk Monitoring Committee - related portion: €9,000; |
| • | Chair of the Compensation and Appointments Committee - related portion: €4,500. |
The new amount of this maximum annual compensation package (€240,000) is proposed because of the increase in the number of meetings of the Supervisory Board and the Compensation and Appointments Committee (linked to the increase in the number of subjects submitted to them), the proposal, submitted to the 2021 Shareholders’ Meeting, to appoint a new member to the Supervisory Board, and lastly, the revaluation of the individual compensation of members of the Supervisory Board and, the Committees in line with market practices.
In its proposal for the breakdown of the maximum annual compensation package, the Supervisory Board has decided not to allocate the entire amount in order to retain the possibility of compensating, if necessary, an additional member appointed by the Shareholders’ Meeting.
If the new maximum annual compensation package is not approved by the 2021 Shareholders’ Meeting, the current budget will continue to apply, in accordance with the compensation policy adopted by the Shareholders’ Meeting of June 11, 2020:
| • | annual compensation for a member of the Supervisory Board: €10,000 (including a variable portion of 60%); |
| • | annual compensation for a member of the Accounts and Risk Monitoring Committee: €7,000 (including a variable portion of 60%); |
| • | annual compensation for a member of the Compensation and Appointments Committee: €3,500 (including a variable portion of 60%); |
| • | Chair of the Supervisory Board - related portion: €18,000; |
| • | Chair of the Accounts and Risk Monitoring Committee - related portion: €9,000; |
| • | Chair of the Compensation and Appointments Committee - related portion: €3,500. |
5.4.4 Components of compensation paid during or awarded in respect of fiscal 2020 to corporate officers
This section (i) presents the equity ratios and the annual progression of the Company’s compensation and performance and (ii) describes the components of compensation paid during or awarded in respect of fiscal year 2020 to each corporate officer, namely:
| • | the Managing Partners: Gilles Gobin, the companies Sorgema, Agena, represented by Jacques Riou, and GR Partenaires. Fixed compensation and annual variable compensation are freely allocated among the Managing Partners. Thus, Gilles Gobin and Sorgema receive 70% of the annual fixed and variable compensation, while Agena, represented by Jacques Riou, receives the remaining 30%. GR Partenaires receives no compensation; |
| • | the Chairman of the Supervisory Board; |
| • | the other members of the Supervisory Board. |
In accordance with the provisions of paragraphs 6 and 7 of I. of Article L. 22-10-9 of the French Commercial Code, the Company presents equity ratios allowing the comparison of the compensation of the Managing Partners and the Chairman of the Supervisory Board with the average and median compensation on a full-time equivalent basis of the Company’s employees (excluding the Managing Partners and the Chairman of the Supervisory Board).
In addition, in accordance with recommendation 26.2 of the Afep-Medef Code and the guidelines published by Afep in February 2021, the Company presents additional equity ratios, on a broader scope, allowing comparison of the compensation of the Managing Partners and the Chairman of the Supervisory Board with the average and median compensation on a full-time equivalent basis of the Company’s employees in France (excluding the Managing Partners and the Chairman of the Supervisory Board) and of the French subsidiaries over which it has exclusive control within the meaning of Article L. 233-16, II of the French Commercial Code (i.e., until 2019, Rubis Terminal and Rubis Énergie as well as their exclusively controlled French subsidiaries, then, from 2020, Rubis Énergie and its exclusively controlled French subsidiaries).
these ratios on the basis of compensation and benefits of all kinds paid during or awarded in respect of the year in question (and not, as in the 2019 Universal Registration Document, due or awarded in respect of the fiscal year in question).
The components taken into consideration for the Managing Partners and the Chairman of the Supervisory Board are set by the Afep guidelines (and presented below, for fiscal years 2019 and 2020). The components taken into consideration for employees are set by the Afep guidelines, are established on a gross basis and, in accordance with these guidelines, do not include any termination, non-compete or supplementary pension scheme benefits.
In addition, the Company has decided to use net income, Group share as a second financial criterion. Like consolidated Group EBITDA, it reflects the Group’s performance.
No table concerning GR Partenaires is presented as it does not receive any compensation for its term of office as Managing Partner.
These ratios, as well as annual change, in the compensation of each Managing Partner and the Chairman of the Supervisory Board, in the Company’s performance and in the average and median full-time equivalent compensation of employees are shown in the tables below. In preparing these tables, the Company has referred to the Afep guidelines updated in February 2021.
| Criteria | 2016 | 2017 | 2018 | 2019 | 2020 | |
| Consolidated Group EBITDA (in thousands of euros) | 411,495 | 496,061 | 500,349* | 523,996 | 505,587 | |
| Change compared with the previous year | +19.4% | +20.6% | +0.9% | +4.7% | -3.5% | |
| Net income, Group share (in thousands of euros) | 208,022 | 265,583 | 254,070 | 307,227 | 280,333 | |
| Change compared with the previous year | +22% | +28% | -4% | +21% | -9% |
| Sorgema and Gilles Gobin (Managing Partners) | 2016 | 2017 | 2018 | 2019 | 2020 | |
| Change in the compensation of Sorgema and Gilles Gobin | +48% | -1.7% | +5.2% | -31.4% | +1% | |
| Information on the scope of the listed company | ||||||
| Change in the average compensation of employees | +3.6% | +4.8% | +16.4% | +78.3% | +6.6% | |
| Ratio compared to average employee compensation | 12.2 | 11.5 | 10.4 | 4 | 3.8 | |
| Change in the ratio compared with the previous fiscal year | +44% | -6% | -10% | -62% | -5% | |
| Change in the median compensation of employees | +21.3% | -16.4% | +23.1% | +43.5% | -26.4% | |
| Ratio compared to median employee compensation | 22.1 | 26 | 22.3 | 10.6 | 14.6 | |
| Change in the ratio compared with the previous fiscal year | +23% | +18% | -14% | -52% | +38% | |
| Additional information on the expanded scope | ||||||
| Change in the average compensation of employees | +2.5% | +2.3% | -2.7% | +15.5% | +13% | |
| Ratio compared to average employee compensation | 33.7 | 32.4 | 35.1 | 20.8 | 18.6 | |
| Change in the ratio compared with the previous fiscal year | +44% | -4% | +9% | -41% | -10% | |
| Change in the median compensation of employees | -0.4% | +5.3% | +0.2% | +1.7% | +16% | |
| Ratio compared to median employee compensation | 42.3 | 39.5 | 41.5 | 28 | 24.4 | |
| Change in the ratio compared with the previous fiscal year | +48% | -6.6% | +5% | -33% | -13% |
| Agena (Managing Partner) and its Chairman (Jacques Riou) | 2016 | 2017 | 2018 | 2019 | 2020 | |
| Change in the compensation of Agena and its Chair (Jacques Riou) | +33.2% | -0.9% | +4.2% | -24.1% | -1.1% | |
| Information on the scope of the listed company | ||||||
| Change in the average compensation of employees | +3.6% | +4.8% | +16.4% | +78.3% | +6.6% | |
| Ratio compared to average employee compensation | 6.8 | 6.4 | 5.7 | 2.4 | 2.3 | |
| Change in the ratio compared with the previous fiscal year | +28% | -6% | -10% | -58% | -4% | |
| Change in the median compensation of employees | +21.3% | -16.4% | +23.1% | +43.5% | -26.4% | |
| Ratio compared to median employee compensation | 12.3 | 14.5 | 12.3 | 6.5 | 8.7 | |
| Change in the ratio compared with the previous fiscal year | +10% | +18% | -15% | -47% | +34% | |
| Additional information on the expanded scope | ||||||
| Change in the average compensation of employees | +2.5% | +2.3% | -2.7% | +15.5% | +13% | |
| Ratio compared to average employee compensation | 18.7 | 18.1 | 19.4 | 12.7 | 11.2 | |
| Change in the ratio compared with the previous fiscal year | +30% | -3% | +7% | -35% | -12% | |
| Change in the median compensation of employees | -0.4% | +5.3% | +0.2% | +1.7% | +16% | |
| Ratio compared to median employee compensation | 23.4 | 22.1 | 23 | 17.1 | 14.6 | |
| Change in the ratio compared with the previous fiscal year | +34% | -6% | +4% | -26% | -15% |
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Change in the compensation of the Chairman of the Supervisory Board (Olivier Heckenroth) | 0% | 0% | +12.4% | +27.2% | 0% | |
| Information on the scope of the listed company | ||||||
| Change in the average compensation of employees | +3.6% | +4.8% | +16.4% | +78.3% | +6.6% | |
| Ratio compared to average employee compensation | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | |
| Change in the ratio compared with the previous fiscal year | 0% | 0% | 0% | 0% | 0% | |
| Change in the median compensation of employees | +21.3% | -16.4% | +23.1% | +43.5% | -26.4% | |
| Ratio compared to median employee compensation | 0.3 | 0.3 | 0.3 | 0.2 | 0.3 | |
| Change in the ratio compared with the previous fiscal year | 0% | 0% | 0% | -33.33% | +50% | |
| Additional information on the expanded scope | ||||||
| Change in the average compensation of employees | +2.5% | +2.3% | -2.7% | +15.5% | +13% | |
| Ratio compared to average employee compensation | 0.4 | 0.4 | 0.4 | 0.5 | 0.4 | |
| Change in the ratio compared with the previous fiscal year | 0% | 0% | 0% | +25% | -20% | |
| Change in the median compensation of employees | -0.4% | +5.3% | +0.2% | +1.7% | +16% | |
| Ratio compared to median employee compensation | 0.5 | 0.5 | 0.5 | 0.6 | 0.6 | |
| Change in the ratio compared with the previous fiscal year | 0% | 0% | 0% | +20% | 0% |
At its meeting on March 9, 2021, the Compensation and Appointments Committee determined the components of compensation to be paid or awarded in respect of fiscal year 2020 to the Managing Partners, in accordance with the compensation policy approved by the Shareholders’ Meeting of June 11, 2020 and the rules set in the by-laws, and provided a report on its work to the Supervisory Board of March 11, 2021. The Supervisory Board validated the compliance of these components with the Managing Partners compensation policy approved by the Shareholders’ Meeting of June 11, 2020 and with the rules set in the by-laws.
To assess the rate of achievement of the objectives attached to annual variable compensation, the Compensation and Appointments Committee, at its meeting of March 9, 2021, referred to the report of the Committee Chairwoman on the meeting of the Accounts and Risk Monitoring Committee, which she also chairs and which was held on March 8, 2021. The documents made available to the Accounts and Risk Monitoring Committee (including the 2020 consolidated and separate financial statements and the risk maps) and this report enabled the Compensation and Appointments Committee to determine the rate of achievement of objectives.
As the reference indexes for the fourth quarter of fiscal year 2020 were only published at the end of March 2021, the fixed compensation for fiscal year 2020 was provisionally set by the Supervisory Board at the final amount paid in respect of fiscal year 2019, i.e. €2,349,204 (compared with €2,319,670.27 in respect of fiscal year 2018). Following the publication of the reference indexes at the end of March 2021, this provisional compensation was automatically readjusted by a coefficient equal to the average of the annual rate of change in the INSEE indexes of the hourly wage rate for workers in the electricity, gas, steam and bottled air production and distribution industry (rate of 1.0039) applicable to Rubis Énergie and of the hourly wage rate for workers in the chemical industry (rate of 1.018) applicable to Rubis Terminal (i.e. a coefficient of 1.0111).
The amount of the final compensation awarded to the Managing Partners for fiscal year 2020 was therefore set at €2,375,196 and was immediately communicated to the members of the Compensation and Appointments Committee. It will be included on the agenda of the next Supervisory Board meeting scheduled for June 2021.
At its meeting of March 11, 2021, the Supervisory Board noted that the net income, Group share for 2020 had not increased by more than 5% compared with 2019. As the triggering condition was therefore not met, it concluded that no variable compensation was due in respect of fiscal year 2020.
So as to monitor the achievement of the performance criteria attached to the annual variable compensation over several years, the Supervisory Board nevertheless examined their achievement in fiscal year 2020. It was established that the overall rate of achievement of the quantitative and qualitative criteria was 45% for 2020 fiscal year (17.5% for 2019). However, no compensation was paid as the triggering condition was not met.
LEVEL OF ACHIEVEMENT OF THE TRIGGERING CONDITION AND CRITERIA ATTACHED TO THE ANNUAL VARIABLE COMPENSATION OF THE MANAGING PARTNERS FOR FISCAL YEAR 2020
TRIGGERING CONDITION FOR ANNUAL VARIABLE COMPENSATION: INCREASE IN NET INCOME, GROUP SHARE IN 2020 COMPARED WITH 2019 > 5%
| Objectives | 2020 | 2019 | Change | Achievement/non-achievement | ||||
| If net income, Group share in 2020 < 105% of net income, Group share in 2019 è No trigger | €280,333K | €307,227K | 91% | Condition not met è no trigger è no annual variable compensation due | ||||
| If net income, Group share in 2020 ≥ 105% of net income, Group share in 2019 è Trigger |
| PERFORMANCE CRITERIA | ||||||||||||
| Quantitative criteria (75%) | Weighting | Objectives | 2020 Rubis performance |
2020 reference performance |
2020 achievement rate |
2020 amount due | ||||||
Overall performance of Rubis share compared to its reference index (SBF 120)(1) |
25% | • More than +2 percentage points = 100% • Between -2 and +2 percentage points = 50% • Less than -2 percentage points = 0% |
-27.87% | -4.50% | 0% | Not applicable as triggering condition not met | ||||||
Gross operating profit (EBITDA) performance compared with the analysts’ consensus(2) |
25% | • Over 2% = 100% • Between -2% and +2% = 50% • Lower than -2% = 0% |
€506M | €473M | 100% | |||||||
Earnings per share (EPS) performance compared with the analysts’ consensus(2) |
25% | • Over 2% = 100% • Between -2% and +2% = 50% • Lower than -2% = 0% |
€2.72 | €2.76 | 0% |
| Qualitative criteria (25%) | Weighting | Objectives | 2020 Rubis performance |
2020 achievement rate |
2020 amount due | |||||||
| Balance sheet quality: ratio of net financial debt to EBITDA | 5% | Ratio ≤ 2 = 100% 2 < Ratio ≤ 3 = 50% Ratio > 3 = 0% |
0.36 | 100% | Not applicable as triggering
condition not met | |||||||
Health, Safety and Environment (HSE) • Frequency rate of occupational accidents with lost time in the Group in or lower than in 2019; in the event of the death of an employee, the criterion is considered not met |
5% | 2020 rate stable or lower than 2019 = 100% 2020 rate higher than 2019 = 0% |
5.5 in 2020 compared with 5.8 in 2019 | 100% | ||||||||
| • CO2 emissions in 2020 (scopes 1 and 2) down compared to 2019(3) | 5% | 2020 ratio < 2019 ratio = 100% 2020 ratio = 2019 ratio = 50% 2020 ratio > 2019 ratio = 0% |
2020 emission volumes > 2019 emission volumes |
0% | ||||||||
| Ethics: inclusion of a preliminary analysis of compliance risks and stakes in development projects (acquisitions, JV, new business activities) | 5% | Implementation in at least 75% of subsidiaries | 100% | |||||||||
| Diversity: implementation of multi-year diversity objectives within the management bodies of Rubis SCA and Rubis Énergie | 5% | Implementation of objectives at Rubis SCA(4) and at Rubis Énergie(5) | 100% | |||||||||
| Overall rate of achievement of performance criteria: | 45% | |||||||||||
| VARIABLE COMPENSATION OF THE MANAGING PARTNERS FOR FISCAL YEAR 2020 | €0 | |||||||||||
| (1) | Overall relative performance corresponds to the annual change in price plus the dividend and detached rights. |
| (2) | The Compensation and Appointments Committee refers to the analysts’ consensus published by FactSet. For the current fiscal year (N), this is the consensus known in the month following the publication of the annual financial statements of year N-1. Therefore, for the variable compensation for the 2020 fiscal year, the analysts’ consensus taken into account is that published during the month following the publication of the 2019 results (on March 12, 2020). |
| (3) | Scope 1 corresponds to the direct emissions from our activities and scope 2 corresponds to the indirect emissions from the energy consumption by our activities. scope 3 emissions are not included. They consist of all other indirect emissions (suppliers, use of sold finished products, etc.). Ratio calculation: for Rubis Énergie = volume of scope 1 and scope 2 emissions/volume of products sold. For Rubis Terminal = volume of scope 1 and scope 2 emissions/volume of products handled. |
| (4) | 2025 objective: at least 30% of each gender on the Group Management Committee. |
| (5) | 2025 objective: achieve an average of 30% women on the Management Committees of Rubis Énergie and its subsidiaries. |
As of December 31, 2020, the benefit in kind related to the company car of Gilles Gobin was valued at €17,741.
COMPENSATION PAID OR AWARDED IN RESPECT OF
2020 FISCAL YEAR TO SORGEMA
(OF WHICH GILLES GOBIN IS MANAGING PARTNER)
| Components
of compensation paid during or awarded in respect of the fiscal year ended |
Amounts
awarded in respect of fiscal year 2020 |
Amounts
paid during fiscal year 2020 |
Presentation | |||
| Fixed compensation | €1,662,637 | €1,665,116 | Implementation of Article 54 of the Company’s by-laws | |||
| Following the publication of the INSEE reference indexes for fiscal year 2020 at the end of March 2021, the Managing Partners overall fixed compensation was approved by the Supervisory Board in the amount of €2,375,196 for the period, an increase of 1.0111% compared with 2019 (€2,349,204). | ||||||
| The difference between the amount awarded with respect to fiscal year 2020 and that paid during the same fiscal year is due to the adjustment to the fixed compensation in respect of fiscal year 2019, made following the publication, at the end of March 2020, of the INSEE reference indexes for the 2019 fiscal year, which resulted in a payment during fiscal year 2020. | ||||||
| This lag, specific to the publication of the INSEE indexes for
year N in March of year N+1, is to be repeated every year. Sorgema received 70% of this total fixed compensation. | ||||||
| For more details, see page 162. | ||||||
| Annual variable compensation | €0 | €0 | Capped at 50% of fixed compensation and subject fully to performance criteria. | |||
| The triggering condition is not met because the change in 2020 net income, Group share (€280,333K) compared with 2019 net income, Group share (€307,227K) < 105%. No annual variable compensation is therefore due in respect of fiscal year 2020. | ||||||
| For more details, please refer to the table presenting the level of achievement of the triggering condition and the criteria attached to the annual variable compensation of the Managing Partners for fiscal year 2020 on page 163. | ||||||
| Multi-year variable compensation | Not applicable | Not applicable | The policy does not provide for multi-year variable compensation. | |||
| Exceptional compensation | Not applicable | Not applicable | The policy does not provide for exceptional compensation. | |||
| Stock options, performance shares or any other long-term compensation | Not applicable | Not applicable | The policy does not provide for the granting of stock options, performance shares or any other long-term compensation. | |||
| Benefits in kind | €0 | €0 | No benefits in kind were awarded. | |||
| Compensation, allowances or benefits related to the assumption of a corporate office | Not applicable | Not applicable | The policy does not provide for compensation, allowances or benefits related to the assumption of a corporate office. | |||
| Severance payments | Not applicable | Not applicable | The policy does not provide for severance payments. | |||
| Consideration for a non-compete undertaking | Not applicable | Not applicable | The policy does not include a non-compete undertaking. | |||
| Supplementary pension schemes | Not applicable | Not applicable | The policy does not provide for a supplementary pension scheme. |
Gilles Gobin has a company car, a benefit estimated at €17,741 as of December 31, 2020 (€16,768 as of December 31, 2019). As in previous fiscal years, no other compensation of any kind was paid during or awarded in respect of fiscal year 2020 to Gilles Gobin. Accordingly, the Company has decided not to reproduce the entire table required by the Afep-Medef Code handbook.
COMPENSATION PAID DURING OR AWARDED IN RESPECT
OF FISCAL YEAR 2020 TO AGENA
(OF WHICH JACQUES RIOU IS CHAIRMAN)
| Components
of compensation paid during or awarded in respect of the fiscal year ended |
Amounts
awarded in respect of fiscal year 2020 |
Amounts
paid during fiscal year 2020 |
Presentation | |||
| Fixed compensation | €712,559 | €713,621 | Implementation of Article 54 of the Company’s by-laws | |||
| Following the publication of the INSEE reference indexes for fiscal year 2020 at the end of March 2021, the Managing Partners overall fixed compensation was approved by the Supervisory Board in the amount of €2,375,196 for the period, an increase of 1.0111% compared with 2019 (€2,349,204). | ||||||
| The difference between the amount awarded with respect to fiscal year 2020 and that paid during the same fiscal year is due to the adjustment to the fixed compensation in respect of fiscal year 2019, made following the publication, at the end of March 2020, of the INSEE reference indexes for the 2019 fiscal year, which resulted in a payment during fiscal year 2020. | ||||||
| This lag, specific to the publication of the INSEE indexes for year N in March of year N+1, will be repeated every year. | ||||||
| Agena received 30% of this overall fixed compensation. | ||||||
| For more details, see page 162. | ||||||
| Annual variable compensation | €0 | €0 | Capped at 50% of fixed compensation and subject fully to performance criteria. | |||
| The triggering condition is not met because the change in 2020 net income, Group share (€280,333K) compared with 2019 net income, Group share (€307,227K) < 105%. No annual variable compensation is therefore due in respect of fiscal year 2020. | ||||||
| For more details, please refer to the table presenting the level of achievement of the triggering condition and the criteria attached to the annual variable compensation of the Managing Partners for fiscal year 2020 on page 163. | ||||||
| Multi-year variable compensation | Not applicable | Not applicable | The policy does not provide for multi-year variable compensation. | |||
| Exceptional compensation | Not applicable | Not applicable | The policy does not provide for exceptional compensation. | |||
| Stock options, performance shares or any other long-term compensation | Not applicable | Not applicable | The policy does not provide for the granting of stock options, performance shares or any other long-term compensation. | |||
| Benefits in kind | €0 | €0 | No benefits in kind were awarded. | |||
| Compensation or benefits paid or awarded by companies included in the scope of consolidation | € 294,292 | € 312,238 | Compensation or benefits paid or awarded in a personal capacity to Jacques Riou (Chair of Agena) by companies included in the scope of consolidation in respect of the offices he held in them in 2020. | |||
| Compensation, allowances or benefits related to the assumption of a corporate office | Not applicable | Not applicable | The policy does not provide for compensation, allowances or benefits related to the assumption of a corporate office. | |||
| Severance payments | Not applicable | Not applicable | The policy does not provide for severance payments. | |||
| Consideration for a non-compete undertaking | Not applicable | Not applicable | The policy does not include a non-compete undertaking. | |||
| Supplementary pension schemes | Not applicable | Not applicable | The policy does not provide for a supplementary pension scheme. |
As in previous years, no compensation of any kind was paid during or awarded in respect of fiscal 2020 to GR Partenaires for its role as Managing Partner of Rubis SCA. Accordingly, the Company has decided not to reproduce the entire table required by the Afep-Medef Code handbook, or to submit a resolution concerning the compensation paid during or awarded in respect of fiscal year 2020 to GR Partenaires to the 2021 Shareholders’ Meeting.
COMPENSATION PAID DURING OR AWARDED IN RESPECT OF FISCAL YEAR 2020 TO THE CHAIRMAN OF THE SUPERVISORY BOARD
At its meeting on March 9, 2021, the Compensation and Appointments Committee determined the components of compensation to be paid or awarded in respect of fiscal 2020 to the Chairman of the Supervisory Board, in accordance with the compensation policy approved by the Shareholders’ Meeting of June 11, 2020, and reported on its work to the Supervisory Board on March 11, 2021. The Supervisory Board validated the compliance of the components relating to the Chairman of the Supervisory Board with the compensation policy approved by the Shareholders’ Meeting of June 11, 2020.
The compensation paid during or awarded in respect of fiscal year 2020 to Olivier Heckenroth, Chairman of the Supervisory Board, is shown in the table below. It is related to his term of office as a member of the Supervisory Board, as well as to his Chairmanship of the Board and his participation in its Committees. No other compensation of any kind was paid during or awarded in respect of fiscal year 2020 to Olivier Heckenroth.
As a reminder, Olivier Heckenroth’s attendance rate at Supervisory Board and Committee meetings was 100% in 2020 (as in 2019).
| Amounts
awarded in respect of fiscal year 2020 (in euros) |
Amounts
paid in fiscal year 2020 (in euros) |
||||
| Olivier Heckenroth | |||||
| Chairman of the Supervisory Board | |||||
| • additional share | 18,000 | 18,000 | |||
| • fixed portion (40%) | 4,000 | 4,000 | |||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | |||
| Member of the Accounts and Risk Monitoring Committee | |||||
| • fixed portion (40%) | 2,800 | 2,800 | |||
| • variable portion based on attendance (60%) | 4,200 | 4,200 | |||
| Member of the Compensation and Appointments Committee | |||||
| • fixed portion (40%) | 1,400 | 1,400 | |||
| • variable portion based on attendance (60%) | 2,100 | 2,100 | |||
| TOTAL | 38,500 | 38,500 |
COMPENSATION PAID DURING OR AWARDED IN RESPECT OF FISCAL YEAR 2020 TO THE MEMBERS OF THE SUPERVISORY BOARD
At its meeting on March 11, 2021, the Supervisory Board, on the favorable opinion of the Compensation and Appointments Committee, allocated the amount to be paid to its members for fiscal year 2020.
The compensation allocated to the members of the Supervisory Board for fiscal year 2020 is shown in the table below. For each member, it is linked to his or her corporate term of office and attendance, as well as to the chairing or membership of Committees. No other compensation of any kind was paid during or awarded in respect of fiscal year 2020 the members of the Supervisory Board.
TABLE 3 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – TABLE OF COMPENSATION PAID TO NON-EXECUTIVE CORPORATE OFFICERS
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Amounts
awarded for the fiscal year (in euros) |
Amounts
paid during the fiscal year (in euros) |
Amounts
awarded for the fiscal year (in euros) |
Amounts
paid during the fiscal year (in euros) |
||||||
| Olivier Heckenroth | |||||||||
| Chairman of the Supervisory Board | |||||||||
| • additional share | 18,000 | 18,000 | 18,000 | 18,000 | |||||
| • fixed portion (40%) | 4,000 | 4,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 6,000 | 6,000 | |||||
| Member of the Accounts and Risk Monitoring Committee | |||||||||
| • fixed portion (40%) | 2,800 | 2,800 | 2,800 | 2,800 | |||||
| • variable portion based on attendance (60%) | 4,200 | 4,200 | 4,200 | 4,200 | |||||
| Member of the Compensation and Appointments Committee | |||||||||
| • fixed portion (40%) | 1,400 | 1,400 | 1,400 | 1,400 | |||||
| • variable portion based on attendance (60%) | 2,100 | 2,100 | 2,100 | 2,100 | |||||
| Chantal Mazzacurati | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 6,000 | 6,000 | |||||
| Chairwoman of the Accounts and Risk Monitoring Committee | |||||||||
| • additional share | 9,000 | 9,000 | 9,000 | 9,000 | |||||
| • fixed portion (40%) | 2,800 | 2,800 | 2,800 | 2,800 | |||||
| • variable portion based on attendance (60%) | 4,200 | 4,200 | 4,200 | 4,200 | |||||
| Chairwoman of the Compensation and Appointments Committee | |||||||||
| • additional share | 3,500 | 3,500 | 3,500 | 3,500 | |||||
| • fixed portion (40%) | 1,400 | 1,400 | 1,400 | 1,400 | |||||
| • variable portion based on attendance (60%) | 2,100 | 2,100 | 2,100 | 2,100 | |||||
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Amounts
awarded for the fiscal year (in euros) |
Amounts
paid during the fiscal year (in euros) |
Amounts
awarded for the fiscal year (in euros) |
Amounts
paid during the fiscal year (in euros) |
||||||
| Hervé Claquin | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 6,000 | 6,000 | |||||
| Member of the Accounts and Risk Monitoring Committee | |||||||||
| • fixed portion (40%) | 2,800 | 2,800 | 2,800 | 2,800 | |||||
| • variable portion based on attendance (60%) | 4,200 | 4,200 | 4,200 | 4,200 | |||||
| Claudine Clot(1) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | - | - | 2,000 | 2,000 | |||||
| • variable portion based on attendance (60%) | - | - | 3,000 | 3,000 | |||||
| Olivier Dassault(1) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | - | - | 2,000 | 2,000 | |||||
| • variable portion based on attendance (60%) | - | - | 3,000 | 3,000 | |||||
| Marie-Hélène Dessailly | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 6,000 | 6,000 | |||||
| Member of the Accounts and Risk Monitoring Committee | |||||||||
| • fixed portion (40%) | 2,800 | 2,800 | 2,800 | 2,800 | |||||
| • variable portion based on attendance (60%) | 4,200 | 4,200 | 4,200 | 4,200 | |||||
| Carole Fiquemont(2) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 2,000 | 2,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 3,000 | 3,000 | |||||
| Aurélie Goulart-Lechevalier(2) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 2,000 | 2,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 3,000 | 3,000 | |||||
| Laure Grimonpret-Tahon | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 6,000 | 6,000 | |||||
| Member of the Compensation and Appointments Committee | |||||||||
| • fixed portion (40%) | 1,400 | 1,400 | - | - | |||||
| • variable portion based on attendance (60%) | 2,100 | 2,100 | - | - | |||||
| Maud Hayat-Soria(1) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | - | - | 2,000 | 2,000 | |||||
| • variable portion based on attendance (60%) | - | - | 3,000 | 3,000 | |||||
| Member of the Compensation and Appointments Committee | |||||||||
| • fixed portion (40%) | - | - | 1,400 | 1,400 | |||||
| • variable portion based on attendance (60%) | - | - | 2,100 | 2,100 | |||||
| Christian Moretti(3) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 2,000 | 2,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 0 | 0 | 6,000 | 6,000 | |||||
| Member of the Accounts and Risk Monitoring Committee | |||||||||
| • fixed portion (40%) | - | - | 1,400 | 1,400 | |||||
| • variable portion based on attendance (60%) | - | - | 2,100 | 2,100 | |||||
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Amounts
awarded for the fiscal year (in euros) |
Amounts
paid during the fiscal year (in euros) |
Amounts
awarded for the fiscal year (in euros) |
Amounts
paid during the fiscal year (in euros) |
||||||
| Marc-Olivier Laurent(4) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 2,000 | 2,000 | |||||
| • variable portion based on attendance (60%) | 4,000(6) | 3,000(6) | 3,000 | 3,000 | |||||
| Member of the Accounts and Risk Monitoring Committee | |||||||||
| • fixed portion (40%) | 2,800 | 2,800 | 1,400 | 1,400 | |||||
| • variable portion based on attendance (60%) | 1,400(6) | 2,100(6) | 2,100 | 2,100 | |||||
| Alexandre Picciotto(5) | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 2,000 | 2,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 0 | 0 | 6,000 | 6,000 | |||||
| Erik Pointillart | |||||||||
| Member of the Supervisory Board | |||||||||
| • fixed portion (40%) | 4,000 | 4,000 | 4,000 | 4,000 | |||||
| • variable portion based on attendance (60%) | 6,000 | 6,000 | 6,000 | 6,000 | |||||
| Member of the Compensation and Appointments Committee | |||||||||
| • fixed portion (40%) | 1,400 | 1,400 | 1,400 | 1,400 | |||||
| • variable portion based on attendance (60%) | 2,100 | 2,100 | 2,100 | 2,100 | |||||
| TOTAL AMOUNT | 168,700 | 168,400 | 189,500 | 189,500 | |||||
| (1) | A member of the Supervisory Board until the Shareholders’ Meeting of June 11, 2019, he/she received 50% of the compensation in respect of 2019. |
| (2) | Appointed to the Supervisory Board by the Shareholders’ Meeting of June 11, 2019, she received 50% of the compensation for this office in respect of 2019. |
| (3) | A member of the Supervisory Board until the Shareholders’ Meeting of June 11, 2020, he/she received 50% of the compensation in respect of 2020. A member of the Accounts and Risk Monitoring Committee until the Shareholders’ Meeting of June 11, 2019, he received 50% of the compensation for this office in respect of 2019. |
| (4) | A member of the Supervisory Board and of the Accounts and Risk Monitoring Committee since the Shareholders’ Meeting of June 11, 2019, he received 50% of the compensation in respect of 2019. |
| (5) | A member of the Supervisory Board until the Shareholders’ Meeting of June 11, 2020, he/she received 50% of the compensation in respect of 2020. |
| (6) | The variable amounts were readjusted due to the additional meetings of the Supervisory Board and the Accounts and Risk Monitoring Committee held in fiscal year 2020. An adjustment of €300 was paid in March 2021. |
TABLES RELATING TO THE COMPENSATION OF EXECUTIVE
CORPORATE OFFICERS
(based on the recommendations of the Afep-Medef Code and AMF position-recommendation – doc-2021-02)
The Managing Partners of the Company are Gilles Gobin, the company Sorgema (of which Gilles Gobin is Managing Partner), the company Agena (of which Jacques Riou is Chairman) and the company GR Partenaires. GR Partenaires does not receive any compensation or benefits of any kind in its capacity as Managing Partner. Consequently, no table will be presented concerning it.
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Gilles Gobin, Managing Partner | 2020
fiscal year (in euros) |
2019 fiscal year (in euros) |
|||
| Compensation awarded for the fiscal year (see table 2) | 17,741 | 16,768 | |||
| Valuation of options awarded during the fiscal year | NA | NA | |||
| Valuation of performance shares awarded during the year | NA | NA | |||
| Valuation of other long-term compensation plans | NA | NA | |||
| TOTAL | 17,741 | 16,768 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Gilles Gobin, Managing Partner | Amount
awarded (in euros) |
Amount
paid (in euros) |
Amount
awarded (in euros) |
Amount
paid (in euros) |
|||||
| Fixed compensation | 0 | 0 | 0 | 0 | |||||
| Annual variable compensation | 0 | 0 | 0 | 0 | |||||
| Exceptional compensation | NA | NA | NA | NA | |||||
| Compensation allocated in respect of the office of Supervisory Board member | NA | NA | NA | NA | |||||
| Benefits in kind (car) | 17,741 | 17,741 | 16,768 | 16,768 | |||||
| TOTAL | 17,741 | 17,741 | 16,768 | 16,768 | |||||
Gilles Gobin does not benefit from any stock option plans, nor is he eligible for grants of performance or preferred shares or multi-year variable compensation. In addition, Gilles Gobin does not benefit from an employment contract, supplementary pension scheme, severance payment or non-compete agreement.
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Sorgema, Managing Partner | 2020
fiscal year (in euros) |
2019
fiscal year (in euros) |
|||
| Compensation awarded for the fiscal year (see table 2) | 1,662,637 | 1,788,332 | |||
| Valuation of options awarded during the fiscal year | NA | NA | |||
| Valuation of performance shares awarded during the year | NA | NA | |||
| Valuation of other long-term compensation plans | NA | NA | |||
| TOTAL | 1,662,637 | 1,788,332 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Sorgema, Managing Partner | Amount
awarded (in euros) |
Amount
paid (in euros) |
Amount
awarded (in euros) |
Amount
paid (in euros) |
|||||
| Fixed compensation(1) | 1,662,637 | 1,665,116 | 1,644,443 | 1,650,079 | |||||
| Annual variable compensation | 0 | 0 | 143,889 | 0(2) | |||||
| Exceptional compensation | NA | NA | NA | NA | |||||
| Compensation allocated in respect of the office of Supervisory Board member | NA | NA | NA | NA | |||||
| Benefits in kind | NA | NA | NA | NA | |||||
| TOTAL | 1,662,637 | 1,665,116 | 1,788,332 | 1,650,079 | |||||
| (1) | The difference between the amounts of fixed compensation awarded in respect of year N and those paid during year N is explained by the fact that the fixed compensation awarded in respect of N is definitively known in March of N+1 (i.e. on the date of publication of the INSEE reference indexes for the fourth quarter of N) and consequently results in a mechanical regularization in N+1. |
| (2) | Against the backdrop of the Covid-19 pandemic, and although the Group has not requested government aid or used furlough schemes, the Managing Partners have decided to waive the variable portion of compensation for fiscal 2019. |
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Agena, Managing Partner | 2020
fiscal year (in euros) |
2019
fiscal year (in euros) |
|||
| Compensation awarded for the fiscal year (see table 2) | 712,559 | 766,428 | |||
| Valuation of options awarded during the fiscal year | NA | NA | |||
| Valuation of performance shares awarded during the year | NA | NA | |||
| Valuation of other long-term compensation plans | NA | NA | |||
| TOTAL | 712,559 | 766,428 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Agena, Managing Partner | Amount
awarded (in euros) |
Amount
paid (in euros) |
Amount
awarded (in euros) |
Amount
paid (in euros) |
|||||
| Fixed compensation(1) | 712,559 | 713,621 | 704,761 | 707,177 | |||||
| Annual variable compensation | 0 | 0 | 61,667 | 0(2) | |||||
| Exceptional compensation | NA | NA | NA | NA | |||||
| Compensation allocated in respect of the office of Supervisory Board member | NA | NA | NA | NA | |||||
| Benefits in kind | NA | NA | NA | NA | |||||
| TOTAL | 712,559 | 713,621 | 766,428 | 707,177 | |||||
| (1) | The difference between the amounts of fixed compensation awarded in respect of year N and those paid during year N is explained by the fact that the fixed compensation awarded in respect of N is definitively known in March of N+1 (i.e. on the date of publication of the INSEE reference indexes for the fourth quarter of N) and consequently results in a mechanical regularization in N+1. |
| (2) | Against the backdrop of the Covid-19 pandemic, and although the Group has not requested government aid or used furlough schemes, the Managing Partners have decided to waive the variable portion of compensation for the 2019 fiscal year. |
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Jacques Riou (in respect of his offices in Group subsidiaries) | 2020
fiscal year (in euros) |
2019
fiscal year (in euros) |
|||
| Compensation awarded for the fiscal year (see table 2) | 294,292 | 312,238 | |||
| Valuation of options awarded during the fiscal year | NA | NA | |||
| Valuation of performance shares awarded during the year | NA | NA | |||
| Valuation of other long-term compensation plans | NA | NA | |||
| TOTAL | 294,292 | 312,238 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| 2020 fiscal year | 2019 fiscal year | ||||||||
| Jacques Riou (in respect of his offices in Group subsidiaries) | Amount
awarded (in euros) |
Amount
paid (in euros) |
Amount
awarded (in euros) |
Amount
paid (in euros) |
|||||
| Fixed compensation | 284,444 | 284,444 | 298,496 | 298,496 | |||||
| Annual variable compensation | NA | NA | NA | NA | |||||
| Exceptional compensation | NA | NA | NA | NA | |||||
| Compensation allocated in respect of the office of Supervisory Board member | NA | NA | NA | NA | |||||
| Benefits in kind (car) | 9,848 | 9,848 | 13,742 | 13,742 | |||||
| TOTAL | 294,292 | 294,292 | 312,238 | 312,238 | |||||
Jacques Riou (Chairman of Agena) does not benefit from any stock-option plans, nor is he eligible for grants of performance or preferred shares or multi-year variable compensation in respect of his offices in the Group’s subsidiaries. In addition, Jacques Riou does not benefit from an employment contract, supplementary pension scheme, severance benefits or non-compete agreement.