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 thousand euro) 2010 31 January 2009
Remuneration ot 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 (c) 2,968.9 2,255

 

  1. 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.
  2. 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.
  3. 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
Eric 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.
 

Directors and executives employment contract Supplementary retirement plan Compensation or perk likely to be paid in case  Non competition clause compensation
  yes/no yes/no yes/no
Jean-Paul Villot Terminé oui non oui
Denis Thiery Suspendu oui non oui

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

     

    1. Jean-Paul Villot stepped down from his position as Chairman of the Board in January 2010.
    2. 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

     

    1. Denis Thiery was nominated as Chairman of the Board on January 2010.
    2. 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.