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REGISTRATION DOCUMENT 2015
Corporate Governance
6.5 Statutory auditors' special report on related party agreements and commitments
302
•
the annual compensation that will be paid out to him cannot be
less than the total annual average compensation (gross base
salary, benefits in kind, and bonus of any type) allocated to all
members of the Executive Committee during the 12 months
preceding the resumption of his employment contract;
•
he will benefit from your company's defined benefit pension plan
based on his seniority as a corporate officer and his seniority
under the employment contract; and
•
the contractual indemnity due in the event of the termination of
his employment contract will be canceled.
2.1.2.4. Amendments to the suspended employment contracts
of Mr. Franck RIBOUD, Chairman of the Board of directors,
and Mr. Emmanuel FABER, Chief Executive Officer
Persons concerned
Mr. Franck RIBOUD, Chairman of the Board of directors, and Mr.
Emmanuel FABER, Chief Executive Officer.
Nature, purpose and conditions
On February 10, 2010, the Board of directors amended the suspended
employment contracts of both Mr. Franck Riboud and Mr. Emmanuel
Faber (both corporate officers abstained from voting) in order that:
•
the indemnity provided under your company's collective agreement
applicable toyou're your Company employees (the “Indemnity for
Termination of the Employment Contract”) is (i) subject to a limit
of two years' fixed and variable gross compensation and (ii) in
the event of the payment of both the Indemnity for Termination
of the Employment Contract and the indemnity due in certain
instances of the termination of the term of office of a corporate
officer, included in an overall limit, also subject to a limit of two
years' fixed and variable gross compensation, applicable to all
termination indemnities paid in respect of a term of office or an
employment contract;
•
the portion of the Indemnity for Termination of the Employment
Contract corresponding to the seniority acquired in respect of
the term of office of the person concerned is subject to the same
performance conditions as the indemnity due in certain instances
of the termination of the term of office of the corporate officer;
•
in the exclusive event that a change in control results in the
termination of his term of office as a corporate officer, the
person concerned may, provided he has not committed serious
misconduct or gross negligence, request the termination of his
employment contract in the form of termination within three
months from the date of the termination of his term of office
as a corporate officer (i.e. the date on which his employment
contract is resumed).
In the event of the amendment of the performance conditions appli-
cable to the indemnity due in certain instances of the termination of
the term of office of a corporate officer, the performance conditions
applicable to the portion of the Indemnity for Termination of the
Employment Contract corresponding to the seniority acquired in
respect of the term of office will be automatically amended.
The portion of the Indemnity for Termination of the Employment
Contract which is subject to performance conditions and which
corresponds to the seniority acquired in respect of the term of
office will be subject to the agreement of the Board of directors
and the approval of the shareholders on each occasion the term
of office is renewed.
In addition, the non-compete clause included in the suspended em-
ployment contract of Mr. Emmanuel Faber was amended such that
it can only be exercised by your company and result in the payment
of consideration in the event of resignation. It should be noted that
Mr. Franck Riboud is not subject to a non-compete clause.
2.2. Agreements and commitments approved during
the past fiscal year
We were also informed of the implementation of the following agree-
ments and commitments, already approved by the Shareholders'
meeting of April 29, 2015 on the basis of the Statutory auditors'
special report of March 10, 2015, during the past fiscal year.
2.2.1. Amendment to the syndicated facilities
agreement of December 18, 2014 with J.P. Morgan
Group
Person concerned
With Mrs. Isabelle SEILLIER, a director of your company and a
managing director at J.P. Morgan Chase Group.
Nature, purpose and conditions
On July 27, 2011, the Board of directors voted unanimously (with Mrs.
Isabelle SEILLIER abstaining) to authorize your company to enter
into a syndicated facilities agreement and all related contractual
documents with J.P. Morgan Europe Limited and J.P. Morgan Limited
(hereinafter “J.P. Morgan”).
On July 28, 2011, your company therefore entered into a syndicated
facilities agreement with J.P. Morgan and several other banks.
This agreement provides for the establishment of a €2 billion
(multi-currency) revolving credit line, combined with a €300 million
“swingline” facility, up to a maximum principal amount of €2 billion.
The agreement's initial term was five years, with the possibility of
renewal for up to two additional years subject to banks' approval.
Interest due by your company on the amounts used with respect to
this syndicated facilities agreement are calculated using market
rates (EURIBOR, EONIA or equivalent foreign currency indices), plus
a margin and potential mandatory costs under certain conditions.
A utilization fee is added to the interest due based on the credit
portion used and, if the facility is not drawn down, a non-utilization
fee equivalent to a percentage of the margin is owed.
This syndicated facilities agreement was amended in 2012 and 2013
in order to extend its term by two additional years and add a credit
utilization fee in certain cases and an additional margin for drawdowns
in U.S. dollars, following authorizations from the Board of directors
(voting unanimously, with Mrs. Isabelle SEILLIER abstaining).
On December 11, 2014, the Board of directors (with Mrs. Isabelle
SEILLIER abstaining) voted unanimously to authorize your company
to enter into a new amendment to the syndicated facilities agreement
in order to (i) reduce the applicable margin and the non-utilization
fee, (ii) eliminate the additional margin for drawdowns in U.S. dollars,
(iii) extend the term of the facility up to five years after the signature
date of the amendment, with the option to extend it by two additional
years, subject to the banks' agreement and under the same terms
and conditions as the original syndicated facilities agreement, and
(iv) make other changes of a technical or legal nature to reflect
changes in current legislation and market practices.
On December 18, 2014, your company therefore amended the syn-
dicated facilities agreement accordingly, with the approval of all
the banks party to the syndicated facility (including J.P. Morgan).
J.P. Morgan's commitment in its capacity as lender on the syndicated
facilities agreement continues to be €210 million, or 10.5% of the
total, i.e. the same percentage as the other banks having the first
rank in the syndicated facilities agreement. Fees and interest owed
by your company to J.P. Morgan are determined on a strict pro-rated
basis relative to its commitments under the syndicated facilities
agreement and are therefore equivalent to fees and interest due
to the other banks having a first rank in the facilities agreement.