Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 81 2017-2018 2 2.5. Agreements with corporate officers and interests of the management bodies 2.5.1. Stock options, stock purchasing, voting rights, agreements with corporate officers, agreements concluded between a corporate officer or a shareholder holding more than 10% of the Company’s voting rights and a subsidiary of the Company Vilmorin & Cie’s Members of the Board do not hold any of Vilmorin & Cie’s shares. No operation or agreement has been agreed by the Company with its corporate officers. No loan or guarantee has been granted or signed in their favor by the group’s banks. No service contract binding members of the Board of Directors or the General Management and granting benefits has been signed by Vilmorin & Cie or one of its subsidiaries. In compliance with article L.225-102-1 of the French Commercial Code, Vilmorin & Cie confirms that no agreement has been agreed between one of the Company’s subsidiaries and a corporate officer or a shareholder holding more than 10% of the Company’s voting rights. 2.5.2. Fees or allowances paid to corporate officers and Members of the Board 2.5.2.1. Compensation and benefits of any nature received by the corporate officers With regard to the compensation of corporate officers, the Company complies with the recommendations of the Middlenext Corporate Governance Code. Thus, the principles for determining this compensation meet the criteria of comprehensiveness, balance, benchmark, consistency, legibility of the rules, measurement and transparency. Mr. Philippe AYMARD, Chairman and CEO, exercises his mandate without any compensation, both for his function of Chairman and of CEO. He does not receive any compensation either from Vilmorin & Cie, or from Limagrain. Indeed, it is an established management principle that Members of the Board representing Limagrain should not receive a salary or any other form of compensation for their mandates. As part of the organization of the Limagrain General Management functions, Vilmorin & Cie’s Delegate CEO has a permanent contract of employment with Groupe Limagrain Holding. Compensation is paid by Groupe Limagrain Holding and is re-invoiced to Vilmorin & Cie through management fees. This contract defines the different components of compensation, provisions regarding the non-competition clause and the conditions for terminating the contract. The compensation of corporate officers who have a contract of employment comprises: a fixed salary which is reviewed annually, a variable part which is defined each fiscal year exclusively in relation to the group’s financial performance, expressed “per thousand” of Vilmorin & Cie’s consolidated net income. This quota calculation of the income is reviewed at the beginning of each fiscal year and is applied as such at the end of the fiscal year, once the consolidated financial statements have been definitively approved. Its amount is capped at one year’s fixed compensation. benefit in kind consisting of the provision of a company car, retirement benefits. The total compensation paid for fiscal year 2017-2018 to Mr. Emmanuel ROUGIER for his function as Delegate CEO (up until December 8, 2017) came to 219,700 euros, including a variable part of 90,100 euros and 581,500 corresponding to retirement benefits. The total compensation paid to Mr. Daniel JACQUEMOND, for his function as Delegate CEO as of the same date came to 129,100 euros. The total commitments concerning Daniel JACQUEMOND’s retirement benefits on June 30, 2018 stood at 235,400 euros. Contractual severance payment corresponds to one year’s total remuneration, fixed and variable. The formula used to calculate this sum, which constitutes the upper limit, is based on one year’s gross fixed salary, to which is added a complementary payment corresponding to the annual average of the variable compensation for the previous three fiscal years closed. It is specified that only termination of the contract of employment by the Company can generate this severance payment, which cannot be applied if the Delegate CEO leaves the Company at his or her own initiative. At the end of fiscal year 2017-2018, the potential impact of the termination of the mandate of Vilmorin & Cie’s Delegate CEO can be evaluated at 0.36 million euros. As compensation for a non-competition obligation, the Delegate CEO can benefit from a compensatory allowance corresponding to one year’s gross fixed salary, excluding any benefits in kind, to which is added a complementary payment corresponding to the annual average of the variable compensation for the previous three fiscal years closed. At the end of fiscal year 2017-2018, this allowance can be evaluated at 0.36 million euros. Finally, it is specified that the Delegate CEO does not receive any compensation for his/her corporate mandate, since all compensation is exclusively related to his/her contract of employment. 2.5. Agreements with corporate officers and interests of the management bodies Report on CORPORATE GOVERNANCE