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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
2.3.2.2 Share-based compensation
a) Free shares granting plan
As a reward to several employees who have spent the majority of their
working lives employed within the LISI Group, and who have actively
contributed to its development, the Board of Directors, in its meeting
of December 17, 2015, with the permission of the Extraordinary
Shareholders’ General Meeting of December 1, 2015, decided to
allocate 5,030 LISI shares to Gilles Kohler freely and without condition.
The plan stipulates that shares thus allocated shall be held for two
years, during which period they may not be sold on.
b) Performance shares plan
The plans described below refer to the NAV criterion do measure the
Group’s performance. Group NAV refers to the Net Asset Value of the
LISI Group as defined by the following calculation:
For the 2015 and 2016 plans:
Group RNA = Average of [(0.95*Group net sales) + (6.5* Group EBITDA)
+ (10* Group EBIT)] – EFN Group average for that year and the previous
year.
For the 2017 plan:
Group RNA = Average of [(1.2*Group net sales) + (8* Group EBITDA) +
(12* Group EBIT)] – EFN Group average for that year and the previous
year.
And where:
Group sales
revenue
is the consolidated sales revenue exclusive of VAT as stated
in the “Income Statement” of the “Consolidated financial
statements” in this annual report.
Group
EBITDA
is the Gross Current Operating Profit as stated in the “Income
Statement” of the “Consolidated financial statements” in this
annual report.
Group EBIT
is the Current Operating Profit as stated in the “Income
Statement” of the “Consolidated financial statements” in this
annual report.
Group Net
Borrowings
is the Net Borrowings of the Group as recognized in this
financial report.
2015 plan:
On December 17, 2015, on the proposal of the Compensation
Committee, and under the authorization of the Extraordinary
General Meeting of December 1, 2015, LISI’s Board decided to award
performance shares to the members of the Executive Committee
and to the members of the main Management Committees of the LISI
Group’s three divisions, subject to the achievement of all or part of
the following performance criteria: Net Asset Value (NAV) of at least
€1,147 million at December 31, 2017. If the Net Asset Value is between
€1,147 million and €1,610 million, the shares would be allocated in
part. If the Net Asset Value is higher than €1,610 million, the shares
would be allocated in full. The maximum allocated number of shares
is 137,770 shares and concerns 207 employees in France.
As far as the corporate officers are concerned, the Board of Directors
decided:
1) In order to receive at maturity all or part of the performance shares
to which they are entitled, each of the corporate officer directors
shall, at the end of the acquisition period, acquire 600 Company
shares.
2) The corporate officers shall retain 500 of any free shares that may
have been allocated to them registered in their own name, and until
the termination of their employment.
52 employees outside of Francewill benefit frombonuses based on the
principles and conditions, but in the form of pay and salaries.
2016 plan:
OnDecember20,2016,ontheproposaloftheCompensationCommittee,
and under the authorization of the Extraordinary General Meeting of
December 1, 2015, LISI’s Board decided to award performance shares
to the members of the Executive Committee and to the members of
the main Management Committees of the LISI Group’s three divisions,
subject to the achievement of all or part of the following performance
criteria: Net Asset Value (NAV) of at least €1,416 million at December 31,
2018. If the Net Asset Value is between €1,416million and €1,730million,
the shares would be allocated in part. If the Net Asset Value is
higher than €1,730 million, the shares would be allocated in full. The
maximum allocated number of shares is 185,260 shares and concerns
233 employees in France and abroad.
As far as the corporate officers are concerned, the Board of Directors
decided that:
–
–
the corporate officer directors shall retain 20% of any free shares
whichmay have been allocated to them, i.e. 1,000 shares, registered
in their own name, and until the termination of their employment.
2017 plan:
On December 13, 2017, on the proposal of the Compensation Committee,
and under the authorization of the Extraordinary General Meeting of
December 1, 2015, LISI’s Board decided to award performance shares
to the members of the Executive Committee and to the members of
the main Management Committees of the LISI Group’s three divisions,
subject to the achievement of all or part of the following performance
criteria: Net Asset Value (NAV) of at least €1,701 million at December
31, 2019. If the Net Asset Value is between €1,701 million and €2,307
million, the shares would be allocated in part. If the Net Asset Value is
higher than €2,307 million, the shares would be allocated in full. The
maximum allocated number of shares is 154,660 shares and concerns
230 employees in France and abroad.
LISI 2017 FINANCIAL REPORT