Remuneration of Corporate Officers
REMUNERATION OF CORPORATE OFFICERS
The 2020 Universal Registration Documents includes a complete description of the components of the remuneration of the corporate officers of L'Air Liquide S.A., including in particular the following components on which the General Meeting of May 4, 2021 is invited to vote:
- with regard to the Chairman and Chief Executive Officer and the Directors of L'Air Liquide S.A.: the components of remuneration presented in the Report on Corporate Governance pursuant to article L. 22-10-19 of the French Commercial Code. These components include in particular the total remuneration and the benefits of all kinds paid in 2020 or awarded in respect of 2020 to each corporate officer, as well as the ratios between the level of remunerations of the Executive Officer and the average and median remunerations of the Company's employees, their change and the change of the Company's performances over the five most recent fiscal years. These elements are described on pages 161 to 179 of the 2020 Universal Registration Document and are the subject of the 11th resolution proposed to the General Meeting,
- with regard to the Chairman and Chief Executive Officer: the elements which make up the total remuneration and the benefits of all kinds paid during 2020 or awarded in respect of 2020. These elements are described on pages 180 to 187 of the 2020 Universal Registration Document and are the subject of the 10th resolution proposed to the General Meeting,
- with regard to all the corporate officers of L’ Air Liquide S.A.: the remuneration policy for the corporate officers, set out on pages 188 to 196 of the 2020 Universal Registration Document and which is the subject of the 12th resolution with respect to the Executive Officers, and the 13th resolution with respect to the Directors.
Summary of the elements of the remuneration of Benoît Potier paid in 2020 or awarded in respect of 2020 on which the General Meeting is invited to vote
Fixed Remuneration | Amount: €1,325,000 (stable since 2018) In accordance with the remuneration policy established by the Board of Directors on February 10, 2020 and approved by the General Meeting on May 5, 2020, the fixed remuneration was determined taking account of the level of responsibilities, the experience in executive management duties and market practices. |
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| Annual variable remuneration | Amount : €1,459,719 The target variable remuneration is equal to 150% of the fixed remuneration. The variable remuneration is limited to 167% of the fixed remuneration. The target variable remuneration is linked in 2020:
At the end of an extraordinary year 2020, marked by the Covid-19 pandemic, the Group has demonstrated the strength and resilience of its business model. Revenue has been gradually recovering since the third quarter of 2020, and is thus almost stable as compared to 2019 on a comparable basis. Recurring net profit (Group share) excluding foreign exchange impact is in turn increasing by more than 4% compared with 2019. Concerning the Executive Officer’s remuneration, quantifiable criteria objectives for 2020 (increase in recurring EPS excluding foreign exchange impact and comparable growth in consolidated revenue), set by the Board of Directors on February 10, 2020, i.e. before the development of the pandemic and the unprecedented crisis which followed, could not, for obvious reasons, be fully achieved, which results in a reduction in Benoît Potier’s variable remuneration compared with 2019. The Board of Directors has, however, decided, on the recommendation of the Remuneration Committee, not to adjust the financial criteria objectives during the course of the year, so that the level of the Executive Officer’s variable remuneration reflects the true economic situation. As a consequence, the amount of the variable remuneration relating to the quantifiable financial criteria is as follows:
In respect of the qualitative personal objectives, the amount of the variable remuneration is as follows:
The total amount of the variable remuneration is below target, down by -29.3% as compared to the variable remuneration for 2019. The total amount of the variable remuneration due for the 2020 fiscal year will be paid in 2021, after approval of the financial statements by the General Meeting, it being noted that its payment is conditional on the approval by a General Meeting of the elements of remuneration paid during or awarded in respect of 2020 fiscal year to Benoît Potier. For the record, the variable remuneration paid in 2020 in respect of 2019 totaled 2,064,913 euros. It was paid following approval of the resolution relating to elements of remuneration paid or awarded to Benoît Potier for 2019 (9th résolution) by the General Meeting of May 5, 2020. |
There is no deferred annual variable remuneration mechanism, multi-annual variable remuneration mechanism or exceptional remuneration.. | |
| Stock options, performance shares or any other long-term icentive | Total IFRS value (according to IFRS 2 norm): €2,249,629 (stable since 2018), representing 17,640 performance shares For 2020, the Board of Directors decided on September 29, 2020 to grant only performance shares (instead of a mix of stock options and performance shares) to all beneficiaries, in order to simplify and standardize the scheme. The performance shares plan of September 29, 2020 are accompanied by performance conditions calculated over three years and based on:
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Remuneration as a Director Other benefits |
Benoît Potier does not receive any remuneration in respect of his term of office as Director. |
| Other benefits | Amount: €10,586 The benefits in kind (accounting valuation) include the use of a company car and the payment to a third-party of the unemployment insurance contributions for company managers and corporate officers. |
| Pension and similar benefit obligations / commitment relating to termination of duties | Termination indemnity, Supplementary pension plans, Collective life insurance plan, Collective death and disability benefits plan In accordance with the remuneration policy approved by the General Meeting on May 5, 2020 and as additional conditional rights can no longer be acquired under the defined benefit pension plan as of January 1, 2020, Benoît Potier benefits in particular from a collective pension insurance contract with individual and optional subscription (known as “article 82 of the French General Tax Code”) which was introduced to replace the acquisition of rights under the defined benefit pension plan as of this date. The performance conditions that apply are similar to those that applied to the defined benefit plan: the total contribution for a fiscal year depends on the average annual difference between the return on capital employed after tax (ROCE) and the weighted average cost of capital (WACC) (net equity method), calculated (on the basis of the certified consolidated financial statements, approved by the General Meeting) for the last three fiscal years prior to the said fiscal year. Consequently, the amount paid to Benoît Potier will be €170,000. the Board meeting on February 9, 2021 took note of the 100% achievement of the performance conditions. Accordingly, the amount to be paid in 2021 in respect of 2020 under the collective pension insurance contract with individual and optional subscription will amount to 340,000 euros gross. This paid in arrear amount will be split in equal shares in accordance with the remuneration policy approved by the General Meeting of May 5, 2020, between a payment to the insurer and a payment to Benoît Potier intended to cover the social security contributions and similar charges and taxes due on the payments made to the insurer. Consequently, the amount paid to Benoît Potier will be €170,000. Benoît Potier cannot apply for the entitlements under this pension insurance contract before the age at which he becomes entitled to claim his pension entitlements under the French general social security scheme. |