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Executive CommitteeThe Executive Committee is made up of senior Group executives.At 31 December 2012, the Committee included the following members:Corporate governanceExecutive Committee – Compensation2Pascal LebardHervé PoncinGuy LéonardXavier Roy-ContancinIsabelle Boccon-GibodAntoine CourteaultChief Executive Officer of Sequana, Chairman of Antalis and ArjowigginsChief Operating Officer of AntalisChief Operating Officer of ArjowigginsManaging Director of the Creative Papers division (until 30 June 2012)Group Human Resources Director (since 1 July 2012)Group Chief Financial Officer, Chief Financial Officer of AntalisExecutive Vice-PresidentCompany SecretaryGilles Raynaud, Group Human Resources Director until 30 July 2012, was also a member of the Executive Committee until this date.CompensationThe Board of Directors reviews the Company’s executive compensation practices and ensures that they comply with the recommendationspublished by AFEP and MEDEF, or with recommendations that may be issued by competent authorities, in particular the AMF.Executive corporate officersThe roles of Chairman of the Board of Directors and ChiefExecutive Officer of the Company were separated in 2007. Since1 July of that year, Pascal Lebard has been Chief Executive Officerof Sequana and Tiberto Ruy Brandolini d’Adda, Chairman of theBoard of Directors.The AFEP-MEDEF’s recommendations include the Chairmanof the Board of Directors in their definition of executive corporateofficers – even when the Chairman has no executive role. Tocomply with these recommendations, the detailed informationprovided below discloses compensation received by Pascal Lebardand Tiberto Ruy Brandolini d’Adda.CompensationCompensation payable to the Chief Executive OfficerThe annual compensation paid to the Chief Executive Officercomprises a fixed portion and a variable portion determined bythe Board of Directors based on recommendations made by theNominations and Compensation Committee.The fixed portion of Pascal Lebard’s annual compensation,amounting to €900,000 for 2011, was maintained in2012, pursuant to a decision of the Board of Directors’ meetingof 8 March 2012 previously approved by the Nominationsand Compensation Committee. Based on a recommendationof the Nominations and Compensation Committee, the Boardof Directors’ meeting of 25 April 2013 decided to maintainPascal Lebard’s fixed compensation at €900,000 for 2013.Variable compensation payable in respect of 2010 was calculatedbased on changes in consolidated debt during the year, workingcapital and consolidated operating income in the period, as wellas on the implementation of announced and/or future cost cuttingplans. This variable compensation may be increased by theBoard of Directors on the recommendation of the Nominationsand Compensation Committee, provided that (i) the strategicoperations approved by the Board are carried out effectively;(ii) the Group meets its three-year business targets; and (iii) theRACE 2012 programme is implemented successfully at Antalis.Based on these principles and given the Group’s performance in2010, the Board meeting of 9 March 2011 set Pascal Lebard’svariable compensation for 2010 at a gross amount of €870,000.This amount, payable in 2011, was approved upfront by theNominations and Compensation Committee. The Board alsodecided to maintain the criteria used to calculate Pascal Lebard’svariable compensation for 2011 insofar as these continue to reflectthe objectives of the Group’s three-year business plan.At its meeting of 8 March 2012, the Board of Directors decidedthat no variable compensation would be paid to Pascal Lebardin respect of 2011. This decision was in line with the recommendationsof the Nominations and Compensation Committeeand with Pascal Lebard’s own proposals, taking into accountthe Group’s situation and its operating performance in 2011. Atthe same meeting, the Board decided to base the calculation ofPascal Lebard’s variable compensation for 2012 on the followingcrteria: (i) changes in consolidated EBITDA over the period;(ii) the Group’s net debt at end-2012; (iii) continued prudentmanagement of working capital; and (iv) a continuation of costandcapacity-reduction policies. The Board also decided that thisvariable amount could be increased by the Board on the recommendationof the Nominations and Compensation Committee,provided that strategic transactions are carried out on good termsin line with the three-year business plan and with the Group’sgeneral refinancing arrangements.Sequana | 2012 Document de référence (English version) | 65