2007 Annual report - Groupe M6

MANAGEMENT REPORT
2.2 Management Board members’ remuneration
Every year, the Supervisory Board sets the Management Board members’ remuneration
policy, as well as the remuneration of Supervisory Board members, upon recommendation
of the Remuneration Committee, with reference to the AFEP/MEDEF recommendations
of January 2007 on the conditions or setting the remuneration of listed companies’
directors.
The remuneration policy sets all fixed, variable and exceptional remuneration items, in
addition to commitments of any nature undertaken by the company for the benefit of its
directors.
It is not only based on the performance of work but also on results achieved, level of
responsibility assumed, as well as practices observed in comparable companies and
remuneration paid to other directors of the company.
Management Board members’ remuneration comprises the following items:
- a fixed element, approved every year by the Supervisory Board upon proposal by the
Remuneration Committee including a benefit in kind limited to a company car;
- variable remuneration comprised of two elements, described in details in the Group’s
Management Report and comprising:
- complementary remuneration based on the level of achievement of an operating
profit objective, as for all executive officers of the Group,
- a Management Board performance premium based on three group performance
criteria.
In 2007, this variable share represented between 32% and 62% of the fixed
remuneration of each Management Board member.
- annual granting of options and free shares, which may be taken up at the same
time as those granted to other employees of the Group and the quantity of which
reflects individual performance. The Supervisory Board also decided to set at 20% the
number of shares originating from the exercise of options or the allocation free shares
that must be retained in registered form as long as they are employed by the company.
This rule applies to shares and options granted from 1 January 2007;
- severance pay to be paid in the event of termination:
- of his position as Chairman of the Management Board as regards Nicolas de
Tavernost,
- of the employment contract as regards other members of the Management
Board, only if the termination was initiated by the company, excluding serious fault
or gross misconduct;
M6 GROUP - 2007 annual report
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