May 2020
A solid Governance
A solid governance - characteristics of a partnership limited
by shares
Michelin's governance is robust, stable, and focused on the long-term responsibility of senior executives. Operating as a partnership limited by shares, as defined by law, regulations and the Bylaws, offers the Company a number of key advantages
- Meets the fundamental principle of a clear segregation of management and supervisory powers
- Offers shareholders a rarely found level of assurance that the Group is run in their medium- to long-terminterests, particularly during times of volatile markets or economic crisis. The General Partners have unlimited personal liability for the debts incurred by Michelin
- Fosters direct and transparent ties with shareholders
3
A solid governance - structure of the Partnership limited by shares
General Partners
SAGES - Société Auxiliaire de Gestion | Florent Menegaux |
- Unlimited joint and personal liability for the Company's debts
- Say on pay resolutions are subject to their approval (Ordinary general meeting) as well as extraordinary resolutions
"Profit shares" allocated under the Bylaws
Managers | Term: |
4 years |
Florent Menegaux - Managing Chairman and General Partner
Limited Partners
Shareholders
- Liability limited to the amount of their investment
- Ultimate decision-making power in the event of a disagreement between the General Partners and the Limited Partners
Share of profits in the form of a dividend
Supervisory Board
9 members of which 1 Lead independent member
Approve the appointment of the Managers
Elect the members of the Supervisory Board
Adopt the financial statements approved by Management
Appoint the Statutory
Auditors
Statutory
Term:Auditors 4 yearsYves Chapot - General Manager
- Administer and manage the Company
4
- Exercises permanent oversight of the Company's management and reviews the financial statements
- Reviews strategic roadmaps and advises without intervening in management approved by Management
- Ensures that shareholders' rights are respected
Compensation for serving on the Supervisory Board
(previously referred to as « attendance fees »)
Compensation and Appointments Committee
Audit Committee
A solid governance - the General Partners, a complementary role
SAGES - Société Auxiliaire de Gestion | Florent Menegaux |
Non-Managing General Partner | Managing General Partner |
348,300 Michelin shares as of december 31, 2019 | 38,628 Michelin shares as of december 31, 2019 |
Unlimited joint and personal liability for the Company's debts
Guarantees permanence and is responsible of ensuring Company's continuity of leadership in the position of CGEM's manager were to fall vacant
In association with the Supervisory Board, ensures management continuity through the implementation of a succession plan
Recommends candidates for election as Manager of CGEM at the Shareholders Meetings, and, as applicable, submits recommendations to the Supervisory Board for the re-election of Managers or their removal from office
Chairman : Mr. Jacques de Chateauvieux
Shareholders: members of the founding family, current and former Michelin executives and qualified persons from outside the Group
A long-term Commitment
5
May 2020
Supervisory Board
The Supervisory Board - 9 members
Michel Rollier
Non-independent member (non-executive)
Chairman of the Supervisory Board
Member of the Compensation and Appointments Committee
Olivier Bazil | Barbara Dalibard | Jean-Pierre Duprieu | Aruna Jayanthi |
Independent member | Independent member | Independent member | Independent member |
Chairman of the Audit | Senior independent | Member of the | Member of the |
member | |||
Committee | Audit Committee | Compensation and | |
Chair of the | |||
Appointments Committee | |||
Compensation and | |||
Appointments Committee |
Anne-Sophie de la Bigne | Monique Leroux | Thierry Le Hénaff | Cyrille Poughon | |
Independent member | Independent member | Independent member | Non-independent member | |
Member of the Audit Committee* | Member of the | Member of the | (non-executive) | |
Member of the | Member of the | |||
Audit Committee | Audit Committee | |||
Compensation and | Audit Committee | |||
7 | ||||
Appointments Committee |
*Until July 2019
The Supervisory Board - overview
8
Changes within the Supervisory Board
Re-election of Supervisory Board members | Nomination | |
Anne-Sophie de la Bigne | Jean-Pierre Duprieu |
Independent member | Independent member |
Member of the | Member of the |
Compensation and | Audit Committee |
Appointments Committee |
Leaving (post AG 2020)
Olivier Bazil | |
Independent member | |
9 | Chairman of the Audit |
Committee |
Patrick de La Chevardière
Independent member
Chairman of the Audit
Committee
Patrick de La Chevardière was born in 1957 and is a French national.
He is currently a director of Schlumberger and until July 2019 was the Group's Chief Financial Officer and a member of the Executive Committee of the Total Group, where he spent his entire career.
Patrick de La Chevardière is a graduate of École centrale. He began his career as a drilling engineer in the Exploration and Production division (1982-1989), before joining the Finance Department (1989-1995). He subsequently served as head of the Operations and Subsidiaries Division (1995-2000), Asia Director in the Refining
and Marketing division (2000-2003), deputy Chief Financial Officer (2003-2008) and member of the Management Committee (2005), and Chief Financial Officer and member of the Executive Committee (from 2008).
Supervisory Board members : experience and expertise
10
The Supervisory Board activities
Supervisory Board | Audit Committee | Compensation and Appointments Committee | ||
- 9 members of which 1 senior independent member
- 5 meetings
Some issues examined by the Supervisory Board:
- | the challenges facing the Group's brands |
- | a report on the integration of businesses acquired in |
recent years and their financial and technological | |
synergies |
- 5 members (until July, 31st 2019)
- 4 meetings
The main purpose of the meetings held in 2019:
- the integration of the recently acquired Fenner and Camso groups
- product risk management
- 4 members
- 3 meetings
The main purpose of the meetings held in 2019:
- Review of the corporate officers' compensation
- Review of Supervisory Board members' independence and any conflicts of interest
- the industrial transformation |
- health and safety and environmental risks associated - Executive management succession plan with industrial operations
- an assessment of the Group's employment model and |
leadership model |
- employee representation on the Supervisory Board |
- strategic business reviews (several meetings) |
- proposed acquisitions (several meetings) |
- … |
- supply Chain productivity plan
- cost efficiency plan
- risk management processes and the internal audit program
- execution of the OPE business process management system program
- Recommendations concerning the re-election of Supervisory Board members at the Annual Shareholders Meetings of May 17, 2019 and June 23, 2020
- Variable compensation policy
11
May 2020
Group Management
The Group Management - internal organization
13
The Group Management - the Executive Committee, 10 members
- The Managers and the Executive Committee of 8 members
Managing Chairman and General partner: Florent Menegaux
General manager and Chief Financial Officer: Yves Chapot
DB1 : Executive Vice President, Automotive, Motorsport, Experiences, and Americas Regions: Scott Clark
DB2 : Executive Vice President, Road Transportation and European Regions: Laurent Bourrut
DB3 : Executive Vice President, Specialties and Africa/India/Middle East, China, East Asia & Australia Regions: Serge Lafon
DB4 : Executive Vice President, Services & Solutions, High Tech Materials: Sonia Artinian-Fredou
Executive Vice President, Manufacturing: Jean-ChristopheGuérin
Executive Vice President, Research & Development: Eric Philippe Vinesse
Executive Vice President & Chief HR Officer : Jean-ClaudePats
Executive Vice President, Engagement and Brands: Adeline Challon-Kemoun
14
May 2020
Say on pay 2019
Say on Pay 2019 - compensation policies applicable to
Management in 2019
Covid-19 impacts on compensation awarded in respect of 2019 and paid in 2020:
Considering the efforts that the Michelin Group's employees and other stakeholders have been called upon to make in order to deal with the consequences of the Covid-19 health crisis, the Managers Florent Menegaux and Yves Chapot announced their intention to waive 25% of their annual variable compensation for 2019 resulting from application of the criteria presented hereafter. Consequently, if the Annual Shareholders Meeting approves the components of the compensation paid or awarded to the Managers for 2019, the amount corresponding to the waived compensation will be not be paid to them.
In addition, CGEM will pay the sum corresponding to these waived compensations to national Covid-19 related charities.
16
Say on Pay 2019 - Florent Menegaux, Managing Chairman,
Managing General Partner
Fixed compensation
(paid and awarded)
€900,000
Annual variable compensation
(may be awarded)
€1,344,346(2)
0 to 20% of Profit Shares
Long-term incentive bonus (awarded)
Subject to performance conditions on 3 years
N/A(4)
0 to 30 % of Profit Shares
Fringe Benefits(1) : €8,627
Annual variable compensation and the Long-term incentive bonus will be deducted from the Profit Shares(3)
Quantifiable criteria: | Quantifiable and qualitative criteria: |
1. Level of Consolidated net income | 1. Digital strategy |
6% of Profit Shares | 2. CSR/Human rights |
2. Annual growth in Sales | 3. Group transformation support |
3. Annual free cash flow (excluding | |
acquisitions) |
4. Efficiency project SG&A/ gross margin
0 of 10% of Profit Shares | 0 of 4% Profit Shares |
Achievement 2019 : 9% / 16% | Achievement 2019 : 3.95% / 4% |
Achievement 2019 : 12.95% / 20% 149.37% as a % of fixed compensation
1. Growth in the Michelin share price vs. CAC 40 (from 0 to 11 % of Profit Shares)
2. CSR Performance (from 0 to 8 % of Profit Shares)
- MEF
- Employee Engagement
3. Growth in Segment Operating Income(5) (from 0 to 11 % of Profit Shares)
- Cap : at 2.5x annual fixed compensation of 2019
-
Profit Shares payable out of distributable income for 2021 under conditions: - Approval of the corresponding resolutions by the Annual Shareholders
Meeting called to approve the 2021 financial statements and the compensation concerned
- Profit Shares payable out of distributable income for 2021
- Subject to the availability and amount of Profit Shares for distribution in 2022 out of 2021 profit, after deducting annual variable compensation due for 2021 - F. Menegaux will have to invest in Michelin shares 20% of the long-term incentive bonus received at the end of the three-year period
(1) | Company car | |
(2) | Will be reduced by 25% following Florent Menegaux's decision to waive part of his variable compensation for 2019 (consequences of the Covid-19 health crisis) | |
17 | (3) | Based on calculation of Annual variable compensation and Cash-settled deferred variable compensation: 0,6 % Group's consolidated net income €10,380,258.65 |
(4) | Simulation at December 31,2019 of the deferred variable compensation awarded in respect of 2019: €1,136,336.11. N/A : Not Applicable | |
(5) | SOI : based on current business scope and comparable accounting methods, excluding changes in exchange rates. |
Say on Pay 2019 - Yves Chapot, General Manager
Fixed compensation
(paid and awarded)
€600,000
Fringe Benefits(1) : €9,253
Annual variable compensation
(may be awarded)
€465,035(2)
Based on 150% of fixed compensation
Long-term incentive bonus (awarded)
Subject to performance conditions on 3 years
N/A(3)
Based on 100 % of fixed compensation
Quantitative criteria:
1. Growth in SOI(4)
2. Annual growth in Sales
3. Annual free cash flow (excluding acquisitions)
Quantifiable and qualitative criteria:
1. Digital strategy
2. CSR/Human rights
3. Group transformation support
- Growth in the Michelin share price vs. CAC 40 (from 0 to 35 % of criteria results)
- CSR Performance (from 0 to 30% of criteria results)
- MEF
- Employee Engagement
3. Growth in SOI(4) (from 0 to 35% of criteria results)
4. the Efficiency project SG&A /gross margin
Maximum 80% of the base | Maximum 20% of the base | |
Achievement 2019 : 31.88 / 80 | Achievement 2019 : 19.79 / 20 | |
> Ceiling : 120% of the annual average of the annual variable compensation | ||
paid to Mr. Chapot for 2019, 2020 and 2021 |
Achievement 2019 : 51.67 / 100
77.50 % as a % of fixed compensation
- Company car
- Will be reduced by 25% following Yves Chapot's decision to waive part of his variable compensation for 2019 (consequences of the Covid-19 health crisis)
18 | (3) | Provision as of December 31, 2019 : €93,000. N/A : Not Applicable |
(4) | SOI : based on current business scope and comparable accounting methods, excluding changes in exchange rates |
Say on Pay 2019
JD- Senard, Managing Chairman and General Partner (until May, 17th 2019)
€1,067,946
Fixed compensation
(paid and awarded)
€411,022
(prorated to the period served in 2019)
Fringe Benefits(1) : €3,529
Annual variable compensation | ||||||
Long-term incentive bonus | ||||||
(awarded) | ||||||
€653,395 | ||||||
- | ||||||
From 0 to 18% of Profit Shares | ||||||
Non awarded in 2019 | ||||||
(prorated to the period served in 2019) | ||||||
Annual variable compensation and the long-term incentive bonus will be deducted from the Profit Shares(3)
Quantitative criteria:
1. Level of Consolidated net income
8 % of Profit Shares
2. Annual growth in Sales
3. Annual free cash flow (excluding acquisitions)
4. Efficiency project SG&A/Gross margin
Quantifiable and qualitative criteria:
1. Digital strategy
2. CSR/Human rights
3. Group transformation support
From 0 to 6% of Profit Shares | From 0 to 4% of Profit Shares | ||
Achievement 2019 : 10% / 14% | Achievement 2019 : 3.95% / 4% | ||
Achievement 2019 : 13.95% / 18% | |||
146.80% as a % of fixed compensation | |||
19 | (1) | Company car | |
(2) | Overall achievement rate of 13.95%/18% (€1,448,045.08) prorated over the period served by Jean-Dominique Senard in 2019, corresponding to 5/12. This results in an amount | ||
of €603,395.21 which, together with the €50,000 paid for Compagnie Financière Michelin SCmA (CFM) in respect of his position as General Partner of that company, gives a | |||
total of €653,391.5 payable in respect of 2019. | |||
(3) | Based on calculation of Annual variable compensation and Cash-settled deferred variable compensation : 0,6 % of Group Consolidated net income €10,380,258.65 |
Compensation paid or awarded to the members of the
Supervisory Board
Amounts paid in 2019 | Amounts awarded in | |||||
in respect of 2018* | respect of 2019** | |||||
€554,992 | €660,777 | |||||
/! No variable compensation was paid to them in 2019 or awarded to them in respect of that year.
The Chairman and independent members of the Supervisory Board are joining the Managers by deciding to donate 25% of their 2019 compensation received in 2020 to foundations in their respective countries, which are part of the fight against Covid-19.
*The amounts paid in 2019 were awarded in respect of 2018 out of the total annual compensation of €555,000 decided by the Annual Shareholders Meeting of May 13, 2016
**The amounts awarded in respect of 2019 have been determined in accordance with the principles and practices approved by the Supervisory Board in 2019, based on the total annual compensation of €770,000 decided by the Annual Shareholders Meeting of May 17, 2019
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2019 compensation
Michel Rollier, Chairman of the Supervisory Board
- Compensation consistent with the policy applied for the top executives of other CAC 40 companies
- Most of the fee is contingent on his attendance rate at meetings of the Supervisory Board and the Committee of which he is a member
60% of the fee is tied to his attendance rate at meetings of the Board and its Committees
Individual attendance rate in 2019
87.5%*
Attendance fees for 2019
€112,800
/! Michel Rollier is joining the Managers by deciding to donate 25% of his 2019 compensation received in 2020 to a foundation which is part of the fight against Covid-19.
21 | *Michel Rollier was exceptionally prevented from attending the meeting on October 7, after he |
was the victim of a minor accident that left him temporarily housebound. | |
Compensation paid during fiscal year 2019
Florent Menegaux | Yves Chapot | Jean-Dominique Senard |
22
Compensation ratios of the Managers
and the Chairman of the Supervisory Board
The ratios presented below have been calculated in such a way as to disclose information related to the function, in order to guarantee, as far as possible, the relevance and consistency of comparative information across the entire reporting period.
The ratios are based on the fixed and variable compensation paid during the years indicated to employees who were present throughout the year, as well as on the performance shares awarded in those years, measured at fair value.
As the Company is a holding company without any employees, the disclosures required by Article L. 225-37-3-I-6 and 7 of the French Commercial Code referring to Article L. 226-8-2-1 of the Code, concerning the corporate officer-to-worker compensation ratio is not applicable. The Company has nonetheless chosen to disclose these ratios, based on available historical data, for its main French subsidiary, Manufacture Française des Pneumatiques Michelin, which employed over 81% of the Michelin Group's total workforce in France at December 31, 2019. This subsidiary is engaged in manufacturing, sales, and research and development activities and also hosts the Michelin Group's corporate departments.
23
Compensation ratios of the Managers
and the Chairman of the Supervisory Board
11.0 % | 5.6 % | 9.5 % | ||
24
May 2020
Say on pay 2020
Management and Supervisory Board Compensation Policies
for 2020
The 2020 Compensation Policy is the subject of two proposed resolutions to be presented at the Annual Shareholders Meeting of June 23, 2020 (6th and 7th résolution)
The Management and Supervisory Board Compensation Policies must :
- Be compatible with the Company's corporate interests:
- This Compensation Policy establishes a competitive framework aligned with the Group's strategy and business environment. The policy is designed to increase medium and long-term performance and competitiveness
- Contribute to the Company's marketing strategy:
- The Managers' variable compensation (annual, long-term) represents the predominant part of their total compensation
- The amount they receive in variable compensation depends on the achievement of objectives related to the Group's main perform ance indicators, which also apply to the employees of Group companies
- Contribute to the Company's long-termsustainability of the business:
- The performance indicators applicable to their variable compensation (annual and long-term) focus on sustained performance in line with the
Group's strategy => Managers. The Compensation Policy takes into account the position as General Partner => Managing Chairman - As from 2020, part of their variable compensation consists of performance shares that are subject to vesting conditions linked to the achievement of performance objectives over several years => Managers
- Most of the compensation of the Supervisory Board is based on their attendance rate at Board and Committee meetings => Supervisory Board
- The performance indicators applicable to their variable compensation (annual and long-term) focus on sustained performance in line with the
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2020 Compensation policy for the Managers
Fixed compensation
Resolutions n°6 and 7
Considering the efforts that the Michelin Group's employees and other stakeholders have been called upon to make in order to deal with the consequences of the Covid-19 health crisis, the Managing Chairman, the General Manager and the Non-Managing General Partner have decided, with the unanimous backing of the Supervisory Board, to:
- maintain the Managers' fixed compensation at the amounts decided at the time of their appointment, i.e. €900,000 for Florent Menegaux and €600,000 for Yves Chapot
- to reduce this fixed compensation by 25% for the period during which employees are furloughed.
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2020 Compensation policy for the Managers
Long-term variable compensation: performance share rights
Resolution n°25
The 2020 Compensation Policy provides for the use of a simpler mechanism that is even more closely aligned with the components of the long-term compensation paid to Michelin employees
- the Managers are no longer entitled to a cash-settledlong-term incentive bonus
- instead, they participate in the annual performance share plans set up for employees, on the same terms and based on the same criteria, except for certain terms that are necessary by virtue as their position as Managers and corporate officers; and
- new performance criteria have been added for all plan participants (employees and Managers) to take into account the changing market environment in which the Group's businesses operate and the Group's strategy
Note : in line with the dynamic new variable compensation policy designed to increase employee engagement by giving them a greater stake in the Group's earnings performance, the Managers propose granting five shares each to the employees of the main French subsidiaries.
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2020 Compensation policy for the Managers
Florent Menegaux, Managing Chairman, General Partner
Fixed
compensation
€900,000
Annual variable compensation
0 to 20% of Profit Shares
Performance shares
Subject to performance conditions on 3 years
- Capped at 0.05% of the Company's share capital
- Capped at 100% of annual fixed compensation
Fringe Benefits(1) : -
Annual variable compensation and the Long-term incentive bonus will be deducted from the Profit Shares(2)
Quantifiable criteria: | Quantifiable and qualitative criteria: |
1. Level of Consolidated net income | 1. Deployment of the Group's strategy |
4% of Profit Shares | 2. Employee safety |
2. SOI(3) evolution | 3. Implementation of the synergies |
arising from recent acquisitions | |
(from 0 to 8% of Profit Shares) | |
3. Annual Structural free cash-flow | |
(from 0 to 8% of profit Shares |
1. Growth in the Michelin share price vs. Stoxx Europe 600 (annual average)
Weight: 30%
2. CSR performance
- Michelin Environmental Footprint
- Employee engagement rate
Weight: 30%
3. Operating performance: growth in revenue (excluding tires | |||||||
and distribution) and return on capital employed - ROCE(4) | |||||||
0 to 16% of Profit Shares | 0 to 4% of Profit Shares | ||||||
Weight: 40% | |||||||
The following will be applied to each criterion exceptfor the one concerning net income: | |||||||
• a trigger point below which no compensation will be due; | ➢ | the Managers would be required to hold 40% of the vested shares for | |||||
• an intermediate tranche between the trigger point and 100% of the objective, with | as long as they remained in office; | ||||||
the compensation prorated to the achievement rate for the objective; | ➢ | the vested free shares would be delivered to him only if Profit Shares | |||||
• 100% of the objective, corresponding to the level at which the maximum | were distributed in respect of the year preceding the one in which the | ||||||
compensation for the criterion would be payable. | shares are issued | ||||||
29 | (1) | Company car | |||||
(2) | Based on calculation of Annual variable compensation and Cash-settled deferred variable compensation: 0,6 % Group's consolidated net income | ||||||
(3) | SOI : based on current business scope and comparable accounting methods, excluding changes in exchange rates | ||||||
(4) | Total consolidated ROCE (i.e. including acquisitions and companies accounted for by the equity method) |
2020 Compensation policy for the Managers
Yves Chapot, General Manager
Fixed
compensation
€600,000
Fringe Benefits(1) : -
Annual variable compensation
150% of fixed compensation
Performance shares
Subject to performance conditions on 3 years
- Capped at 0.05% of the Company's share capital
- Capped at 100% of annual fixed compensation
Quantifiable criteria:
1. Level of Consolidated net income
2. SOI(2) evolution
3. Annual Structural free cash-flow
Maximum 80% of the base
Quantifiable and qualitative criteria:
1. Deployment of the Group's strategy
2. Employee safety
3. Implementation of the synergies
arising from recent acquisitions
Maximum 20% of the base
1. Growth in the Michelin share price vs. Stoxx Europe 600 (annual average)
Weight: 30%
2. CSR performance
- Michelin Environmental Footprint
- Employee engagement rate
Weight: 30%
3. Operating performance: growth in revenue (excluding tires and distribution) and return on capital employed - ROCE(3)
The following will be applied to each criterion includingfor the one concerning net income:
- a trigger point below which no compensation will be due;
- an intermediate tranche between the trigger point and 100% of the objective, with the compensation prorated to the achievement rate for the objective;
- 100% of the objective, corresponding to the level at which the maximum compensation for the criterion would be payable.
Weight: 40%
- the Managers would be required to hold 40% of the vested shares for as long as they remained in office
30 | (1) | Company car |
(2) | SOI : based on current business scope and comparable accounting methods, excluding changes in exchange rates | |
(3) | Total consolidated ROCE (i.e. including acquisitions and companies accounted for by the equity method) |
May 2020
Say on pay 2018
Say on Pay 2018 - 2018 compensation (cash-settled and fringe benefits) Jean-Dominique Senard, Managing Chairman (until May 17, 2019)
(in €, before payroll and other taxes)
Annual Fixed | Single-Criterion | Multi-Criteria | Long-term incentive | |||||||||||||
Annual Variable | Annual Variable | Performance conditions over 3 years | ||||||||||||||
€1,100,000 | €796,621 | €965,903 | LTI due | LTI awarded | ||||||||||||
€1,362,465 | - | |||||||||||||||
8% of the Consolidated | For up to 14% of the Consolidated | |||||||||||||||
Base: €1,800,000*** | Base: €1,080,000 | |||||||||||||||
Calculation Base** | Calculation Base** | |||||||||||||||
The Variable Components and the Long-term incentive are paid out of the Profit Shares allocated to the General Partners under the Bylaws, | ||||||||||||||||
capped at 0.6% of the Group's consolidated net income and approved at the Annual Shareholders Meeting as part of the appropriation | ||||||||||||||||
Fringe benefit*: €8,470 | ||||||||||||||||
of net income | ||||||||||||||||
Single-
Criterion
19% Fixed
26%
Multi-
Criteria
23% LTI
32%
Paid to the General Partners for the risk incurred by virtue of their unlimited joint and personal liability for the Company's debts
3 quantitative criteria | 4 qualitative criteria | 4 quantitative criteria | |||
- | Annual growth in sales | - | Digital strategy | - Growth in Michelin's share price | |
volume | - | CSR/Environment & | compared with that of the CAC40 index | ||
- | Efficiency project | human rights | - | MEF measurement | |
- Annual free cash flow | - | Manager transition | - | Employee engagement rate | |
excluding acquisitions | - | Group organization | - | Growth in consolidated | |
operating income |
*Company car
**Consolidated Calculation Base:
0.6% of the Group's consolidated net income
***As increased or reduced to reflect the percentage gain or loss in Michelin's share price over the three-year period from 2016 to 2018, namely 10.5%
Achievement in 2018: | Achievement in 2018: |
62.90/100 | 44.58/50 |
Achievement in 2018: 107/150,
or 87.80% of Annual Fixed Compensation
Ceiling: 150% of the average of the Annual Variable Components paid to Jean-Dominique Senard for 2016, 2017 and 2018, and amount of Profit Shares available for distribution after deducting the Variable Compensation due for 2018
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Say on Pay 2018 - 2018 compensation (cash-settled and fringe benefits) Florent Menegaux, Managing General Partner
(in €, before payroll and other taxes)
Annual Fixed | Single-Criterion | Multi-Criteria | Long-term incentive | ||||||||||||
Annual Variable | Annual Variable | Performance conditions over 3 years | |||||||||||||
€554,672 | €312,374 | €356,106 | LTI due | LTI awarded | |||||||||||
Base: €900,000 | 5% of the Consolidated | For up to 8.50% of the Consolidated | - | - | |||||||||||
(Prorated to reflect the period served in 2018) | Calculation Base** | Calculation Base** | Base: €720,000 | ||||||||||||
(Prorated to reflect the period served in 2018) | (Prorated to reflect the period served in 2018) | ||||||||||||||
The Variable Components of compensation are paid out of the Profit Shares | |||||||||||||||
Fringe benefit*: €5,392 | |||||||||||||||
Single-
Criterion
26%Fixed
45%
Multi-
MultiCriteria-Criteria
29%
Paid to the General Partners for the risk incurred by virtue of their unlimited joint and personal liability for the Company's debts
3 quantitative criteria | 4 qualitative criteria | ||
- | Annual growth in sales | - | Digital strategy |
volume | - | CSR/Environment & | |
- | Efficiency project | human rights | |
- Annual free cash flow | - | Manager transition | |
excluding acquisitions | - | Group organization |
4 quantitative criteria
- Growth in Michelin's share price compared with that of the CAC40 index
- MEF measurement
- Employee engagement rate
- Growth in consolidated operating income
Achievement in 2018: | Achievement in 2018: |
62.90/100 | 44.58/50 |
Ceiling: 150% of the average of the Annual Variable Components paid to Florent Menegaux for 2018, 2019 and 2020, and
*Company car
**Consolidated Calculation Base:
0.6% of the Group's consolidated net income
Achievement in 2018: 107/150,
or 64.20% of Annual Fixed Compensation
amount of Profit Shares available for distribution after deducting the Variable Compensation due for 2020
33
Say on Pay 2018 - 2018 compensation (cash-settled and fringe benefits) Yves Chapot, General Manager
(in €, before payroll and other taxes)
Annual Fixed
€372,808
Base: €600,000
(Prorated to reflect the period served in 2018)
Fringe benefit*: €4,352
Multi-Criteria | Long-term incentive | ||||||
Annual Variable | Performance conditions over 3 years | ||||||
€263,763 | LTI due | LTI awarded | |||||
- | - | ||||||
Maximum of 120% of fixed compensation | |||||||
(Prorated to reflect the period served in 2018) | Base: €600,000 | ||||||
Multi-
CriteriaFixed
41%59%
3 quantitative criteria
- Growth in consolidated operating income from recurring activities
- Level of consolidated inventories of finished and semi-finished products
- Level of Automotive segment tire sales volume
2 qualitative criteria
- Organizational transition
- Customer Service initiative/ Net Promoter Score
4 quantitative criteria
- Growth in Michelin's share price compared with that of the CAC40 index
- MEF measurement
- Employee engagement rate
- Growth in consolidated operating income
*Company car
**Liability recognized for the LTI: €94,200
34
Achievement in 2018: | Achievement in 2018: |
37.61/70 | 20.78/30 |
Achievement in 2018: 58.39/100,
or 70.75% of Annual Fixed Compensation
Ceiling: 120% of the average of the Annual Variable Components paid to Yves Chapot for 2018, 2019 and 2020
Say on Pay 2018 - 2018 compensation (entitlement to additional benefits and oth advantages)
Jean-Dominique Senard, Managing Chairman
Florent Menegaux, Managing General Partner
Yves Chapot, General Manager
- Compensation for loss of office as a result of a change of strategy or a change of control, subject to performance conditions decided by the Supervisory Board
- Non-competeindemnity
No additional benefits were paid in 2018
- No other benefits
- No stock options
- No performance shares
- No attendance fees
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Say on Pay 2018 - 2018 compensation (supplementary pension benefits)
=> Applicable to all senior executives of the two main French companies who have served for at least five years as a senior executive
1.5% of benefits vest each year, entitling participants to an annuity representing a replacement rate of up to 15% of the reference compensation
The replacement rate, including entitlements under compulsory plans, is capped at 35%, which is well below the 45% ceiling for fixed and variable compensation recommended in the AFEP/MEDEF Code
Payment of a gross annual maximum annuity after 10 years of service, conditional on participants ending their career with the company
Mr. Senard, Managing Chairman
Mr. Menegaux, Managing General Partner
Mr. Chapot, General Manager
Estimated amount of annual income at | |
December 31, 2018 | |
Mr. Senard, Managing Chairman | €165,000 |
Mr. Menegaux, Managing General Partner | €135,000 |
Mr. Chapot, General Manager | €110,544 |
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Say on Pay 2018 - 2018 compensation
Michel Rollier, Chairman of the Supervisory Board
- No compensation is awarded to Michel Rollier aside from attendance fees, consistent with the policy applied for the top executives of other CAC 40 companies
- Most of the fee is contingent on his attendance rate at meetings of the Supervisory Board and the Committee of which he is a member
60% of the fee is tied to his attendance rate at meetings of the Board and its Committees
Individual attendance rate in 2018
100%
Attendance fees for 2018
€90,000
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Compagnie Générale des établissements Michelin SA published this content on 11 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 May 2020 16:03:07 UTC