Registration Document BOUYGUES

Remuneration of corporate officers
and stock options granted to corporate officers and Group employees
1 • REMUNERATION
Report required by Articles L. 225-102-1 and
L. 225-37 paragraph 9 of the Commercial Code.
This chapter contains the reports required under
the French Commercial Code. It also includes
the tables required by the Afep/Medef Corporate
Governance Code of December 2008 and by the
AMF Recommendation of 22 December 2008 (as
updated on 10 December 2009) on the information
to be provided in registration documents concerning
the remuneration of corporate officers.
1.1 Principles and rules
for determining the
remuneration of executive
directors
In 2007, the Board took into account the Afep/
Medef recommendations published in January
2007 relating to the remuneration of executive
directors of listed companies. Afep and Medef
published a new set of recommendations on
6 October 2008. The Board noted that virtually all
these recommendations had already been implemented
and adopted the remaining provisions in
early 2009.
1.1.1 Fixed remuneration and benefits
in kind in FY2011
The rules for determining fixed remuneration were
decided in 1999 and have been applied consistently
since then.
Fixed remuneration takes account of the level and
difficulty of the individual’s responsibilities, job
experience, and length of service in the Group
and also the wage policy of groups or companies
in similar sectors.
Benefits in kind involve use of a company car
and, in the case of Martin Bouygues and Olivier
Bouygues, the part-time assignment of an assistant
and a chauffeur/security guard for their personal
requirements.
1.1.2 Variable remuneration in FY2011
The rules for determining the variable portion
of remuneration were also decided in 1999 and
remained unchanged until February 2007, when
the Board adjusted the calculation in light of the
Afep/Medef recommendations. It then modified
them again in 2010.
Variable remuneration is awarded on an individual
basis. The Board decides the criteria for
the variable portion of each executive director’s
remuneration and limits it to a percentage of the
fixed remuneration. The percentage limit relative
to the fixed remuneration also depends on the
individual executive director.
Variable remuneration is based on the performance
of the Group, with performance being determined
by reference to the following key economic indicators:
> increase in current operating profit;
> change in consolidated net profit (attributable
to the Group) relative to the plan;
> change in the consolidated net profit (attributable
to the Group) compared with the preceding
year;
> free cash flow of Bouygues (before changes in
working capital).
These quantitative objectives have been calculated
precisely but are not publicly disclosed for confidentiality
reasons.
Each criterion is used to determine part of the
variable remuneration.
In exceptional cases, upon the advice of the
Remuneration Committee, the Board may award
special bonuses.
The existence of a capped additional retirement
provision is taken into account when setting the
overall remuneration of executive directors, as
is the fact that they have received no severance
compensation.
1.1.3 Other information regarding
remuneration
Remuneration accruing to Martin Bouygues and
Olivier Bouygues is paid by SCDM, which then
invoices Bouygues pursuant to the agreement
governing relations between Bouygues and
SCDM, approved under the regulated agreements
procedure.
1.2 Table 1 – Overview of remuneration, benefits in kind and
options granted to the two executive directors in 2011
(e)
M. Bouygues
Chairman and CEO
O. Bouygues
Deputy CEO
2010 2011 2010 2011
Remuneration owing in respect of the year
(see breakdown in table 2)
2,421,235 2,419,525 1,329,153 1,335,605
Value of options granted in the year a 248,000 0 139,500 0
Value of performance shares in the year b 0 0 0 0
Total 2,669,235 2,419,525 1,468,653 1,335,605
YoY change -9% -9%
(a) Book value at the grant date, i.e. €1.55 per option for options granted in 2010. No options were granted in 2011
(b) The company granted no performance shares
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Remuneration of corporate officers • 190