Universal Registration Document 2019

66 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Consolidated financial statements 2 3.6.2  /  Share-based payments 3.6.2.1 - Share purchase options The Company had no stock options plans at December 31, 2019. 3.6.2.2 - Award of performance shares The Group has implemented share-purchase option and bonus share plans based on performance for certain employees and managers. The purpose of these plans is to create additional motivation to improve Group performance. The award of share purchase options and the award of shares based on performance do represent a benefit available to such associates, and thus constitute a supplement to their remuneration. The options granted are recognized as personnel expenses based on the fair value of the shares or equity derivatives assigned, on the date of implementation of these plans throughout the vesting period of these options. This compensation is paid in LISI shares which vest over a period of two years as of the allocation date. Acting on the recommendation of the Compensation Committee. LISI’s Board of Directors decided, on October 20, 2016, to allocate performance shares to members of the ExecutiveCommitteeandtomembersof themainManagement Committees for the three LISI Group divisions, subject to their meeting certain performance targets. Achievement of these criteria at the end of 2018, i.e. Group RNA and division RNA (see definition in paragraph 3.2 – “Indicators”) did not enable achievement of the plan in 2019. The cost recognized as of December 31, 2018, was, therefore, included in the 2019 financial year in the amount of €1.0 million. Similar plans were set up in 2017, 2018 and 2019 to the extent that the Board of Directors meetings held on December 13, 2017, December 12, 2018, and December 11, 2019, renewed the start of a new plan under similar terms. The fair value of these benefits is recognized in the income statement linearly over the vesting period. The fair value of the benefits thus granted was reported in 2019 under payroll expenses for €1.1 million against shareholders’ equity. This cost was not allocated to divisions, and remains an expense at the LISI S.A. level until the definitive realization of the plan. 3.6.3  /  Share purchase plans for employees A share purchase plan (Group Savings Plan) is also available for Group employees, in which they may purchase LISI shares within the framework of a capital increase reserved for employees or as part of a share buyback program. Shares acquired by employees within the framework of these programs are subject to certain sale and transfer restrictions. In the case of capital increases reserved for employees as part of the Group Savings Plan, the benefit offered to employees is the discount on the subscription price, being the difference between the subscription price of the shares and the share price at the awarddate (with amaximumof 20% in accordance with French law). This expense is recognized in its entirety at subscription date in the case of the Group Savings Plan. No plans of this type were implemented during the 2019 financial year. 3.6.4  /  Related-party information/Remuneration of members of management bodies 3.6.4.1 - Related-party information Related parties include the parent company, company managers, directors and Board members. There is no other jointly-owned entity or entity recognized by equity method, or joint shareholder, or business under joint control or significant influence with which the LISI Group may have carried out transactions worthy of investigation. The only relationship of the Group with its parent company (CID) is through the capital holding. On the other hand, LISI S.A. provides support to its subsidiaries in the fields of accounting, finance, strategy and law. 3.6.4.2 - Remuneration of managers and directors (in thousands of euros) Expenses for the period Liabilities 2019 2018 2019 2018 Gross current benefits (salaries, bonuses, etc.) 1,086 1,205 Post-employment benefits (IFC) (12) 32 393 405 Other non-current benefits Termination benefits Equity compensation benefits (performance share award plans) 17 (187) 162 146 TOTAL REMUNERATION 1,091 1,050 555 550 The main directors will receive remuneration in the form of current benefits, post-employment benefits and share-based payments. With regard to this category, in 2017, 2018 and 2019, both directors of LISI S.A. received performance shares in accordance with the same terms and conditions as other members of the divisional Executive Committees. With regard to these plans, the corporate officers shall retain in nominative form 20% of any performance shares which may have been allocated to them until the termination of their employment. Concerning the retirement gratuities, no specific benefit is contractually agreed upon, apart from the benefits retirement.