Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 82 2017-2018 2 Report on CORPORATE GOVERNANCE The allocation of stock options or stock purchasing and performance shares is not applicable to corporate officers of Vilmorin & Cie. In compliance with the provisions of article L.225-100 of the French Commercial Code, the Annual General Meeting of December 7, 2018, will deliberate on the fixed, variable and exceptional items making up the total compensation and benefits of any kind paid or attributable on the one hand to Mr. Emmanuel ROUGIER, Delegate CEO until December 8, 2017 and then to Daniel JACQUEMOND, Delegate CEO after this date. Moreover, and in accordance with article L.225-37-2 of the French Commercial Code, the Board of Directors will submit to the approval of the Annual General Meeting of December 7, 2018 the principles and criteria applicable to the determination, split and allocation of fixed, variable and exceptional items making up the total compensation and benefits of any kind attributable to the Delegate CEO, respecting the above-stated details, for the fiscal year closing on June 30, 2019 and constituting the compensation policy that applies to him or her. 2.5.2.2. Fees and allowances of any nature received by Members of the Board (non-executive corporate officers) The Members of the Board from Limagrain exercise their mandate without charge and do not receive any fees; moreover, they do not receive any corporate compensation with a direct or indirect legal link to Vilmorin & Cie, in compliance with the normal practices of Limagrain. Following the resolution approved by the Annual General Meeting held on December 8, 2017, the Board of Directors decided to allocate all the attendance fees for 2016-2017 (45,000 euros), to Miriam MAES and Mary DUPONT-MADINIER, Independent Members of the Board. It will propose to the Annual General Meeting deliberating on the financial statements closed on June 30, 2018 to fix the attendance fees for fiscal year 2017-2018 at 45,000 euros. The distribution policy for Directors’ fees broadly takes into account the attendance of each Member of the Board on the Board and the Committees, and the time she devotes to these functions. 2.5.2.3. Summarized statements of compensation The different compensation components of the executive corporate officers due or allocated for fiscal year 2017-2018, which will be submitted to the vote of the Shareholders during the Annual General Meeting of December 7, 2018, are shown in the following tables, completed in reference to the appendix of the Middlenext Corporate Governance Code. Any entry not mentioned in these tables is deemed not to be applicable. Table 1 - Summarized table of compensation payable to each corporate officer In thousands of euros 06.30.16 06.30.17 06.30.18 Amounts due Amounts paid out Amounts due Amounts paid out Amounts due Amounts paid out Emmanuel ROUGIER, Delegate CEO  (1) Fixed compensation 251.3 251.3 246.6 246.6 127.1 127.1 Annual variable compensation 75.9 75.9 60.8 60.8 90.1 90.1 Attendance fees - - - - - - Benefits in kind (3) 4.8 4.8 5.0 5.0 2.5 2.5 Total 332.0 332.0 312.4 312.4 219.7 219.7 Daniel JACQUEMOND, Delegate CEO (2) Fixed compensation - - - - 126.1 126.1 Annual variable compensation - - Attendance fees - - - - - - Benefits in kind (3) - - - - 3.0 3.0 Total 129.1 129.1 (1) Delegate CEO up until December 8, 2017. (2) Delegate CEO as of December 8, 2017. (3) Benefits in kind correspond to the use of a company car. These provisions do not concern Philippe AYMARD, who exercises his mandate without any compensation. 2.5. Agreements with corporate officers and interests of the management bodies