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CORPORATE GOVERNANCEMember of the Executive Board until 31 March 2012:Catherine LENOBLEMember of the Executive Board in charge of AdvertisingCatherine Lenoble joined the Supervisory Board of Métropole Télévision on 3 May 2012, as PermanentRepresentative of IMMOBILIERE BAYARD D’ANTIN. Her terms office are listed in section 2.1 of thisdocument.Catherine Lenoble resigned from the Executive Board on 31 March 2012. On 14 February 2012, atNicolas de Tavernost’s suggestion the Supervisory Board appointed Robin Leproux as Vice-Chairman ofthe Executive Board in charge of Sales and Business Development, with effect from the date of CatherineLenoble’s effective departure and for the remainder of her term of office, i.e. until 25 March 2015.Member of the Executive Board with effect from 31 March 2012:Robin LEPROUXVice-Chairmanof the Executive Board in charge of Sales and Business DevelopmentOther appointments and duties• Outside the M6 Group- Chairman of PGM Media SAS• Within the M6 Group- Chairman and CEO of M6 Editions SA and M6 Evènements SA- Chairman of M6 Créations SAS- Permanent Representative of M6 Evènements SA, Chairman of Live Stage SASAppointments and duties expiring in the course of the last five financial years• Outside the M6 Group- Chairman of Springer France- Chairman of the Executive Board of Paris Saint-Germain (PSG)• Within the M6 GroupNil2.2.2. Operation of the Executive BoardThe Executive Board has the widest possible powers to act in all circumstances on behalf of theCompany with third parties pursuant to Article 18 of the bylaws.However, investments and divestments not provided for in the budget and whose unit amount has animpact exceeding €20 million on the Group’s financial position require the prior approval of theSupervisory Board (Article 24.3 of the Bylaws).The Executive Board meets as often as required in the interests of the company. In 2012, the ExecutiveBoard met 27 times, with minutes kept for each of these meetings. The Executive Board prepares all filesto be submitted to Supervisory Board meetings by providing a detailed presentation of the situation ofeach activity of the Group during the previous quarter. To that end, the Executive Board ensures therelevance of operating management indicators presented to the Supervisory Board in order to reflectdevelopments affecting the various activities and businesses. The Executive Board examines andcollectively takes decisions on investment projects submitted to it by operating teams.The Executive Board also approves half-year and annual financial statements which are subsequentlypresented for approval to the Supervisory Board. Lastly, the Executive Board decides on the Group’sfinancial communication.In addition, the Executive Board directs the Group’s senior executive managers by calling regularmeetings of:- the Executive Committee, comprising the main operational and functional managers, which is in64 - M6 GROUP - 2012 REGISTRATION DOCUMENT
CORPORATE GOVERNANCEcharge of implementing the Executive Board’s major operational and strategic decisions;- the Management Committee, comprising the main managers responsible for activities and functionalservices, which inform the Group on business management.In 2012, The Executive Committee met 17 times and the Management Committee met 14 times. Detailedminutes of each meeting were kept and handed out to each member.2.3. Executive Board members’ remuneration and fringebenefitsIn application of Article L. 225-102-1, paragraphs 1 and 2 of the Commercial Code, the totalremuneration received by the Group’s Board members, including fringe benefits, was as follows, it beingnoted that this chapter was prepared with the assistance of the Remuneration Committee.2.3.1. Executive Board member’ remuneration and fringe benefits2.3.1.1. Policy to determine the fixed and variable remuneration of themembers of the Executive BoardThe remuneration policy for the remuneration of members of the Executive Board is described in section2.2 of the Report of the Chairman of the Supervisory Board.2.3.1.2. Summary of remuneration:Nicolas de Tavernost (Chairman (of the Executive Board)2011 2012Amounts paid(€) (2)Amounts due(€)Amounts paid(€) (2)Amounts due(€)Fixed remuneration 925,008 925,008 925,008 925,008Variable remuneration (2) 932,900 687,763 687,763 701,424Exceptional remunerationDirectors’ feesSub-total paid 1,857,908 1,612,771 1,612,771 1,626,432Benefits in kind (1) 7,311 7,311 7 100 7,100TOTAL 1,865865,2191,620620,082082 1,619619,8711,633633,532(1): company car provided(2): variable remuneration due in respect of a year is paid the following year.The variable remuneration comprises two elements:- additional remuneration (70% of variable remuneration), based on the level of achievement of the Group’s consolidated EBITAobjectives, as defined by the Supervisory Board.- remuneration as member of the Executive Board (30% of variable remuneration), as determined by the Supervisory Board as afunction of audience criteria calculated for all channels held by the M6 Group.The expected level of achievement of all criteria of variable remuneration has been established precisely but is not disclosed on thegrounds of confidentiality.M6 GROUP - 2012 REGISTRATION DOCUMENT - 65
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DisclaimerThis report is an English
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M6 GROUP PRESENTATION1. M6 Group pr
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SHARE CAPITAL3.10.4.4. Identificati
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RISK FACTORS AND MANAGEMENTRISK FAC
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RISK FACTORS AND MANAGEMENT4.7. Ind
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2012 FINANCIAL REPORT2012 FINANCIAL
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2012 FINANCIAL REPORT5.1.2.2. M6 TV
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2012 FINANCIAL REPORTAdvertising an
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2012 FINANCIAL REPORTthe reliabilit
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COMBINED GENERAL MEETINGIn ordinary
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OTHER INFORMATION9.4. Person respon
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OTHER INFORMATION14. ADMINISTRATIVE
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OTHER INFORMATIONiv.Reports of the
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