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2Corporate governanceCompensationAt its meeting of 26 March 2013, the Board of Directorsdecided that despite the disappointing results in 2012 related tothe tough economic conditions, most of the criteria determiningPascal Lebard’s variable compensation for 2012 (payable in2013) had been met. The Board also noted that Pascal Lebardhad not been found wanting in the exercise of his duties and hadworked very hard throughout the year to turn the Group aroundand secure refinancing. After considering the opinion of theNominations and Compensation Committee, assessing the qualityof Pascal Lebard’s work and deeming the related criteria tohave been met, the Board decided to pay Pascal Lebard variablecompensation for 2012 but to cap the amount at 50% of his fixedcompensation, i.e., €450,000.As regards Pascal Lebard’s variable compensation for 2013, inorder to strengthen his motivation and reflect the extent of thechallenges facing the Group, the Board decided to maintain thecriteria used to calculate Pascal Lebard’s variable compensationfor 2012, i.e., (i) changes in consolidated EBITDA over theperiod; (ii) the Group’s net debt at end-2013; (iii) continued prudentmanagement of working capital; and (iv) a continuation ofcost- and capacity-reduction policies.Although these criteria were quantified in a precise manner, thesedetails are not disclosed for reasons of confidentiality.Compensation payable to the Chairman of the Boardof DirectorsSince 1 January 2008, Tiberto Ruy Brandolini d’Adda hasreceived annual attendance fees of €250,000 in his capacity asChairman of the Board of Directors, on top of the attendancefees to which he is already entitled in his capacity as director.These additional fees are deducted from the aggregate amount ofattendance fees payable (see details on page 68). The additionalfees are consideration for his duties as Chairman of the Boardand specifically for his role and responsibilities in organising theBoard’s work as defined by the Articles of Association.Aggregate executive compensation and benefitsThe table below sets out compensation paid by Sequana and the companies it controls to executive corporate officers in 2011 and 2012:(Gross amount in euros before tax)Pascal LebardChief Executive OfficerFinancial year 2011 Financial year 2012Amounts paidduring 2011Amounts payableand paidin respect of 2011Amounts paidduring 2012Amounts payableand paidin respect of 2012Fixed €900,000 €900,000 €900,000 €900,000Variable €870,000 €0 €0 €450,000Exceptional - - - -Attendance fees €49,838 €52,468 €57,786 €47,402Tiberto Ruy Brandolini d’AddaChairman of the Board of DirectorsFixed - - - -Variable - - - -Exceptional - - - -Attendance fees €299,838 €302,468 €307,786 €297,402TOTAL €2,119,676 €1,254,936 €1,265,572 €1,694,804No benefits of any kind (including fringe benefits) were grantedby Sequana (or the companies it controls) to its executive corporateofficers in 2011 or 2012.Other than the compensation mentioned above, the Companydid not make commitments of any kind to its executive corporateofficers in terms of compensation, indemnities or benefits payableor likely to be payable in connection with or following theassumption, termination or change of duties.The executive corporate officers are not bound to the Company byany non-competition clause.Pascal Lebard and Tiberto Ruy Brandolini d’Adda, who meetthe definition of executive corporate officers provided by AFEP-MEDEF and are required to comply with rules regarding combininga corporate office with an employment contract, do not haveand have never had an employment contract during their respectiveterms of office (including any contracts which have been temporarilysuspended) with Sequana or a company it controls.Pascal Lebard benefits from the same pension scheme as theCompany’s other executives. Like the Company’s other executives,he is also entitled to supplementary life and disabilityinsurance.66 | Sequana | 2012 Document de référence (English version)