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Compensation payable to Yann Caillère

a Yann Caillère’s gross basic compensation for 2012 was set by the Board at €600,000, unchanged from 2011.

The Board has set Mr. Caillère’s gross basic compensation for 2013 at the same amount as for the two previous years,

i.e. €600,000.

a The principles for determining Mr. Caillère’s incentive bonus for 2012 were approved by the Board at its February21, 2012 meeting.

The calculation of the bonus would be based on the achievement of the following:

(i) Quantitative objectives, accounting for 70% of the total bonus:

-consolidated EBIT compared with the budget,

-consolidated EBIT margin compared with the budget,

-a consolidated flow-through ratio of at least 50% and a reactivity ratio of at least 40%,

(ii) Qualitative objectives, accounting for 30% of the total bonus:

-expanding the hotel portfolio and carrying out the hotel property disposal plan,

-managing and reorganizing the hotel brands,

-reducing Accor’s stock market undervaluation compared with eight of its listed hospitality stock peers.

As in 2011, it was decided that the total of his incentive bonus could range from 0% to 150% of a gross reference amount of €600,000.

Based on the above, and given the extent to which these objectives were met, the Board of Directors set the gross amount of Mr. Caillère’s incentive bonus for 2012 at €370,200, representing 62% of the reference amount.

The Board also approved the principles for determining Mr. Caillère’s incentive bonus for 2013, whose amount will be based on the achievement of the following objectives:

(i) quantitative objectives, accounting for 70% of the total bonus:

-consolidated EBIT in line with the budget,

-recurring free cash flow, after change in working capital , in line with the budget,

-consolidated flow-through ratio or reactivity ratio in line with the budget,

Corporate governance

INTERESTS AND COMPENSATION

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(ii) qualitative objectives, accounting for 30% of the total bonus:

-expanding the hotel portfolio and carrying out the hotel
property disposal plan in line with the budget,

-quality of management of Yann Caillère,

-Accor’s TSR compared with that of its eight listed hospitality
stock peers.

As for 2012, the total of Mr. Caillère’s incentive bonus for 2013 may range from 0% to 150% of a gross reference amount of €600,000.

Pension and termination benefits

Supplementary pension benefits

In 2012 the Chairman and Chief Executive Officer and the President and Chief Operating Officer participated in a top-hat pension plan that covers several dozen executives and senior managers of the Accor Group.

This plan comprises an “Article83” defined contribution plan and an “Article39” defined benefit plan.

a Except in specific cases provided for by law, if a plan participant leaves the Group before the date of retirement, he or she retains only the rights accrued under the defined contribution plan (based on annual employer contributions of up to 5% of five times the annual cap on the basis for calculating social security contributions – the “PASS” (1)) and forfeits the rights accrued under the defined benefit plan.

a Pension annuities payable to executive officers under the defined benefit plan – provided that they remain with the Group until they retire – correspond to a percentage of their reference compensation(2) capped at 60times the “PASS”. The percentage is determined on a reverse graduated basis and averages less than 2% of compensation, depending on the year.

Plan participants who leave the Group on retirement are only
entitled to a pension under the defined benefit plan if they
have participated in the plan for at least five years or have
served with the Accor Group for at least fifteen years. The
pension paid will be reduced by the amount of the pension
payable under the defined contribution plan referred to above.

a The overall replacement rate represented by pension benefits payable to executive officers under government-sponsored plans and Accor supplementary pension plans is capped at 35% of the average of their best three years’ reference compensation in the ten years prior to retirement.