AL ESTILO ICHIMAY WAR
4.1. ENTRETEJIENDO ACCIONES
Nature of options
All stock options granted to date are options for the subscription of new shares approved by the Group’s shareholders at Annual General Meetings.
Grant conditions
Stock options are granted, following a proposal by the Management Board, by a decision of the Supervisory Board. The benefi ciaries of these stock options are Group executives. For each stock option plan, the number of benefi ciaries of stock options is approximately 100-150 Group employees. Conditions to exercise stock options are such that an employee and/or a member of the Management Board leaving the Group can only exercise vested stock options no later than three months after his/her departure. Therefore no stock option is granted to an employee or a member of the Management Board as soon as the departure date is known in a reasonable timeline. As of 31 December 2013, the total number of outstanding stock options represented 6.7% of the number of shares comprising the share capital of Saft Groupe SA.
With regard to Management Board members, the Supervisory Board has set the following rules for stock options to be granted:
when making a new grant of stock options, the value of the
stock options granted to each member of the Management Board, calculated pursuant to IFRS, must not exceed a maximum of 35% (thirty-fi ve percent) of all the components of the annual remuneration of each benefi ciary;
the maximum percentage of stock options that may
be granted to all members of the Management Board compared to the total overall number voted at the Annual General Meeting may not exceed 25% (twenty-fi ve percent), and the maximum percentage granted to each Management Board member may not exceed 6% (six percent) of this total overall number.
These two principles were validated by the Supervisory Board on 27 April 2009 and 25 January 2010 and are thus applicable to the stock option plans implemented after these dates;
fi nally, the exercise by members of the Management Board
of stock options granted to them since the plan implemented in 2012 is subject to certain performance conditions set by the Supervisory Board upon proposal by the Remunerations and Appointments Committee.
Frequency of stock option plans
The stock option plans are established at a frequency of more than one year. Six main plans have been implemented by the Management Board since the Company was listed: June 2005, November 2006, January 2008, March 2009, September 2010 and July 2012.
Stock option price
No discount may be applied at the time stock options are granted.
In addition, the current members of the Management Board take formal commitment that they won’t have recourse to transactions to hedge the risks to which they are exposed, either on stock options or on shares resulting from the exercise of options.
Conditions for the exercise of stock options
Conditions for the exercise of stock options are the following: any prohibited periods of exercise are defi ned and communicated to all option benefi ciaries. During these periods, no benefi ciary may exercise his or her options. With regard to Management Board members, the Supervisory Board has set the following supplementary rules:
on each occasion that a member of the Management Board
exercises some of his or her stock options, he or she must keep at least 15% of the shares thus issued throughout his or her term of offi ce. This rule applies starting from plan no. 3 authorised by the Shareholders’ General Meeting on 17 December 2007;
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Remuneration and shareholding of the Management and Supervisory Board members the exercise by Management Board members of their stockoptions is dependent on achievement of the following performance conditions:
for stock options granted under the fi rst four plans
implemented, the Group’s consolidated EBITDA margin must be positive in the year that the stock options are granted (where the stock options are granted by 30 June at the latest) and in the following two fi nancial years (or the next three fi nancial years if the stock option grant is made after 30 June),
for stock options granted starting under the plan
adopted on 2 September 2010, the Group’s consolidated EBIT margin must be positive in the fi nancial year that the stock options are granted (if the grant takes place in the fi rst half of the calendar year) and in the following two fi nancial years or the next three fi nancial years if the stock option grant is made in the second half of the year. This amendment was ratifi ed by the Supervisory Board at its meeting on 2 November 2010,
for the stock options granted under the plan
implemented on 4 July 2012, the number of shares that may be subscribed by the benefi ciaries depends on performance criteria measured at the Group level for the fi nancial years 2012, 2013 and 2014. The criteria for measurement of the Group’s performance are the following:
_ the EBITDA margin as defi ned in the Group’s
published consolidated fi nancial statements,
_ the ROCE (Return On Capital Employed), that defi nes
the ratio between:
the consolidated EBIT margin after corporate taxes, the capital used measured at the close of each fi nancial period.
The right for each benefi ciary to exercise options that are granted to him/her is thus subject:
_ for 50% of the total of options granted, and each
year by one third, to the level of the EBITDA margin reached by the Group for the fi nancial years 2012, 2013 and 2014,
_ for 50% of the total of options granted, and each year
by one third, to the level of the ROCE reached by the Group for the fi nancial years 2012, 2013 and 2014;
the Management Board members must abstain from
exercising their options during the following windows:
a period of 60 days prior to publication of the press
releases with regard to the annual results,
a period of 30 days prior to publication of the press
release with regard to the half-year results,
a period of 15 days prior to publication of press releases
on quarterly revenue.
Full information on stock option plans is provided below in sections 4.2.5 to 4.2.8.
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Remuneration and shareholding of the Management and Supervisory Board members