|Members of the Management Board||Age||Principal function within the company||Date of first appointement||Expiry date of appointement|
|Nicolas de Tavernost||64||Chairman of the Executive Board||26/05/2000||2018|
|Thomas Valentin||60||Vice-Chairman of the Executive Board with responsibility for Programmes and Content||26/05/2000||2018|
|Jérôme Lefébure||51||Member of the Executive Board with responsibilty for Management Operations||25/03/2010||2018|
|David Larramendy||41||Member of the Executive Board||17/02/2015||2018|
The Executive Board is appointed for a period of five years and has four members, all natural persons designated by the Supervisory Board, compensated by Métropole Télévision Group and aged under 70 years.
The Executive Board has the widest possible powers to act in all circumstances on behalf of the Company with third parties pursuant to Article 18 of the bylaws.
However, investments and divestments not provided for in the budget and whose unit amount has an impact exceeding €20 million on the Group’s financial position require the prior approval of the Supervisory Board.
The Executive Board meets as often as required in the interests of the company and usually once a week. In 2012, the Executive Board met 27 times, with minutes kept for each of these meetings. The Executive Board prepares all files to be submitted to Supervisory Board meetings by providing a detailed presentation of the situation of each activity of the Group during the previous quarter. To that end, the Executive Board ensures the relevance of operating management indicators presented to the Supervisory Board in order to reflect developments affecting the various activities and businesses. The Executive Board examines and collectively takes decisions on investment projects submitted to it by operating teams.
The Executive Board also approves half-year and annual financial statements which are subsequently presented for approval to the Supervisory Board. Lastly, the Executive Board decides on the Group’s financial communication.
In addition, the Executive Board directs the Group’s senior executive managers by calling regular meetings of:
- the Executive Committee, comprising the main operational and functional managers, which is in charge of implementing the Executive Board’s major operational and strategic decisions;
- the Management Committee, comprising the main managers responsible for activities and functional services, which inform the Group on business management.
In application of Article L. 225-102-1, paragraphs 1 and 2 of the Commercial Code, the total remuneration received by the Group’s Board members, including fringe benefits, is described in the chapter 2.3 of the Group registration document (click here to download it), it being noted that this chapter was prepared with the assistance of the Remuneration Committee.
Every year, the Supervisory Board, upon proposal by the Remuneration Committee, sets the Executive Board members’ remuneration policy with reference to the AFEP/MEDEF recommendations on the governance of listed companies.
All members of the Executive Board cumulate an employment contract with a term of office as Director, noting that Nicolas de Tavernost’s employment contract has been suspended since 6 December 1990 and will remain so until his term of office as Chairman of the Executive Board expires.
At its meeting of 5 May 2014, the Supervisory Board decided to renew in advance the term of office of the Executive Board for three years from 25 March 2015, i.e. until 25 March 2018. On this occasion, the Supervisory Board firstly decided not to change the individual remuneration of the members of the Executive Board, and secondly, it renewed its 1990 decision to maintain the (suspended) employment contract of Nicolas de Tavernost.
The creation of the channel M6 in 1987 was only possible through the combination of the drive of its historical shareholders and the energy invested by the initial salaried staff, including Nicolas de Tavernost. When he was appointed as a corporate officer in 1990, the shareholders sought to maintain that initial employment contract (suspended) since the future of the channel was not assured at that time. The Group’s subsequent development, the result of the work carried out by its management, and the evolution of its governance have never erased this particular relationship between the Group and one of its founders, justifying the continued suspension of the employment contract.
On the same occasion and in view of this decision, Nicolas de Tavernost will now be subject to a non-compete obligation for a period of twelve months following his departure (details enclosed in § 184.108.40.206).
The remuneration policy sets all fixed, variable and exceptional remuneration items, in addition to commitments of any nature undertaken by the Company for the benefit of its directors and senior executives.
It is not only based on the performance of work results achieved, level of responsibility assumed, but also on practices observed in comparable companies and remuneration paid to other operational managers of the company.
The remuneration of members of the Executive Board is paid by the parent company Métropole Télévision, with the exception of Robin Leproux, whose salary was paid by M6 Publicité.
In 2014, Executive Board members’ fixed remuneration comprised the following items:
- a basic salary for every member of the Executive Board, paid monthly over 12 months for Nicolas de Tavernost, a corporate officer, and over 13 months for others. Due to the resignation of Robin Leproux during the year, his fixed remuneration was paid to him on a pro rata temporis basis,
- the value of a company car as a benefit-in-kind.
The fixed remuneration of the members of the Executive Board was last revised:
? Regarding Nicolas de Tavernost and Thomas Valentin on 4 March 2010;
? Regarding Jérôme Lefébure on 24 July 2012.
Variable remunerationin 2014 comprises two elements:
- additional remuneration representing 70% of this part,
- corporate officer remuneration representing 30% of this part.
Additional remuneration is based on:
- for Nicolas de Tavernost and Jérôme Lefébure, the level of achievement of consolidated EBITA objectives for the Group, as defined by the Supervisory Board;
- for Thomas Valentin, 49% of this remuneration is calculated based on the level of achievement of consolidated EBITA objectives for the Group, as set by the Supervisory Board, and 51% based on audience criteria calculated for all channels held by the M6 Group;
- for Robin Leproux, this remuneration was calculated by reference to net annual advertising revenue of M6 Publicité, the term revenue meaning total net revenue achieved on behalf of advertising media at M6 Publicité,
The corporate officer remuneration component is determined by the Supervisory Board based on an audience criteria calculated for all channels held by the M6 Group, except for Robin Leproux, for whom it was calculated in relation to EBITA.
Pursuant to section 23.2.3 of the AFEP-MEDEF Code, the variable remuneration of each member of the Executive Board corresponds to a percentage of the fixed remuneration. Thus the maximum variable remuneration (that is to say where the maximum target is achieved) of each of the members of the Executive Board is as follows:
- Nicolas de Tavernost : 103%
- Thomas Valentin : 111%
- Jérôme Lefébure : 43%
- Robin Leproux : 134%
In respect of the 2014 financial year, the variable remuneration calculated, taking into account the performances achieved, represents the following individual percentages of fixed remuneration:
- Nicolas de Tavernost : 54% compared with 81% in 2013
- Thomas Valentin : 46% compared with 77% in 2013
- Jérôme Lefébure : 23% compared with 34% in 2013
Furthermore, Robin Leproux having resigned:
- on 25 August 2014 from his operational duties, will not receive any variable remuneration in this regard, since his variable share for 2014, measured on commercial performance, requires presence at 31 December;
- on 15 September 2014 from his term of office on the Executive Board, will receive variable remuneration of 8.5/12ths in this regard.
The expected level of achievement of all criteria of variable remuneration is established precisely every year based on budget targets but is not disclosed on the grounds of confidentiality.
The variable remuneration of all employee beneficiaries (including members of the Executive Board) due in respect of a financial year are paid during the following financial year.
No exceptional remuneration was paid during the 2014 financial year to Executive Board members.
On 10 March 2009, the Supervisory Board decided to introduce a number of rules to provide a future framework for all allocations of options to subscribe or to purchase shares and all allocations of free shares for the benefit of members of the Executive Board.
a) Allocation limits
The allocation of options to subscribe or to purchase shares and the allocation of free shares for the benefit of members of the Executive Board shall now be subject to the following collective and individual limits:
? Collective limits
The total amount, determined under IFRS 2, of options to subscribe or to purchase shares allocated to all members of the Executive Board with effect from 1 January 2009 may not exceed 15% of the total amount authorised by the Extraordinary General Meeting;
Based on the authorisation granted by the Meeting of 5 May 2014, this amount may represent a maximum of 0.2% of the Company’s share capital.
The total amount, determined under IFRS 2, of free shares allocated to all the members of the Executive Board, with effect from 1 January 2009, may not exceed 15% of the total amount authorised by the Extraordinary General Meeting;
? Individual limits
The cumulative amount, determined under IFRS 2, of options to subscribe or to purchase shares and free shares allocated to Nicolas de Tavernost during a given year may not exceed 150% of his gross remuneration, fixed and variable, due in respect of the year preceding the year of allocation;
The cumulative amount, determined under IFRS 2, of options to subscribe or to purchase shares and free shares allocated to Thomas Valentin, Jérôme Lefébure or Robin Leproux during a given year may not exceed 100% of their gross remuneration, fixed and variable, due in respect of the year preceding the year of allocation.
b) Performance conditions
The new allocation of options to subscribe or to purchase shares, as well as the new allocation of free shares for the benefit of members of the Executive Board is now subject to the following performance conditions:
- an internal performance condition identical to that applied to all beneficiaries of each allocation plan, and set in 2007, 2008, 2009, 2010, 2011, 2012, 2013 and 2014 compared to an objective of earnings per share or consolidated net profit;
- an external performance condition based on the gross consolidated advertising market share (terrestrial, DTT, Cable & Satellite) achieved by the Métropole Télévision Group: this share must be higher than 20% in the two previous years preceding the date of exercise of the option or the date of final vesting of free shares allocated.
c) Additional investment condition for the allocation of free shares
The final vesting of shares allocated free to members of the Executive Board is now subject to prior acquisition on the market by the beneficiary concerned, of an additional number of shares of the Company representing 10% of the number of shares finally allocated for free.
d) Retention commitment
Pursuant to the meeting of the Supervisory Board of 3 March 2008, the members of the Executive Board are required to retain without conditions 20% of the shares arising from the exercise of options to subscribe or to purchase shares, as well as shares allocated for free. It is noted, also, that this retention rule also applies to the shares acquired on the market by members of the Executive Board in compliance with the additional investment condition of 10%.
e) Long-term incentive plan (LTIP)
At its meeting held on 29 July 2014, the Supervisory Board of the Company authorised the implementation of a second long-term incentive plan for the benefit of 23 senior executives, including the Executive Board. This plan, which was effectively implemented on 15 October 2014, will be subject to the achievement of cumulative performance targets for the years 2014 to 2016, based on value creation and their continued presence within the Group at 30 April 2019. Members of the Executive Board may be granted a maximum of 100 000 free shares out of the 382,000 shares reserved for all beneficiaries, subject to a further retention period of two years of additional presence within the Group for availability of the shares in April 2021.
f) Other provisions applicable to members of the Executive Committee in the area of options and free shares
It should be noted that no discount is applied by the Company at the time of allocation of options to subscribe or purchase shares.
In addition, the members of the Executive Board have made a formal commitment not to enter into a hedging transaction for their risk where they benefit from the allocation of options to subscribe for or purchase shares and from the allocation of free shares.
Also, the Supervisory Board decided to prohibit the exercise of options to subscribe or to purchase shares by members of the Executive Board during the Company’s following financial communication periods:
- from 19 January to 18 February 2014
- from 14 April to 5 May 2014
- from 30 June to 29 July 2014
- from 6 to 28 October 2014.
- from 18 January to 17 February 2015
- from 8 April to 28 April 2015
- from 29 June to 28 July 2015
- from 14 September to 3 November 2015.
Free shares are granted annually to members of the Executive Board at the same time as those granted to other employees of the Group. The quantity granted reflects the assessment of individual performance.
The expected level of attainment of the performance condition of shares allocated in 2014 and 2013 (attainment of a consolidated net profit level), shares acquired in 2014, and shares which became available in 2014, was prepared in a precise manner and is not be made public for reasons of confidentiality.
Since the introduction of free share plans, allocated shares have been purchased on the market rather than newly issued. Allocations of free shares have not therefore caused any dilution.
a) Free shares allocated during the 2014 financial year
In accordance with the authorisation granted by the Combined General Meeting of 4 May 2011 (Resolution n°11), and in application of the authorisation granted on 26 July 2011 by the Supervisory Board to introduce a medium-term incentive and loyalty plan (LTIP) measured over the cumulative period 2011/2012/2013, on 31 December 2013 the Executive Board observed that the 36 month value creation target had been exceeded. An allocation of free shares was made on 14 April 2014, following approval by the Supervisory Board on 18 February 2014, for a group of 23 manager and executive recipients including the members of the Executive Board, this allocation being subject to the strict condition of being an employee at 14 April 2016.
In addition, pursuant to the authorisation granted by the Combined General Meeting of 5 May 2014 in its 18th resolution, the Executive Board decided on 13 October 2014 to implement a free share plan, which was approved by the Supervisory Board on 29 July 2014.
This allocation plan potentially involves 513,150 shares (maximum allocation), granted to 177 beneficiaries under the conditions of the achievement of a performance target for 2014 and being members of staff on 15 October 2016.
In this respect, members of the Executive Board benefited from the allocation of free shares, after approval by the Supervisory Board and upon the proposal of the Remuneration Committee.
The performance condition for 2014 has been achieved, as duly noted by the Supervisory Board on 17 February 2015, which entitles the members of the Executive Board to the allocation of 40,500 shares, subject to their being members of staff on 15 October 2016.
The shares allocated in 2014 to the members of the Executive Board represented 2.1% of the total amount authorised by the Extraordinary General Meeting of 5 May 2014 at the date of this document, thereby complying with the decision of the Supervisory Board of 10 March 2009 and the AFEP/MEDEF recommendations, as specified in section 220.127.116.11.
b) Free shares allocated to members of the Executive Board in the previous year (2013)
Regarding the allocation of free shares in July 2013, during its meeting of 18 February 2014, the Supervisory Board had established the attainment of performance criteria required for the 2013 financial year, and approved during its meeting of 17 February 2015 the additional performance condition required for the Executive Board which demands that the Group’s gross advertising market share exceeds 20% over the financial year concerned (2013) and the following financial year (2014).
This level of performance was achieved during both financial years.
c) Free shares vested to members of the Executive Board in 2014
These shares resulted from the free share plan of 27 July 2012 which, for the Executive Board, was conditional not only on the achievement of the consolidated net profit objective, but also on the achievement of an advertising market share for 2012 and 2013. Given the overachievement, the number of shares definitively allocated is equal to the maximum number authorised.
The number of shares definitively allocated complies with the rules on maximum allocations referred to in Paragraph 18.104.22.168.
These shares already issued were thus granted on 27 July 2014, the 2012-2013 performance condition having been validated by the Supervisory Board in February 2014.
For the plans subject to performance conditions, the data presented hereafter is the reference data corresponding to the fulfilment of the target described.
The value of the allocated shares corresponds to the value of the shares on their allocation as used within the application framework of IFRS 2.
In addition, on the same subject and under the same conditions as Group employees, the members of the Executive Board benefit from a legal end of career payment.
Moreover, since July 2007, the members of the Executive Board benefit, as do all senior executives of the Group, from a supplementary and compulsory pension scheme of defined contribution that enables the establishment of an individual retirement account to finance the payment of a life-time annuity.
Employer contributions recognised by the Company during the 2014 financial year in respect of retirement commitments are detailed individually in Paragraph 2.3.2, Tables (5). In 2014, they totalled €60 032 for all members of the Executive Board.
It should be noted that every member of the Executive Board and employees concerned by this regime pay an annual contribution, which is supplemented by an employer contribution, and which is presented hereafter in the individual remuneration tables.
All members of the Executive Board are now bound by individual non-compete agreements:
· Nicolas de Tavernost in respect of the duties performed as part of his term of office. This agreement lasts for a period of 12 months from the date of his departure and he would receive fixed-rate remuneration of 50% of the fixed and variable remuneration (excluding free shares, LTIP, options and similar benefits) received during the twelve months preceding the termination of his duties (Supervisory Board decision of 5 May 2014);
The Board has provided for a stipulation authorising it to waive the implementation of this agreement upon his departure. The Board has not ruled out the application of this agreement in the event of departure due to retirement, given the small size of the audiovisual sector and Nicolas de Tavernost’s level of experience.
· Other members of the Executive Board, in respect of their employment contracts, notably:
? Thomas Valentin for a period of 3 months and he would receive fixed-rate remuneration of 50% of his fixed remuneration received over the previous twelve months;
? Jérôme Lefébure for a period of 3 months and he would receive fixed-rate remuneration of 50% of his fixed remuneration received over the previous twelve months;
? Robin Leproux for a period of 12 months and he would receive fixed-rate remuneration of 50% of his fixed remuneration received over the previous twelve months.
As a result of his departure on 15 September 2014, Robin Leproux is subject to this agreement and remunerated from that date until 15 September 2015.
In accordance with Paragraph 23.2.5 of the AFEP-MEDEF Code, the Supervisory Board may, upon the opinion of the Remuneration and Appointments Committee, release Nicolas de Tavernost from this agreement.
In application of the recommendations published in the AFEP-MEDEF Corporate Governance Code for listed companies revised on 13 June 2013, the Supervisory Board meeting of 10 March 2009 approved the Remuneration Committee’s proposal seeking to standardise all severance pay agreed for the benefit of the members of the Executive Board by specifying (a) the taxable base and (b) the circumstances giving rise to this compensation (c) the payment of which remains subject to the performance condition introduced by the Supervisory Board on 3 March 2008.
This individual mechanism was subject to an amendment to the employment contracts of Thomas Valentin, Jérôme Lefébure and Robin Leproux, duly authorised by the Supervisory Board.
Arising from his term of office as Chairman of the Executive Board, Nicolas de Tavernost benefits from a compensation for breach of contract, while the other members of the Executive Board have contractual compensation included in their employment contracts in the event of breach at the initiative of the Company, for any motive excluding misconduct or serious offence.
a) Event of payment of severance pay
The event of compensation for breach contract benefiting member of the Executive Board is now limited to Nicolas de Tavernost, in the event of the termination of his term of office as Chairman of the Executive Board other than by way of resignation or lack of performance (with both performance and lack of performance defined below), and for the other members of the Executive Board, in the event of breach of their employment contract other than dismissal for misconduct or serious offence, to resignation or lack of performance.
Severance pay is not therefore paid out in the event of a change in role within the Group.
At its meeting of 5 May 2014, the Board decided to retain the compensation mechanism for Nicolas de Tavernost in the event of non-voluntary departure, i.e. not following resignation or voluntary retirement, and subject to performance conditions (see paragraph below).
The Board, acknowledging that this situation does not comply with the provisions of the AFEP-MEDEF Code whereby it is recommended that the payment of severance pay is contingent on a departure related to a change in control or strategy, considers that:
· The concept of a change in control does not constitute a relevant criterion given the specific features of the Company, particularly the provisions governing the ownership of its capital.
The provisions of Article 39 of Audiovisual Law n° 86-1067 of 30 September 1986, as amended, relating to freedom of communication, do not allow a shareholder to hold more than 49% of the share capital and voting rights;
· The concept of change in strategy is particularly multifaceted in the audiovisual field. Nicolas de Tavernost could be required to step down without the major strategic policies that he initiated and implemented actually being called into question.
Given the length of service of the party concerned within the Group and his contribution to its development since its creation in 1987, the Board considers it inconceivable for the compensation provided for by this agreement to be subject to any uncertainty regarding its interpretation.
During the same meeting of 5 May 2014, the Board also decided to maintain unchanged, from 25 March 2015, the pre-existing conditions applicable to the termination of the duties of Thomas Valentin, Jérôme Lefébure and Robin Leproux.
b) Basis for calculation of severance pay
Compensation for breach of contract for members of the Executive Board is now equal to the difference between (i) twenty four (24) months of gross monthly remuneration calculated on the basis of the total gross remuneration, both fixed and variable portions, received over the twelve (12) months preceding the termination of the term of office as Chairman of the Executive Board of Nicolas de Tavernost or the termination of the employment contract of Thomas Valentin, Robin Leproux and Jérôme Lefébure, and (ii) the cumulative amount (x) of the legal and contractual compensation possibly due in respect of breach of employment contract of the beneficiary, and the amount (y) of the compensation due, where appropriate, in respect of the non-competition commitment.
It is specified, for the purposes of the calculation of this amount, that the remuneration as a member of the Executive Board is excluded from the basis of the calculation of compensation for Thomas Valentin, Robin Leproux and Jérôme Lefébure, to the extent that the contractual compensation for breach of contract from which they benefit is part of their employment contract.
It is noted that where appropriate in the event of the reinstatement of Nicolas de Tavernost’s employment contract following the termination end of his term of office as Chairman of the Executive Board, the legal or contractual redundancy payments or retirement benefits due to Nicolas de Tavernost will be calculated based on his total length of service within the Group, including in respect of his corporate office, and on the average gross monthly remuneration (excluding free shares, LTIP, options and similar benefits) received by Nicolas de Tavernost as Chairman of the Executive Board or as an employee during the twelve months preceding the date of termination of his employment contract.
c) Maintained performance conditions
It is specified that the payment of compensation for breach of contract thus redefined by the Supervisory Board remains subject, pursuant to Article L. 225-90-1 of the Commercial Code, to the achievement of the following performance condition, introduced by the Supervisory Board on 3 March 2008:
Profit from recurring operations (EBITA) of Métropole Télévision Group for the 36 months prior to the termination of contract shall be at least equal to 80% of the budgeted objective, as approved by the Supervisory Board. The amount of severance pay shall then be calculated in proportion (between 80% and 100% of its reference amount) of the percentage of profit from recurring operations (EBITA) achieved compared to the budgeted objective. No severance pay shall be paid when profit from recurring operations (EBITA) for the past 36 months prior to the termination of contract proved lower than 80% of the budgeted objective.
Payment of severance pay is subject to prior acknowledgement by the Supervisory Board that the performance condition has been fulfilled.
In accordance with this entire compensation mechanism, no payment is due to Robin Leproux in respect of his resignation.
It is noted that in accordance with legislation and the recommendations of the AFEP-MEDEF Code (Paragraph 24.3), the remuneration items due or allocated in respect of the financial year ended 31 December 2013 to Nicolas de Tavernost, as Chairman of the Executive Board, and Thomas Valentin, Jérôme Lefébure and Robin Leproux, as members of the Executive Board, were submitted to the advisory vote of shareholders at the Combined General Meeting of 5 May 2014, in the 13th and 14th resolutions, approved at 97.59% and 93.56% of the respective votes cast.