2.5 Remuneration and benefits of the members of the Supervisory Board
The purpose of this chapter is to present (i) the remuneration policy for the members of the Company’s Supervisory Board and (ii) the components of the total remuneration and benefits paid during or allocated in respect of 2020 to these members. This remuneration policy and the components of the remuneration packages will be submitted for shareholder approval at the Annual General Meeting to be held on 30 June 2021.
2.5.1 REMUNERATION POLICY FOR THE MEMBERS OF THE SUPERVISORY BOARD
In accordance with legal provisions, the remuneration policy applicable to members of the Supervisory Board was drawn up by the Supervisory Board at its meeting on 28 February 2020, based on the proposals set out by the Appointments, Remuneration and CSR Committee at its meeting on 25 February 2020. Based on a recommendation of the Appointments, Remuneration and CSR Committee meeting of 30 March 2021, the Supervisory Board decided to renew this policy for the 2021 fiscal year at its meeting of 26 April 2021.
The components of remuneration for members of the Supervisory Board for 2021 are determined, allocated, or decided in this context. This procedure will be identical for any subsequent revision of the remuneration policy.
The Supervisory Board members are paid an annual fixed fee (previously called “attendance fees”) whose amount is set by the shareholders at the Annual General Meeting.
Since a resolution approved by 98.25% of shareholders at the General Meeting of 10 May 2011, this aggregate amount of annual remuneration has been set at €700,000.
The allocation criteria for this remuneration are as follows. These rules apply to all members of the Supervisory Board, including the members representing Group employees:
- each member of the Supervisory Board is entitled to one basic portion;
- each member of the Audit Committee is entitled to 2 additional portions;
- each member of the Strategy Committee is entitled to 1.5 additional portions;
- each member of the Appointments, Remuneration and CSR Committee is entitled to 1.5 additional portions;
- the Chairs of the Board and the Committees are entitled to 1 additional portion.
The basic portion of the fees is equal to the aggregate amount of the fees divided by the total number of portions to which Board members are entitled.
Sixty percent of these fees is paid based on each member’s actual attendance at the Supervisory Board meetings and the meetings of the Board(s) of which he or she is a member.
The fees are paid by Lagardère SCA, on an annual basis at the start of each year for amounts due in respect of the prior year. In accordance with the recommendations of the Afep-Medef Code, the members of the Supervisory Board – including its Chairman – do not receive any further variable remuneration, share or performance share options, or any further benefits.
However, in accordance with the applicable legal provisions, the members of the Supervisory Board representing Group employees will hold employment contracts with the Company or one of its subsidiaries and therefore receive remuneration corresponding to their position (salary and, where applicable, any incentives, profit sharing, variable remuneration and/or free shares).
The components of remuneration for Supervisory Board members are regularly reviewed in order to (i) compare them with the practices of other issuers or industry peers, notably based on public or private surveys, and to (ii) verify that they are in line with best corporate governance practices (recommendations in the Afep-Medef Code, AMF and HCGE reports, etc.).
The policy implemented translates into remuneration whose aggregate amount set by the Company’s shareholders has not changed since 2011, and takes into account members’ actual attendance at Supervisory Board and Board Committee meetings in determining a weighted variable portion. This policy therefore ensures a measured, balanced and equitable package that is fully aligned with the corporate and long-term interests of the Company.
In accordance with the second paragraph of article L. 22-10-76 III of the French Commercial Code, the Supervisory Board may decide to make an exception to the remuneration policy by modifying the criteria applicable to the overall fees or by allocating an additional portion to one or more members in consideration for the completion of specific ad hoc missions. Any such temporary exception would be made public and justified, notably with regard to the Group’s corporate and long-term interests.
2.5.2 TOTAL REMUNERATION AND BENEFITS PAID DURING OR ALLOCATED IN RESPECT OF 2020
This section notably includes, with regard to the members of the Supervisory Board, the information referred to in article L. 22-10-9 of the French Commercial Code.
The tables provided in this section show the remuneration based on the presentation format recommended in the Afep-Medef Code and AMF recommendation no. 2021-02.
Pursuant to the allocation criteria for the attendance fees set out in the remuneration policy described above, the members of the Supervisory Board received the following remuneration:
| (in euros) | Amount allocated in respect of 2019 and paid in 2020 | Amount allocated in respect of 2020 and paid in 2021 |
| Nathalie Andrieux | 63,926.94 | 14,634.15 |
| Jamal Benomar | 21,308.98(1) | 47,500.00 (1) |
| Valérie Bernis | - | 13,414.63 |
| Martine Chêne | 21,308.98 | 8,536.59 |
| Georges Chodron de Courcel | 13,850.84 | - |
| François David | 127,853.88 | 15,853.66 |
| Michel Defer | - | 2,134.15 |
| Yves Guillemot | 18,112.63 | 13,658.55 |
| Soumia Malinbaum | 63,926.94 | 53,353.66 |
| Hélène Molinari | 63,926.94 | 13,109.76 |
| Guillaume Pepy | - | 109,146.34 |
| Gilles Petit | 41,552.51 | 103,658.54 |
| François Roussely | 5,327.25 | - |
| Nicolas Sarkozy | - | 49,939.02 |
| Xavier de Sarrau | 106,544.90(1) | 8,231.71 (1) |
| Aline Sylla-Walbaum | 63,926.94(1) | 39,024.39 |
| Susan M. Tolson | 21,308.98(1) | 57,926.83 (1) |
| Patrick Valroff | 63,926.94 | 138,719.51 |
| Total | 696,803.65(1) | 688,841.49 (1) |
(1) Withholding tax is deducted from this amount.
2.5.2.2 CHAIRMAN OF THE SUPERVISORY BOARDPatrick Valroff did not receive any other component of remuneration besides attendance fees, in accordance with the allocation rules set out in section 2.5.1.
| Remuneration received | |||||
| Full-year 2019 (1) | Fiscal year 2020 | ||||
| Amounts allocated | Amounts paid | Amounts allocated | Amounts paid | ||
| Remuneration | 63,926.94 (2) | 58,721.70 | 138,719.51 (3) | 63,926.94 | |
| Other remuneration | N/A | N/A | N/A | N/A | |
| Total | 63,926.94 | 58,721.70 | 138,719.51 | 63,926.94 | |
(1) Patrick Valroff was appointed Chairman of the Supervisory Board on 4 December 2019.
(2) Amount corresponding to three basic portions of fees based on an attendance rate of 100%.
(3) Amount corresponding to six and a half basic portions of fees based on an attendance rate of 100%..
PAY RATIOS
The methods used for calculating these ratios were the same as those used for the executive corporate officers. For further details, therefore, see section 2.4.2.1.
Patrick Valroff
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Remuneration paid or allocated during the year (in €) | 57,931 | 55,263 | 55,629 | 58,721 | 63,926 |
| Average remuneration paid or allocated during the year to Company employees (in €) | 444,525 | 415,095 | 328,974 | 352,018 | 277,431 |
| Ratio versus the average remuneration of Company employees | 0.1 | 0.1 | 0.1 | 0.1 | 0.2 |
| Median remuneration paid or allocated during the year to Company employees (in €) | 269,460 | 255,548 | 251,902 | 260,472 | 212,681 |
| Ratio versus the median remuneration of Company employees | 0.2 | 0.2 | 0.2 | 0.2 | 0.3 |
| Average remuneration paid or allocated during the year to Group employees in France (in €) | 55,032 | 57,659 | 56,468 | 56,098 | 52,338 |
| Ratio versus the average remuneration of Group employees in France | 1 | 1 | 1 | 1 | 1.2 |
| Median remuneration paid or allocated during the year to Group employees in France* (in €) | 50,985 | 51,771 | 50,535 | 50,745 | 50,675 |
| Ratio versus the median remuneration of Group employees in France* | 1.1 | 1.1 | 1.1 | 1.1 | 1.3 |
(*) The median remuneration of Group employees in France and the corresponding ratio do not include the value of free shares as this component cannot be disclosed meaningfully for this extremely wide scope.
2.5.3 APPROVAL OF THE COMPONENTS OF REMUNERATION PAID DURING OR ALLOCATED IN RESPECT OF 2020 TO THE CHAIRMAN OF THE SUPERVISORY BOARD
Further to the Company’s application of the legal provisions, the fixed, variable and extraordinary components making up the total remuneration and benefits paid during or allocated in respected of 2020 to the Chairman of the Supervisory Board will, in accordance with article L. 22-10-77 II of the French Commercial Code, be submitted to the approval of the Company’s shareholders at the Annual General Meeting to be held on 30 June 2021.
These components, which are described in detail in the preceding sections, are summarised below in the format recommended in the Afep-Medef Code.
Patrick Valroff
| Components of remuneration put to the shareholders’ >vote | Amounts paid in 2020 | Amounts allocated in respect of 2020 (or accounting values) | Presentation |
| Annual fixed remuneration | N/A | N/A | ► Patrick Valroff does not receive any annual fixed remuneration. |
| Annual variable remuneration | N/A | N/A | ► Patrick Valroff does not receive any annual variable remuneration. |
| Multi-annual cash-settled variable remuneration | N/A | N/A | ► Patrick Valroff does not receive any multi-annual cash-settled variable remuneration. |
| Share options, performance shares and other grants of securities | N/A | N/A | ► Patrick Valroff does not receive any share options, performance shares or grants of other securities. |
| Extraordinary remuneration | N/A | N/A | ► Patrick Valroff did not receive any extraordinary remuneration for 2020. |
| Remuneration for offices held | €63,926.94 (amount allocated in respect of 2019) | €138,719.51 | ► This amount corresponds to the fees due to Patrick Valroff in 2021 for the duties he performed in 2020 as Chairman of the Supervisory Board and of the Audit Committee, and as member of the Strategy Committee. ►The aggregate amount of fees allocated among Supervisory Board members was set by the shareholders at €700,000 at the Annual General Meeting of 10 May 2011. In respect of 2020, each member of the Supervisory Board received a basic portion of fees. The following members also received an additional portion of fees corresponding to a multiple of the basic portion: members of the Audit Committee (twice the basic portion), members of the Strategy Committee and members of the Appointments, Remuneration and CSR Committee (1.5 times the basic portion) and the Chair of the Supervisory Board and the Committee Chairs (one basic portion). The basic portion of fees is equal to the total fees divided by the total number of portions to which Board members are entitled. The variable portion of the fees, which is determined based on actual attendance at meetings, represents 60% of the total amount received. ► The amount due to Patrick Valroff for 2020 corresponds to 6.5 basic portions of fees based on an attendance rate of 100%. |
| Benefits in kind | N/A | N/A | ► Patrick Valroff does not receive any benefits in kind. |
| Benefits linked to taking up or terminating office | N/A | N/A | ► Patrick Valroff is not entitled to any benefits of this nature. |
| Benefits linked to non-competition agreements | N/A | N/A | ► Patrick Valroff is not entitled to any benefits of this nature. |
| Supplementary pension plan | N/A | N/A | ► Patrick Valroff is not a member of a supplementary pension plan. |