2001 Annual Report - Unibail-Rodamco

LEGAL INFORMATION
Management
Chairman and CEO:
Léon BRESSLER **
Executive Vice President - Chief Financial Officer:
Guillaume POITRINAL **
Executive Vice President:
Olivier LECOMTE
**
Responsible officers pursuant to article 17 of the Law dated January 24, 1984 known as
the "banking law".
Remuneration of the Chairman
The gross remuneration paid to the Chairman in the year 2001
amounted to € 762,245, consisting of a fixed amount, unchanged
since 1995, of € 381,122 (50% of the total remuneration) and of a
variable amount of € 381,122 based on the financial year 2000
(50% of the total remuneration) which was calculated according to
two criteria:
• the rate of growth in recurring cash flow before tax per share,
• net consolidated profit (group share).
In his capacity as director and member of the Nominations and
Remuneration Committee, the Chairman was paid € 18,294 in
directors' fees. The Chairman does not receive other directors' fees
for companies in the Group for which he serves as director.
The Chairman has a company car.
As at December 31, 2001, the Chairman held options to subscribe
for shares, the principal characteristics of which are as follows:
Board of Number Exercice
Directors’ of possible Price
meeting on shares (1) Period to exercise (in €)
March 28, 1995 75,453 Mar 28, 2000 to Mar 27, 2003 20.05
March 27, 1996 33,534 Mar 27, 2001 to Mar 26, 2004 22.78
March 19, 1997 83,835 Mar 19, 2002 to Mar 18, 2005 23.41
March 18, 1998 32,604 Mar 18, 2003 to Mar 17, 2006 29.46
November 21, 2000 76,104 Nov 21, 2002 to Nov 20, 2008 51.94
(1)
After the three-for-one share split
• Each director receives a maximum fee of € 15,245.Three-quarters
of this amount comprises a fixed fee (€ 11,434), while the remaining
quarter is a variable portion that depends on each
director’s attendance rate at meetings. The fixed fee is paid in
four equal quarterly instalments. The variable portion is based
on a number of points accumulated by each director according
to his attendance (one point per meeting). Each director
automatically receives two points. At the end of the year, the
value per point is calculated by dividing the total amount to be
allocated by the total number of points awarded for attendance.
• An additional € 3,049 is payable to each member of the Audit
and Remuneration Committees (including their Chairmen).
• An additional € 1,525 is payable to the Chairmen of the Audit
and Remuneration Committees.
Remuneration received by directors in respect of 2001
Jean-Philippe THIERRY € 13,974
Bruno BOUTROUILLE € 19,818
Nicholas CLIVE WORMS € 17,659
CREDIT LYONNAIS € 16,134
Jacques DERMAGNE € 17,659
CRAF € 15,245
Jean-Claude JOLAIN € 15,245
Henri MOULARD € 17,659
Roger PAPAZ € 19,818
UNIFICA € 13,974
Jean-Jacques ROSA € 13,974
Top ten executives in terms of share options
exercised and top twelve executives in terms of
share options granted
In terms of share options exercised, the top ten executives, not being
representatives on the Board of Directors, exercised a combined
total of 38,171 options at an average price of € 21.89.
In terms of share options granted, the top twelve executives were
granted a combined total of 150,000 options at a price of € 53.44.
The chairman did not receive nor exercise any option in the year
2001.
Remuneration of the directors (1)
The Combined General Meeting of May 12, 2000 fixed the amount of
directors’ fees allocated each year to € 213,428 as from January 1, 2000.
The Board Meeting of May 23, 2000 laid down the following rules for
allocating these fees:
(1)
Not including information relating to the Chairman.
(2)
Pursuant to the non-discriminatory principle, the number of executives mentioned can
exceed 10 if an identical number of share options is granted.
79