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Compensation and Benefits of Directors 4.2 And CORPORATE GOVERNANCE 4 Compensation and benefits of Directors and corporate officers 4.2 Compensation and benefits of Directors and corporate officers 4.2.1 Compensation and benefits of Directors 4.2.1.1 Principles of the compensation policy rise to allocation of an additional compensation. The for Directors Chairmen of the Committees and of the Board also receive specific compensation in this capacity; Several years ago, Mercialys introduced a compensation the workload and the level of responsibility involved in policy for Directors which is intended to be balanced, belonging to Specialized Committees: the effort and time virtuous and favorable to the Company’s corporate interest. Directors devote to the Company are taken into account. Accordingly, the Directors receive compensation in return for As a result, the Specialized Committees do not all entitle sharing their expertise and for their involvement in good Directors to the same level of additional compensation, governance of the Company, both of which are sources of depending on the number of meetings organized each year sustainable development. Mercialys complies scrupulously and the technical and strategic criticality; with the recommendations of the AFEP-MEDEF Code in this domain. In particular it takes all necessary steps to avoid the attendance: compensation for directors includes a situations leading to potential conflicts of interest, including variable component that is larger than the fixed component, those that may concern determination of the compensation based on their effective individual rate of attendance at (the independence of the Directors is assessed annually by Board of Directors’ Meetings and Specialized Committees. the Appointments, Compensation and Governance Note that the variable component of compensation for Committee). These reviews are detailed in points 4.1.1, 4.1.6 Directors or Committee members who have been absent is and 4.1.7, p. 236 et seq. and p. 269 et seq. not reallocated, except in exceptional circumstances; The principles Mercialys applies to its compensation policy the possibility of exceptional compensation: in the case of for Directors are: specific events or situations that result in Extraordinary Meetings of the Specialized Committees or Board of membership of one or more governance bodies: in Directors, additional compensation can be allocated to all addition to their membership of the Board of Directors, the or some of the directors. Directors’ participation in Specialized Committees gives Mercialys determines and allocates the annual package for compensation of Directors according to the traditional procedure illustrated below: METHODS FOR DETERMINING THE COMPENSATION POLICY FOR DIRECTORS APPOINTMENTS, COMPENSATION AND GOVERNANCE COMMITTEE Formulation of recommendations BOARD to the Board of Directors: OF DIRECTORS On the arrangements for distribution of the overall compensation Determination of the methods for allocating package for the Directors the overall compensation package for the previous year for the Directors for the previous year On the amount of the overall COMPENSATION Proposal to the Annual General Meeting compensation package for the FOR DIRECTORS of shareholders of an overall compensation Directors for the upcoming year package for the Directors for the upcoming year ANNUAL GENERAL MEETING OF SHAREHOLDERS Ex post vote on the compensation allocated to the Directors for the previous year Ex ante vote on the overall package for compensation of Directors for the upcoming year MERCIALYS | UNIVERSAL REGISTRATION DOCUMENT 2020 | 273 4 CORPORATE GOVERNANCE Compensation and benefits of Directors and corporate officers 4.2.1.2 Compensation of Directors for fiscal year 2020 The Annual General Meeting of April 20, 2016 set the overall amount of the package for compensation allocated to members of the Board of Directors and of the Specialized Committees at Euro 325,000, in accordance with the principles of the policy set out above. This amount has remained the same since then, and notably the Annual General Meeting of April 23, 2020 adopted it again. On the basis of the recommendations of the Appointments and Compensation Committee, the Board of Directors, at its meeting of December 10, 2020, approved the terms and conditions for the allocation of directors’ compensation for the fiscal year 2020, which are as follows: the annual unitary amount for compensation of members of the Board of Directors is set at Euro 15,000. This compensation consists of a fixed component and a variable component awarded according to attendance: Board of Directors Fixed annual unitary amount Euro 5,000 Variable annual unitary amount (for 100% attendance) Euro 10,000 additional compensation is paid to members of the Specialized Committees. It consists of a fixed component and a variable component. The amounts set for each committee are as follows: Audit, Risks Investment and Sustainable Appointments and Committee Development Committee Compensation Committee Fixed annual unitary amount Euro 4,000 Euro 4,000 Euro 4,000 Variable annual unitary amount (for 100% attendance) Euro 11,000 Euro 6,000 Euro 6,000 Additional amount paid to the Committee Chairman Euro 5,000 Euro 5,000 Euro 5,000 Note that: On this basis, the total gross amount of compensation paid in January 2021 in respect of fiscal year 2020 to members of the the individual or additional compensation indicated above Board of Directors and of the Specialized Committees totaled is paid prorata temporis depending on the date when the Euro 270,070 compared to Euro 271,711 in respect of fiscal duties began or ended; year 2019. this compensation is paid in the month following the The tables below detail the compensation paid by Mercialys closing of each fiscal year; in 2019, 2020 and 2021 to each of the directors. It is the individual or additional compensation for members stipulated that no compensation was paid by the companies representing or employed by the majority shareholder, the it controls, and that the Company is not controlled in the Casino group, or its group of controlled companies, is sense of Article L. 233-16 of the French Commercial Code. limited to 50% of the amounts indicated above; Note that the information concerning Mr Éric Le Gentil, the corporate officers of Mercialys benefit from an Chairman of the Board of Directors, is shown also in full detail insurance policy taken out by the Company and covering in § 4.2.2.2, B, p. 283 et seq. the civil, personal or joint liability of all its senior executives and corporate officers, including those of its subsidiaries, whether directly or indirectly owned. The tax authorities have ruled that this insurance policy covers the risks inherent in corporate officers’ activity and that the insurance premium paid by the Company does not, therefore, constitute a taxable benefit. 274 | MERCIALYS | UNIVERSAL REGISTRATION DOCUMENT 2020 CORPORATE GOVERNANCE 4 Compensation and benefits of Directors and corporate officers COMPENSATION PAID TO DIRECTORS IN 2019 AND 2020 (FOR THE FISCAL YEARS 2018 AND 2019) (in euros) Amounts paid in 2019 Amounts paid in 2020 Stéphanie Bensimon 12,649(1) 28,175 Victoire Boissier 24,091 23,750 Anne-Marie de Chalambert 18,447(2) - Élisabeth Cunin 29,091 28,750 Dominique Dudan 25,644(2) 45,000 Jacques Dumas 12,500 12,500 Antoine Giscard d’Estaing 11,250 - Marie-Christine Levet 11,196(1) - David Lubek 12,500 9,250 Ingrid Nappi 23,182 23,750 Pascale Roque 24,200 24,325 Michel Savart 20,000 20,000 Bruno Servant 0(3) 0(3) Generali Vie 14,091(3) 15,000(3) Sub-total excluding Éric Le Gentil, Chairman of the Board of Directors 238,841 230,500 Éric Le Gentil 50,000(4) 41,211(4) TOTAL 288,841 271,711 (1) Resignation of Mrs Marie-Christine Levet on June 7, 2018/Co-option of Mrs Stéphanie Bensimon on June 7, 2018. (2) Non-renewal of Mrs Anne-Marie de Chalambert’s directorship at the Annual General Meeting of April 26, 2018/Appointment of Mrs Dominique Dudan as new director. (3) Generali Vie changed its compensation policy starting in fiscal year 2018 and now receives its compensation directly in its capacity as director sitting on the Mercialys Board of Directors. Since this new policy was introduced, Mr Bruno Servant, the permanent representative of Generali Vie, has waived his share of payment of his compensation in his capacity as member of the Investment Committee. (4) Mr Éric Le Gentil benefited from additional compensation amounting to Euro 20,000 payable to the Chairman and Chief Executive Officer up to February 12, 2019. During fiscal year 2018, he was not however a member of the Appointments and Compensation Committee. MERCIALYS | UNIVERSAL REGISTRATION DOCUMENT 2020 | 275 4 CORPORATE GOVERNANCE Compensation and benefits of Directors and corporate officers COMPENSATION PAID TO DIRECTORS IN 2021 (FOR FISCAL YEAR 2020) Specialized Committees Audit, Risks and Sustainable Appointments Board Investment Development and Compensation of Directors Committee Committee Committee fixed variable fixed variable fixed variable fixed variable (in euros) component component component component component component component component Total Stéphanie Bensimon 5,000 10,000 - - 9,000 6,000 - - 30,000 Victoire Boissier 5,000 10,000 - - 2,762 3,600 4,000 6,000 31,362 Élisabeth Cunin 5,000 10,000 - - - - 9,000 6,000 30,000 Dominique Dudan 5,000 10,000 9,000 11,000 - - 4,000 6,000 45,000 Jacques Dumas 2,500 5,000 - - - - 2,000 3,000 12,500 David Lubek 2,500 5,000 2,000 5,500 - - - - 15,000 Ingrid Nappi(1) 1,548 3,333 - - 1,238 2,400 - - 8,519 Pascale Roque 5,000 8,889 - - 4,000 4,800 - - 22,689 Michel Savart 2,500 5,000 2,000 5,500 2,000 3,000 - - 20,000 Generali Vie / 5,000(2) 10,000(2) 0(3) 0(3) - - - - 15,000 Bruno Servant Sub-total excluding Éric Le Gentil, 39,048 77,222 13,000 22,000 19,000 19,800 19,000 21,000 230,070 Chairman of the Board of Directors Éric Le Gentil 5,000 10,000 4,000 11,000 - - 4,000 6,000 40,000 TOTAL 44,048 87,222 17,000 33,000 19,000 19,800 23,000 27,000 270,070 (1) Ingrid Nappi’s directorship was not renewed at the Annual General Meeting of April 23, 2020, the date on which her term of office ended.
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