E. Remuneration
The remuneration policy is analysed by the Appointments & Remuneration Committee and is approved by the Board.
Taking account of the Group’s particular characteristics, it is
based mainly on the benchmarking technique.
For financial year 2009, all gross remuneration (total payroll costs) allocated to the directors and members of the Management Committee of the consolidating company for their work in the company, its subsidiaries and its associated companies, amounted to EUR 1,016,039, including EUR 251,078 to the non-executive directors and EUR 764,961 to the Management Committee.
During the past year, this Committee consisted of three people.
The total gross remuneration, within the Group, of the members
of the Management Committee is divided into four
parts:
1. A fixed part paid monthly
2. A variable amount equivalent to a maximum of 2.5/95ths
of the profit allocated annually by the Company distributed
by the Board among the members of the Management
Committee based on a proposal from the Appointments & Remuneration Committee.
3. A part as pension insurance according to the defined
annual contribution principle.
4. Other income consisting of a company car, entertainment
expenses, insurance and advantages in kind for the
options granted.
Part of the Managing Director’s fixed and variable remuneration
is paid to him as a Director and is included in the
ad hoc table above. Mr Vincent Doumier has independent
status. The other members act as company representatives.
F. Stock option plan
Long-term motivation of the staff is ensured by means of an options plan relating to a total of 15,000 shares in Compagnie du Bois Sauvage over 5 years. These options were allotted to the beneficiaries for the first time on 06 June 2006 and gave each one the right to acquire a Compagnie du Bois Sauvage share. Except for special cases (demise, incapacity, retirement and, under certain conditions, dismissal), these rights will only be definitively acquired by the beneficiaries at a rate of one quarter per annum and per attribution. The Extraordinary General Meeting of 28 April 2010 will be asked to ratify a five-year prolongation of the 2006-2011, 2007-2012 and 2008-2013 options plans.
G. Statutory appointments
A year after retiring from all of his executive functions, Guy Paquot has decided to relinquish his Chairmanship of the Compagnie du Bois Sauvage Board. The Board wishes to thank him and is delighted that he is maintaining his directorship, thus ensuring the continuation of the family Group that he has chaired since 1986.
At its meeting of 8 March 2010, the Compagnie du Bois Sauvage Board decided to appoint Michel Delloye to succeed him in the Chair. Michel Delloye has been an independent director since the 2007 annual general meeting. This change will be effective as from 30 June 2010.
The mandates of Vincent Doumier as Managing Director and the directorships of Karel Boone, Donald Fallon and LucWillame expire on the day of the Annual General Meeting on 28 April 2010.
The Board proposes that Vincent Doumier be re-appointed for a six-year period, expiring at the 2016 annual general meeting, in accordance with the Company’s Articles of Association.
The Board is proposing that Luc Willame be re-appointed as a Director. By virtue of the Group rule that limits the age of its directors to 70, Luc Willame will finish his term of office at the 2011 annual general meeting.
As the Board has decided to reduce the number of directors from ten to nine, it proposes that Patrick Van Craen be appointed as a Director as a replacement for the two outgoing directors for a six-year period ending with the 2016 annual general meeting.
