to download the 2012 registration document. - Groupe M6

CORPORATE GOVERNANCE2012 between its members. This amount should be understood to be a maximum amount, the fullpayment of which is subject to the achievement of an attendance rate of 100%.The total amount of fees is allocated by the Supervisory Board pro rata to the time given to thefunction during the period, taking account of the quality of the Chairman of the Board or itsCommittees and the contribution by members to the Board and to the Committees. It also takesaccount of members’ attendance, as is recommended in the AFEP-MEDEF Code of corporategovernance.Upon the proposal of the Remuneration Committee, the total directors’ fees is apportioned asfollows:- a fixed element equal to 63% of the total amount, which stands at €149,000, apportioned prorata over the effective duration of service during the period and reflecting the responsibilitiesexercised within the Supervisory Board and potential membership of committees,- a variable velement equal to 37% of the total amount, which stands at €87,000, which is paid,depending on the attendance at Board and Committee meetings during the period.A total of €226,000 was paid to members of the Supervisory Board in respect of 2012 (out of the€236,000 maximum approved by the General Meeting). Details of these payments are included insection 2.3.4 of this registration document.2.2 Remuneration of Executive Board membersEvery year, the Supervisory Board, upon proposal by the Remuneration Committee, sets theExecutive Board members’ remuneration policy with reference to the AFEP/MEDEFrecommendations on the governance of listed companies.All members of the Executive Board cumulate an employment contract with a term of office asDirector, noting that Nicolas de Tavernost’s employment contract has been suspended since 6December 1990 and will remain so until his term of office as Chairman of the Executive Boardexpires. The remuneration policy sets all fixed, variable and exceptional remuneration items, inaddition 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 results achieved, level of responsibility assumed,but also on practices observed in comparable companies and remuneration paid to otherdirectors of the company.The remuneration of members of the Executive Board is paid by the parent company MétropoleTélévision, with the exception of Robin Leproux, whose salary is paid by M6 Publicité.In 2012, Executive Board members’ remuneration comprised the following items:(1) a fixed element comprising:- a basic salary for every member of the Executive Board, paid monthly for Nicolas de Tavernost,a Director, and over 13 months for Thomas Valentin, Robin Leproux and Jérôme Lefébure, all ofwhom are employees.- the value of a company car as a benefit-in-kind.(2) a variable part comprising two elements:- for Nicolas de Tavernost and Jérôme Lefébure, additional remuneration based on the level ofachievement of consolidated EBITA objectives for the Group, as defined by the SupervisoryBoard.For Robin Leproux, 70% of this remuneration is calculated by reference to net annualadvertising revenue for M6 Publicité and 30% based on the level of achievement ofconsolidated EBITA objectives for the Group, as defined by the Supervisory Board;For Thomas Valentin, 70% of this remuneration is calculated based on the level of achievementof consolidated EBITA objectives for the Group and 30% based on audience criteria calculatedfor all channels held by the M6 Group.86 - M6 GROUP - 2012 REGISTRATION DOCUMENT