|Members of the Management Board||Age||Principal function within the company||Date of first appointement||Expiry date of appointement|
|Nicolas de Tavernost||62||Chairman of the Executive Board||26/05/2000||2015|
|Thomas Valentin||58||Vice-Chairman of the Executive Board with responsibility for Programmes and Content||26/05/2000||2015|
|Robin Leproux||54||Vice-Chairman of the Executive Board with responsibility for Sales and Business Development||31/03/2012||2015|
|Jérôme Lefébure||50||Member of the Executive Board with responsibilty for Management Operations||25/03/2010||2015|
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.
Operation of the Executive Board
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 2012, The Executive Committee met 17 times and the Management Committee met 14 times. Detailed minutes of each meeting were kept and handed out to each member.
Executive Board members' remuneration and fringe benefit
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 was as follows, it being noted that this chapter was prepared with the assistance of the Remuneration Committee.
Executive Board members' remuneration
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. The Supervisory Board decided on 10 March 2009 to maintain the suspension of the employment contract of Nicolas de Tavernost until the expiry of his term of office as Chairman of the Executive Board.
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.
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 directors 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 is paid by M6 Publicité.
In 2012, Executive Board members’ remuneration comprised the following items:
(1) a fixed element comprising:
- a basic salary for every member of the Executive Board, paid monthly for Nicolas de Tavernost, a Director, and over 13 months for Thomas Valentin, Robin Leproux and Jérôme Lefébure, all of whom are employees.
- the value of a company car as a benefit-in-kind.
(2) a variable part comprising two elements:
- for Nicolas de Tavernost and Jérôme Lefébure, additional remuneration based on the level of achievement of consolidated EBITA objectives for the Group, as defined by the Supervisory Board.
- for Robin Leproux, 70% of this remuneration is calculated by reference to net annual advertising revenue for M6 Publicité and 30% based on the level of achievement of consolidated EBITA objectives for the Group, as defined by the Supervisory Board;
- for Thomas Valentin, 70% of this remuneration is calculated based on the level of achievement of consolidated EBITA objectives for the Group and 30% based on audience criteria calculated for all channels held by the M6 Group.
-excluding Robin Leproux, remuneration as member of the Executive Board is determined by the Supervisory Board based on audience criteria calculated for all channels held by the M6 Group.
In 2012, the variable part represented a fraction of between 40% and 90% of the fixed part.
The targets set for the payment of variable remuneration are not disclosed on confidentiality grounds.
(3) annual granting of free shares, which may be availed of at the same time as those granted to other employees of the Group and the quantity of which reflects the assessment of individual performance.
At any time, each member of the Executive Board must retain at least 20% of the shares received or exercised.
The Board meeting of 10 March 2009 also decided to introduce a number of rules to provide a framework for the future allocation of free shares for the benefit of members of the Executive Board that are now subject to collective and individual ceilings as disclosed in the Group’s Management Report.
These allocations are subject to demanding performance conditions, in accordance with the recommendations of the AFEP/MEDEF Code.
(4) compensation for breach of contract, noting that pursuant to the AFEP-MEDEF Code of corporate governance for listed companies, on 10 March 2009 the Supervisory Board approved the proposal of the Remuneration Committee designed to harmonise all compensation for breach of contract granted to members of the Executive Board by restricting instances where payments are due and setting a maximum of 24 months as a basis for this compensation, the payment of which remains subject to the achievement of the performance conditions set by the Supervisory Board on 3 March 2008, in accordance with the AFEP-MEDEF Code of corporate governance for listed companies.
The compensation mechanism (individual amount, payment terms, etc.) is detailed in the Group’s Management Report.
(5) a supplementary, compulsory and defined contribution retirement plan put in place in April 2007 for all Executives of the Group, resulting in the constitution of individual pension accounts intended to fund the payment of life annuities.
(6) if applicable, exceptional remuneration.
No exceptional remuneration was paid during the 2012 financial year.
(7) long-term incentive plan (LTIP)
At its meeting held on 26 July 2011, the Supervisory Board of the Company authorised the implementation of a long-term incentive plan for the benefit of 25 senior executives, some of whom are members of the Executive Board. This plan will be subject to the achievement of cumulative performance targets for the years 2011 to 2013, based on economic value creation and their continued presence within the Group at 30 April 2014. The members of the Executive Board may be granted a maximum of 140,500 free shares out of the 500,000 shares reserved for all beneficiaries, subject to a further retention period of two years of additional presence within the Group for delivery of the shares in April 2016.