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Corporate governance

INTERESTS AND COMPENSATION

Table 2: Compensation and benefits paid to each executive officer in 2011 and 2012 Due for the year Paid during the year 2011 2012 2011 2012 Gilles PĂ©lisson Chairman and Chief Executive Officer until December 1, 2010, then non-Executive Chairman of the Board of Directors until January 15, 2011 w Basic compensation (1) 39,683 -39,683 -w Incentive bonus (2) --1,500,000 -w Exceptional bonus ----w Directors’ fees (3) N/A -21,733 -w Benefits-in-kind (4) 1,975 -1,975 -w Termination benefits N/A -5,000,000 (5) -TOTAL 41,658 -6,563,391 -Denis Hennequin Chief Executive Officer from December 1, 2010, then Chairman and Chief Executive Officer from January 15, 2011 w Basic compensation (1) 750,000 833,300 750,000 833,300 w Incentive bonus (2) 1,512,500 959,800 N/A 1,512,500 w Directors’ fees (3) --35,953 -w Benefits-in-kind (4) 15,280 24,177 15,280 24,177 TOTAL 2,277,780 1,817,277 801,233 2,369,977 Yann Caillère President and Chief Operating Officer w Basic compensation (1) 600,000 600,000 600,000 600,000 w Incentive bonus (2) 786,180 370,200 700,000 786,180 w Directors’ fees (3) 15,941 20,273 24,412 22,800 w Benefits-in-kind (4) 7,176 7,176 7,176 7,176 w Discretionary profit-sharing (6) 1,466 N/D 2,232 1,466 w Statutory profit-sharing (7) 1,715 N/D 1,015 1,715 TOTAL 1,412,478 997,649 1,334,835 1,419,337 The above amounts are presented in euros on a gross pre-tax basis. (1) The basic compensation of the Chairman and Chief Executive Officer and the President and Chief Operating Officer is paid in the year in which it is earned. (2) Incentive bonuses are calculated and paid at the beginning of the year following the year in which they were earned. The criteria applied to determine the 2012 bonuses of the Chairman and Chief Executive Officer and the President and Chief Operating Officer are presented on pages 120 and 121. (3) In 2011 Gilles PĂ©lisson was paid fees for 2010 amounting to (i) â‚¬19,433 in his capacity as a member of the Supervisory Board and subsequently a director of Groupe Lucien Barrière and (ii) â‚¬2,300 in his capacity as permanent representative of Accor on the Supervisory Board of LenĂ´tre. In 2011 Denis Hennequin was paid €35,953 in directors’ fees for 2010 in his capacity as a director of Accor. He has not been allocated any directors’ fees since his appointment as Chief Executive Officer on December 1, 2010. In 2011 Yann Caillère was paid fees for 2010 amounting to €10,998 in his capacity as a member of the Supervisory Board and subsequently a director of Groupe Lucien Barrière. In 2012 Yann Caillère was paid directors’ fees amounting to €2,527 relating to the directorship he held in Groupe Lucien Barrière for the period in 2011 until Accor sold its interest in the Company. In 2012 Yann Caillère was paid €12,779 in fees for 2012 in his capacity as a member of the Supervisory Board of Orbis (PLN 52,639 converted at a rate of 0.2428 on January 17, 2013). The corresponding fees paid in 2011 for that year totaled €5,969. In 2012 Yann Caillère was paid €7,494 in fees for 2012 in his capacity as a director of El Gezirah Hotels & Tourism Company (USD 10,000 converted at a rate of 0.7494 at January 17, 2013). The corresponding fees paid in 2011 for that year totaled €7,445. (4) Company cars for Denis Hennequin and Yann Caillère, and private unemployment insurance for Denis Hennequin (see page 122 ). (5) Including €1,110,000 paid to Gilles PĂ©lisson in December 2010 under the settlement agreement related to his employment contract . (6) Discretionary profit-sharing is paid in the year following that for which it is due. (7) Non-discretionary profit-sharing is paid in the year following that for which it is due. The disclosed amount includes any supplementary profit-sharing bonuses paid.