Corporate governance

Remuneration of managers and directors

Management team

The gross remuneration of the management team, including the Chairman Jean-Paul Villot and the Chief Executive Officer Denis Thiery, is as follows:

(in thousands euro)	2010	31 January 2009
Remuneration of the management team (a)
Fixed remuneration	3,079.9	2,869.2
Variable remuneration	1,136.2	1,208.2
Benefits in kind	222.4	141.8
Directors’ fees	15.0	15.0
Stock options valuation (b)	621.4	970.2
Securities giving access to capital valuation (b)	1,405.1	2,890.2
Pensions	2,968.9	2,255.6

(a) The increase in remuneration is partly related to the transition periods that occurred in 2009 between the Europe & Export Chief Operating Officers and between the Relationship managers with postal authorities & partnerships.
(b) The amounts mentioned are the expenses for the year related to the attributions of the year and to the past years during which the total expense was spread over the acquisition period.
(c) Of which 713.6 thousand euros related to 2009 pension rights versus 646.6 thousand euros in 2008.

Variable remuneration is determined on the basis of the attainment of Group sales, operating income and working capital requirement targets.
Variable remuneration shown in this table is the amount paid during the current year in respect to the year before.

Directors

(Euros)	2010	31 January 2009
Directors’ fees
Denis Thiery	15,000	15,000
Henk Bodt	37,000	37,000
Jacques Clay	32,000	32,000
Cornelius Geber	34,500	37,000
Michel Guillet	32,000	32,000
Éric Licoys	37,000	37,000
Vincent Mercier	13,500	-
Michel Rose	32,000	24,000
Raymond Svider	-	16,000
Agnès Touraine	27,000	27,000
Jean-Paul Villot	-	-
Total	260,000	257,000

To calculate Directors’ fees, the following method is used:

Basic Directors’ fees: €15,000 per year,
Director’s attendance fees: 3,000 euros per session;
Committees members (Nomination committees and appointments committees count for only one committee): €5,000 per year,
Presidency of a committee: €5,000 supplementary per year.

With the exception of Mr Villot and Mr Thiery, details of whose remuneration are given in the paragraph below, the directors do not receive any remuneration from Neopost S.A. other than directors’ fees.

Director and Executives	Employment contract	Supplementary Retirement plan	Compensation or perk likely to be paid in case of termination or change in fonction	Non competition clause compensation
		yes/no	yes/no	yes/no
Jean-Paul Villot	Terminé	yes	no	yes
Denis Thiery	Suspendu	yes	no	yes

Neopost refers to the AFEP/MEDEF code of corporate governance for listed companies except for the termination of an employment contract in case of nomination of a member of the Management team to the Board of Directors

Chairman

( €)	2010	31 January 2009
Remuneration of Jean-Paul Villot (a)
Gross fixed remuneration	300,000	300,000
Gross variable remuneration	56,558	250,938
Directors’ fees	-	-
Benefits in kind	-	4,811
Total	356,558	555,749
Stock Options valuation (b)	215,077	394,785
Securities giving access to capital valuation (b)	429,558	516,867

(a) Jean-Paul Villot stepped down from his position as Chairman of the Board in January 2010.
(b) The amounts mentioned are the expenses for the year related to the attributions of the year and to the past years during which the total expense was spread over the acquisition period.

With respect to pensions, the Chairman has a defined contribution pension plan (article 83 of the French General Tax Code), into which is paid a total of 8% of his remuneration, within the limit of 8 times the maximum amount as determined by the Social Security and a defined benefit pension scheme (article 39 of the French General Tax Code) with an annuity obligation of 1% of pay per year of service, for a minimum of 5 years and a maximum of 30 years. Before 65 year-old, this benefit is reduced (this annuity being paid after deduction of that provided by the defined contribution schemes in force).

No loans or guarantees have been granted to any manager or director.

No post-appointment commitments such as remuneration, compensation or benefits have been granted to its officers by the Company.

The AMF declarations required of Mr Villot under article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier) have been submitted to the AMF and published on the Group website.

Chief Executive Officer

( €)	2010	31 January 2009
Remuneration of Denis Thiery (a)
Gross fixed remuneration	500,000	400,000
Gross variable remuneration	263,272	126,602
Directors’ fees	15,000	15,000
Benefits in kind	7,146	7,146
Total	785,418	548,748
Stock Options valuation (b)	140,610	233,324
Securities giving access to capital valuation (b)	210,166	578,040

(a) Denis Thiery was nominated as Chairman of the Board on January 2010.
(b) The amounts mentioned are the expenses for the year related to the attributions of the year and to the past years during which the total expense was spread over the acquisition period.

The CEO’s remuneration is partly fixed and partly variable. As he became Chairman of the Board, 2010 gross fixed remuneration has been raised to 600,000 euros. Variable remuneration is based on the Group’s performance in terms of sales, operating margin and capital employed. The variable remuneration shown in this table is the amount paid the current year in relation to the year before. The variable remuneration is equal to 100% of his fixed remuneration, when all objectives are achieved, and to 150% maximum in case of overachievement. With regard to the financial year closed on 31 January 2010, the Chief Executive Officer has achieved his objectives at a level of 122.1%. Therefore his variable remuneration is set at 595,500 euros, taken into account the deduction of the Director’s fees.

Mr Thiery’s directors’ fees relate to directorship in the Group holding company.

With respect to pensions, the Chief Executive Officer has a defined contribution pension plan (article 83 of the French General Tax Code), into which is paid a total of 8% of his remuneration, within the limit of 8 times the maximum amount as determined by the Social Security and a defined benefit pension scheme (article 39 of the French General Tax Code) with an annuity obligation of 1% of pay per year of service, for a minimum of 5 years and a maximum of 30 years. Before 65 year-old, this benefit is reduced (this annuity being paid after deduction of that provided by the defined contribution schemes in force).

No loans or guarantees have been granted to any manager or director.

No post-appointment commitments such as remuneration, compensation or benefits have been granted to its officers by the Company.

The AMF declarations required of Mr Thiery under article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier) have been submitted to the AMF and published on the Group website.