Get Adobe Flash player 3Corporate governance INTERESTS AND COMPENSATION Table 3: Summary of commitments given to executive officers Executive officer Employment contract Supplementary pension benefits (1) Compensation or benefits payable in the case of appointment to a new position, termination/ removal from office or transfer (2) Non-compete indemnity

Denis Hennequin

Chairman and Chief Executive Officer No Yes Yes No

Yann Caillère

President and Chief Operating Officer Yes Yes Yes No

Compensation paid to other senior executives

The total gross compensation and benefits paid in 2012 by the Group’s French and non-French companies to the members of the Executive Committee – in its form as at December 31, 2012 and not including the Chairman and Chief Executive Officer and the President and Chief Operating Officer, whose respective compensation is described above – amounted to €3,153,000, including aggregate gross incentive bonuses of €1,143,000.

Provisions set aside at December 31, 2012 for pensions and other post-employment benefits payable to senior executives are presented in note 33 to the consolidated financial statements on page 249 .

Directors’ fees

On February 21, 2012, the Board amended the provisions of its Bylaws concerning the individual allocation of directors’ fees, notably by increasing the variable portion based on attendance at Board and Committee meetings. Consequently:

a the annual amount of directors’ fees is divided into an amount set aside for the Board and an amount set aside for the Board Committees. The amount for the Board Committees is subsequently divided equally among the three Committees;

a half of the amount set aside for the Board and each Committee is used to pay the fixed portion of directors’ fees and the other half is used to pay a variable portion based on a per-meeting amount set by the Board depending on the total number of meetings held during the year;

a the fixed portion received by the Committee Chairmen is double that of the other Committee members;

a the Vice-Chairman of the Board of Directors, who serves as senior independent director, receives the fixed portion of directors’ fees payable to all directors as well as a fixed portion of a flat amount determined by the Board;

a after allocating the annual amount, according the abovementioned principles, the Board may distribute all or part of the remaining amount among the directors, in a proportion determined by the Board;

a directors who also hold the position of Chairman and Chief Executive Officer or Chief Operating Officer do not receive any directors’ fees.