MICHELIN - 2008 ANNUAL REPORT

2 - Summary Table of the Compensation of each Company Director (in EUR)
Michel ROLLIER, Managing General Partner, fully liable on his own assets
Financial year 2007 amounts
Financial year 2008 amounts
for the Company’s liabilities
due paid due paid
Fixed compensation 0 0 0 0
Variable compensation 5,342,932 (1) 4,225,100 (2) 2,478,760 (3) 5,342,932 (1)
Extraordinary compensation 0 0 0 0
Director’s fees 0 0 0 0
Fringe benefits 0 0 0 0
Total 5,342,932 4,225,100 2,478,760 5,342,932
Didier MIRATON, Non-General Managing Partner (4) Financial year 2007 amounts Financial year 2008 amounts
due paid due paid
Fixed compensation 284,509 (5) 284,509 (5) 420,004 420,004
Variable compensation 267,001 (6) 59,918 (7) 0 (8) 267,001 (6)
Extraordinary compensation (9) 0 0 0 0
Director’s fees 0 0 0 0
Fringe benefits including
– foreign mobility bonus
– company car
26,176 (10)
5,277
20,511 (11)
5,277
49,984 (12)
6,305
Total 582,963 370,215 476,293 (13) 719,486
26,176 (10)
6,305
(1) Of which EUR 4,760,000 statutory share of profits approved by
the Shareholders at the Annual Shareholders Meeting of May 16,
2008, fully variable, proportional to corporate profit for financial
year 2007, and EUR 582,932 corresponding to the fully variable
and proportional statutory share of profits for financial year 2007
of two wholly owned companies, MFPM and CFM.
(2) Of which EUR 3,960,000 statutory share of profits approved by
the Shareholders at the Annual Shareholders Meeting of May 11,
2007, fully variable, proportional to corporate profit for financial
year 2006, and EUR 265,101 corresponding to the fully variable
and proportional statutory share of profits for financial year 2006
of two wholly owned companies, MFPM and CFM.
(3) This more than half (-53%) drop in compensation is due to lower
income recorded in 2008 versus 2007. This is a total estimated
amount subject i) to approval of the statutory share of profits by
the CGEM Shareholders at the Annual Shareholders Meeting of
May 15, 2009 convened to approve the accounts and appropriate
the profits for 2008, and ii) the approval of the other General
Partner (SAGES). This amount includes the statutory share of profit
globally estimated at EUR 185,919 to be paid by the two above fully
owned companies, fully variable, proportional to corporate profit
recorded by these companies for fiscal 2008, subject to approval of
150 2008 Michelin Annual Report
the statutory share of profits by the Annual Shareholders Meeting
to be convened in 2009 to approve the accounts and appropriate
the profits for 2008.
(4) Pursuant to the provisions of the Bylaws, the full compensation
package was decided by the General Partners after a favorable
opinion was issued by the Supervisory Board.
(5) Includes an amount of EUR 85,005 borne by MFPM,
corresponding to the salary paid by MFPM in 2007 to
Mr. Didier Miraton until his employment contract was automatically
suspended on May 11, 2007, when he was appointed Managing
Partner of CGEM.
(6) Paid in the second quarter 2008, after a favorable opinion was
issued by the Supervisory Board, concerning the attainment of the
performance criteria. The increase in compensation paid in 2008
versus 2007 results from a combination of the following factors:
on the one hand, a mechanical effect due to the change in the
structure of compensation from mid-2007, resulting from Mr. Didier
Miraton‘s assumption of his responsibilities as Managing Partner
and, in particular, a larger share of variable compensation in overall
compensation, which was raised from 32% of the fixed portion
of his compensation in his capacity as Head of the Technology
Center, to 100% of his 2007 fixed compensation in his capacity
as Managing Partner, and on the other hand, an amplifier effect in
absolute value, of the variable portion of compensation, pegged to
net consolidated result, sharply up in 2007 versus 2006 (+35%).
(7) Paid by MFPM during the second quarter 2007, for variable
compensation for 2007 to Mr. Didier Miraton in his capacity as
MFPM employee in 2006.
(8) Full cancellation of the Non-General Managing Partners‘
variable compensation, as the triggering threshold for variable
compensation paid to management was not reached in the fiscal
year.
(9) Mr. Didier Miraton has access to a long-term incentive scheme
that gave rise to no payment in 2007 nor in 2008. The long-term
incentive scheme is described in detail in pages 152 and 154 of
this Report.
(10) Paid in the second quarter of fiscal 2008.
(11) Borne by MFPM with respect to fiscal 2006.
(12) To be paid in the second quarter of fiscal 2009.
(13) This substantial drop in compensation (-18%) results from the
full cancellation of the Non-General Managing Partners‘ variable
compensation due to the decline of Group earnings in fiscal 2008.