Plastic Omnium - 2020 Universal Registration Document

CORPORATE GOVERNANCE Compensation of members of the Board of Directors and executive directors PLASTIC OMNIUM UNIVERSAL REGISTRATION DOCUMENT 2020 99 COMPENSATION PAID OR AWARDED 3.2.1.2 TO EXECUTIVE DIRECTORS DURING THE FISCAL YEAR 2020 This report, prepared by the Board of Directors, upon the proposal of the Compensation Committee, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, presents the total compensation and all benefits in kind paid during 2020 to executive directors. It describes and distinguishes between the fixed, variable and exceptional elements that make up that compensation and those benefits as well as the criteria used to calculate them or the circumstances giving rise to them. In accordance with the provisions of the AFEP-MEDEF Code, compensation paid to executive directors is defined by the Board of Directors based on the proposal of the Compensation Committee. It is presented at the annual Shareholders’ Meeting and subject to a binding vote in accordance with Articles 22-10-8 and L. 22-10-34 of the French Commercial Code. The compensation policy is reviewed every year by the Compensation Committee. In its recommendations to the Board of Directors, it proposes a compensation policy in line with the corporate interest and the practices of comparable international groups for similar positions based on a benchmark including CAC 40 and SBF 120 companies. In accordance with the recommendations of Article 25.2 of the AFEP-MEDEF Code, the Chairman of the Board of Directors, who is a non-executive director, does not receive any bonus linked to the Company’s performance. The compensation of other executive directors generally includes: a fixed annual compensation; ● a variable portion balanced in relation to total compensation, the ● purpose of which is to reflect the personal contribution of the executive to the development of the Group and the improvement of its results; an incentive portion subject to performance conditions. ● Strict performance criteria are set for both the variable portion and the long-term incentive portion and maintain a link between the Group’s performance and executive compensation, thus contributing to the Company’s strategy and sustainability. The compensation policies applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Chef Operating Officer, from 2021, are discussed in section 3.2.2.2. Fixed compensation 3.2.1.2.1 Fixed compensation in respect of fiscal year 2020 FIXED COMPENSATION OF LAURENT BURELLE Mr. Laurent Burelle, Chairman of the Board of Directors, received compensation of €1,875,000. This amount corresponds to an annual compensation of €1,950,000, from which was deducted €75,000 as a contribution to the Group’s collective effort during the period from April to May 2020 due to the health crisis (Covid-19) and corresponding to 25% of the monthly compensation received during this period. FIXED COMPENSATION OF LAURENT FAVRE (Covid-19) and corresponding to 25% of the monthly compensation received during this period. As a result, in 2020 Laurent Favre received fixed compensation of €865,385. The fixed annual compensation of Laurent Favre, Chief Executive Officer, amounted to €900,000 for the period under review, from which was deducted the amount of €34,615 as a contribution to the Group’s collective effort during the period April-May 2020 due to the health crisis In addition to this fixed annual compensation, a benefit in kind valued at €13,057, relocation and moving assistance received in the amount of €22,512, payment of the rent of €34,276 for his principal residence during the 5 months during which double rent was due following his appointment to Compagnie Plastic Omnium SE, as well as a signing bonus of €400,000 received as compensation for the loss of variable elements relating to his previous functions, this compensation having been paid by Plastic Omnium Gestion, a subsidiary of Compagnie Plastic Omnium SE. FIXED COMPENSATION OF FÉLICIE BURELLE The annual fixed compensation of Félicie Burelle, Managing Director, amounted to €500,000 for the period under review, from which was deducted the amount of €18,481 as a contribution to the Group’s collective effort during the period April-May 2020 due to the health crisis (Covid-19) and corresponding to 25% of the monthly compensation received during this period. As a result, in 2020 Félicie Burelle received fixed compensation of €481,519, plus a benefit in kind valued at €11,814 for the period under review. Fixed compensation in respect of fiscal year 2021 Refer to section 3.2.2 (Compensation policy). Bonus 3.2.1.2.2 Balance of the bonus with respect to 2019 paid in 2020 As a reminder, compensation of Compagnie Plastic Omnium SE’s executive directors was, until the fiscal year ended on December 31, 2019, based on a re-invoicing mechanism of amounts defined at Group level by the parent company Burelle SA and its subsidiaries, the main one being Compagnie Plastic Omnium SE. Each company decided separately on this compensation and the re-invoicing agreement was approved by all of the governance bodies, under the supervision of the Shareholders’ Meeting. The compensation of executive directors was defined in relation to Burelle SA’s consolidated cash flow. Burelle SA pays gross compensation to executive directors for their services, which is then billed to Compagnie Plastic Omnium SE and its subsidiaries, calculated on the basis of the estimated time spent by each of them on business relating to the Plastic Omnium Group. Based on Burelle SA’s audited and certified operating cash flow of €783,094,000 in 2019, the total amount of profit sharing net of social security costs distributable to the executive directors of Burelle SA was €9,238,619, this amount not being distributed in full to the executive directors concerned. BONUS OF LAURENT BURELLE In 2020, Laurent Burelle, Chairman and Chief Executive Officer until December 31, 2019, received €2,598,337 corresponding to the balance of his bonus awarded for the fiscal year 2019. As a reminder, until December 31, 2019, the bonus of Laurent Burelle was defined on the basis of the system described above. Therefore on the funds from operations of Burelle SA, after payment of interests and taxes, plus the share of funds from operations of joint-ventures, after payment of interests and taxes, and net of dividends paid by these companies. 76% of this bonus is re-invoiced to Compagnie Plastic Omnium SE and its subsidiaries.