LISI GROUP - 2018 Financial report

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6.2.2 ISupplementary Defined Contribution
Pension Scheme
In France, the LISI Group employees receive a supplementary defined
contribution pension scheme (the so-called “Article 83”).
The employer pays a monthly fee on a mutual fund open to employees to
enable them to build up retirement savings. Employees may make
voluntary payments or allocate days off to increase the amount of these
savings. Upon retirement, the resulting savings are converted into an
annuity. Employees then receive additional income throughout their
retirement.
6.2.3 IShare-based compensation
Making talentedpeople involved and loyal is amajor challenge for theLISI
Group. As such, executives or holders of key positions in the organization
receive an international share award program conditional on the
medium-term performance of the Company. This method of variable
remuneration enables them to partner closely with the Company’s
performance results over several years.
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
December18,2018,withthepermissionoftheExtraordinaryShareholders’
General Meeting of December 1, 2015, decided to allocate 4,000 LISI
shares to two employees, freely and without conditions.
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 to 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 2016 plan:
Group RNA = Average of [(0.95*Group net sales) + (6.5* Group EBITDA) +
(10* Group EBIT)] – Net debt Group average for that year and the previous
year.
For the 2017 and 2018 plans:
Group RNA = Average of [(1.2*Group net sales) + (8* Group EBITDA) + (12*
GroupEBIT)] –Net debt Group average for that year and theprevious 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”ofthe“Consolidatedfinancialstatements”inthis
annual report.
Group Net
debt
is the Net debt of the Group as recognized in this annual
report.
2016 plan:
OnDecember 20, 2016, on the proposal of theCompensationCommittee,
and under the authorization of the Extraordinary General Meeting of
December 1, 2015, LISI’s Board decided to award performance shares to
themembersoftheExecutiveCommitteeandtothemembersofthemain
Management Committees of the LISI Group’s three divisions, subject to
the achievement of all or part of the following performance criteria: Net
AssetValue(NAV)ofat least€1,416millionatDecember31,2018.IftheNet
AssetValue isbetween€1,416millionand€1,730million,theshareswould
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.
In its meeting of February 20, 2019, the Board of Directors, after having
deliberated,unanimouslyandobservingthefallinvaluebetween2015and
2018, validated the proposals of the Compensation Committee and
decided to not allocate shares under this 16C18 plan.
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,
theshareswouldbeallocated inpart. IftheNetAssetValue ishigherthan
€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.
With respect to the corporate officers, the Board of Directors decided
that the corporate officers should retain in registered form 20% of the
free shares that may have been allocated to them, i.e. 920 shares, until
the end of their employment.
2018 plan:
On December 18, 2018, 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
themembersoftheExecutiveCommitteeandtothemembersofthemain
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 €1,767 million at December 31, 2020. If the
Net Asset Value is between €1,767 million and €1,999 million, the shares
would be allocated in part. If the Net Asset Value is higher than
€2,000 million, the shares would be allocated in full. The maximum
allocatednumberofsharesis156,590sharesandconcerns240employees
in France and abroad.
With respect to the corporate officers, the Board of Directors decided
that the corporate officers should retain in registered form 20% of the
free shares that may have been allocated to them, i.e. 920 shares, until
the end of their employment.