PEUGEOT INVEST (EPA:PEUG) - Remuneration of corporate officers

Transparency directive : regulatory news

26/03/2021 18:03

PRESS RELEASE

Neuilly-sur-Seine, 26 March 2021

                      Remuneration of corporate officers

In accordance with the recommendations of the Afep-Medef corporate governance
code, FFP hereby discloses the decisions taken by its Board of Directors on 24
March 2021 in relation to the remuneration of its corporate officers. This
remuneration information will also be detailed in the 2020 Universal
Registration Document.

Pursuant to Article L. 22-10-8(III) of the French Commercial Code, the Board of
Directors will be able, on the recommendation of the Governance, Appointments
and Remuneration Committee, to depart temporarily from the policy on the
remuneration of corporate officers in exceptional circumstances and to the
extent that the changes are consistent with the corporate interest and
necessary to ensure the company's long-term future or viability. The Board's
authority to depart from the policy is subject to the following restrictions:

- only annual variable remuneration and long-term remuneration in the form of
  performance share awards may be changed;

- the authority may only be used to redefine the performance criteria on which
  these remuneration components are awarded;

- the authority may only be used in the event of major events affecting the
  markets or a radical change in the company's strategy.

Aside from the restrictions set out above, the Board of Directors may not alter
the policy on the remuneration of corporate officers without the approval of
shareholders in a General Meeting.

In any event, if the authority to depart from the policy were used, the sole
purpose of doing so would be to ensure that the remuneration of corporate
officers reflects their performance and that of FFP.

1. Variable remuneration of corporate officers in respect of 2020 and payable
   in 2021

On the recommendation of the Governance, Appointments and Remuneration
Committee, FFP's Board of Directors has determined the amount of variable
remuneration to be paid to FFP's corporate officers in respect of 2020.

Robert Peugeot, who held the roles of Chairman and Chief Executive Officer and
then Chairman of the Board of Directors in 2020, is not awarded any variable
remuneration.

As regards Bertrand Finet, who held the roles of Deputy Chief Executive Officer
then Chief Executive Officer in 2020, the target amount of his variable
remuneration in respect of 2020 was set at EUR360,000 (equal to 50% of his
fixed remuneration), possibly rising to a maximum gross amount at EUR468,000
(65% of his fixed remuneration) if he exceeded his targets, and its payment was
subject to the fulfilment of qualitative criteria (40% of the target variable
portion) and quantifiable criteria (60% of the target variable portion) as
described in Chapter 2 of FFP's 2019 Universal Registration Document.

On 24 March 2021, the Board of Directors, in Bertrand Finet's absence and on
the basis of recommendations made by the Governance, Appointments and
Remuneration Committee, discussed  Mr Finet's performance and determined his
fulfilment of the criteria on which his variable remuneration depends:

                                                                    Amount
Criterion                               Weighting     Fulfilment    awarded

Sourcing and value creation             EUR72,000         80%       EUR58,000

Development of FFP's
international profile                   EUR36,000         90%       EUR32,000

Introduction of the ESG roadmap         EUR36,000         80%       EUR28,800

Investment NAV relative return          EUR108,000
                                        to EUR162,000   60.5%       EUR65,240

Investment NAV absolute return          EUR108,000
                                        to EUR162,000    8.4%       EUR9,064

Total variable remuneration
awarded in respect of 2020                                          EUR193,104

The variable remuneration that will be paid to Bertrand Finet in respect of
2020 is EUR193,104, equal to 28.82% of his fixed remuneration in 2020. Pursuant
to Article L. 225-100 of the French Commercial Code, the payment of that
variable remuneration is subject to shareholders' approval at the General
Meeting of 12 May 2021.

2. 2021 remuneration policy applicable to corporate officers

On the recommendation of the Governance, Appointments and Remuneration
Committee, FFP's Board of Directors has determined the 2021 remuneration policy
for FFP's corporate officers, which will be submitted to shareholders for
approval at the General Meeting of 12 May 2021.

Remuneration of Robert Peugeot in respect of his role as Chairman of the Board
of Directors

For 2021, the Board of Directors has decided to keep the same remuneration
policy for Robert Peugeot as that adopted for 2020 in respect of his role as
Chairman of the Board of Directors, consisting of annual gross fixed
remuneration of EUR320,000, along with remuneration awarded to members of the
Board of Directors and benefits in kind.

Remuneration of Bertrand Finet in respect of his role as Chief Executive
Officer

For 2021, the Board of Directors has decided to keep the same remuneration
policy for Bertrand Finet as that adopted for 2020 in respect of his role as
Chief Executive Officer, consisting of annual gross fixed remuneration of
EUR720,000, along with target gross variable remuneration of EUR360,000, which
may be increased to a maximum gross amount of EUR468,000.

The variable portion of his remuneration would be paid in 2022 subject to
shareholders' approval and fulfilment of the following qualitative and
quantifiable criteria:

* EUR144,000 (40% of the target variable portion) dependent on the fulfilment
  of three qualitative criteria:

  o EUR72,000 related to the sourcing of new investments;

  o EUR43,200 related to the presentation of the three-year strategic plan and
    its validation by the Board of Directors;

  o EUR28,800 related to the deployment of the ESG roadmap;

* EUR216,000 (60% of the target variable portion) dependent on the fulfilment
  of quantifiable criteria, possibly rising to EUR324,000 if he exceeds his
  targets:

  o EUR108,000 related to FFP's Investment NAV return compared with the return
    on the Eurostoxx 600 index on a dividend reinvested basis, possibly rising
    to EUR162,000 if he exceeds his targets: if the return is higher than that
    of the Eurostoxx 600, this portion is triggered on a straight-line basis,
    with the EUR108,000 award reached for a 4% outperformance, and an
    additional amount not exceeding EUR54,000 will vest in respect of
    outperformance achieved on a straight-line basis between 4% and 6%;

  o EUR108,000 related to FFP's Investment NAV absolute return, possibly rising
    to EUR162,000 if he exceeds his targets: if the return is positive, this
    portion is triggered on a straight-line basis, with the EUR108,000 award
    reached for a 5% return, and an additional amount not exceeding EUR54,000
    will vest in respect of the return achieved on a straight-line basis
    between 5% and 7%.

The Board of Directors has also awarded 9,963 performance shares to Bertrand
Finet, with an accounting value of EUR936,024, representing 130% of his fixed
remuneration for 2021. This award of performance shares is subject to continued
service at 24 March 2024 and performance conditions relating to the fulfilment
of ESG criteria and growth in NAV.

Bertrand Finet also receives benefits in kind and will be eligible for
severance pay in the event of his dismissal by the Board of Directors for any
reason other than serious misconduct. That severance pay shall amount to a
maximum of two years of fixed and variable annual remuneration, depending on
his fulfilment of the qualitative and quantifiable performance criteria that
determine the payment of the variable portion of his remuneration in the last
two completed financial years.

About FFP:
FFP is an investment company listed on Euronext, majority-owned by
Etablissements Peugeot Frères. FFP is one of the leading shareholders of
Stellantis and pursues a minority-shareholding and long-term investment policy.
FFP holds participations in listed companies (SEB, Safran, ORPEA, LISI, SPIE),
non-listed companies (International SOS, Tikehau Capital Advisors, Acteon,
Total-Eren), co-investments (IHS, JAB Holding), private equity funds and real
estate (SIGNA Prime Selection, Immobilière Dassault).

                               www.groupe-FFP.fr

Investor contact
Sébastien Coquard +33 1 84 13 87 20
sebastien.coquard@groupe-FFP.fr

Press contact
Vincent Deshayes +33 1 58 43 94 09
Vincent.deshayes@havas.com

PEUGEOT INVEST's latest news

10/04/2024 17:45

PEUGEOT INVEST (EPA:PEUG) - Remuneration of corporate officers

Transparency directive : regulatory news

PEUGEOT INVEST's latest news

Other stories