Governance / Executive Board

The Executive Board is appointed for a period of three years and has five 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.

The following Executive Board decisions shall be subject to the Supervisory Board’s prior approval (Article 24.3 of the Bylaws) :

• significant transactions which may impact Company and Group strategy, changing their financial positions and scope of operations ;
• investments and commitments (including equity investments) with a total investment exceeding €20 million, insofar as these investments have not been budgeted ;
• divestments (including disposal of equity investments) and/or dilutions of a total amount or having an impact on the balance sheet exceeding €20 million, insofar as these divestments have not been budgeted ;
• the issuance of securities of whatever kind, liable to result in changes of the share capital.

The Executive Board meets as often as required in the interests of the Company. In 2018, the Executive Board met 39 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 collectively examines and takes decisions on investment projects submitted to it by operating teams.

The Executive Board also approves the Group’s half-year and annual financial statements, provisional management documents and wording of the management report, which are subsequently presented for review by 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.

Principles and rules determining Executive Board members’ remuneration and fringe benefits

In application of Article L. 225-37-3 of the Commercial Code, the total remuneration received by the Group’s Board members, including benefits, is detailled in chapter 2.3 of the group’s Registration document, 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 concurrently hold 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. This suspension has been confirmed by the Supervisory Board at each collective renewal of the terms of office, including in February 2017.

This suspension is motivated by the fact that 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.

The remuneration policy of the Executive Board is characterised by three different remuneration tools, each having an identified objective:

• Firstly, the fixed part of each of the members reflects the market remuneration for equivalent roles.
  Over the past three years, only the fixed part of the youngest member of the Executive Board has been amended.
• Secondly, the variable part, which is also fixed for each member according to their operational responsibilities.
  It is contingent upon achievement of annual operational performances, and its payment is deferred in full to the following financial year.
  As such, its variable nature is conducive to over-achievement. Over the past three years, the variable part has fluctuated been 79% and its maximum, it being specified that the maximum was only achieved once.
• Thirdly, free shares, which since 2017 have been exclusively subject to a three-year performance related condition and continued employment throughout this same period.

This remuneration item not only targets operational over-achievement but also the commitment of team loyalty. It is demonstrated that the Executive Board is fully exposed to any changes in the share price, without said share price being a performance criterion.

As such, the cumulative total of these remuneration tools facilitates alignment between the skills deployed by the Executive Board and the interests of the Company and its shareholders.