APC 2014 Annual Report Download - page 303

SHAREHOLDERS’ MEETING
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Amounts submitted to the vote Description
4°) Attendance fees N/A
5°) Other benefits EUR1,404 Mr.Babeau received the employer matching contribution paid to
subscribers to the capital increase reserved for employees.
EUR7,771 Mr.Babeau benefited from the profit-sharing and profit-based incentive
plans.
EUR8,745 Mr.Babeau benefited from a company car.
Board authorizations: February 19, 2014
II– Other elements of compensation which were or are subject to the approval of the Annual Shareholders' Meeting
pursuant to regulated agreements
Amounts submitted to the vote Description
Termination benefits EUR0 EmmanuelBabeau is entitled to Involuntary Severance Pay in the event of
change of control or strategy capped at twice the arithmetical average of his
annual actual fixed and variable remuneration for the last three years
authorized by the board of directors, including all other kinds of
compensations to which Mr.Babeau would be entitled under his work
contract (See Section3-7 of the 2014 registration document).
Board decision of June18-19, 2013
Date of approval by the Annual Shareholders’ Meeting: May6, 2014 (6th
Resolution)
Non-compete EUR0 Mr.Babeau may receive monthly non-compete compensation equal to
compensation 5/10ths of his gross compensation (monthly average of total gross
compensation [fixed and target variable] over the last 12 months of service)
increased to 6/10ths in case of lay-off. (See Section.3-7 of the 2014
registration document).
Date of board decision: June18-19, 2013
Date of approval by the Annual Shareholders’ Meeting: May6, 2014 (4th
Resolution)
Supplementary pension EUR0 Mr.Babeau is entitled to the supplementary defined-benefit pension plan
plan (article39) for the Group’s senior executives subject to the French social
security system, in addition to the defined-contributions plan (article83) set
up for Group senior executives under French contract and managed by
Cardif and, for all Group employees, managed by Malakoff-Médéric until
July1, 2014 and by Cardif since that date. See Section3-7 of the 2014
registration document.
board decisions: 2009, 2012, and June18-19, 2013
Date of approval by the Annual Shareholders’ Meeting: 2010, 2012, and
May6, 2014 (4thResolution)
Composition of the board of directors– Ninth to
old and a Canadian citizen, is the former CEO of Ingram Micro
Inc., based in the U.S.. Director of MGM Resorts International
Twelfth Resolutions
(member of the audit and compensation committees), he is also a
We remind you that the appointments of Betsy Atkins, Jeong Kim, Director of PACCAR Inc. (Chairman of the compensation
and Gérard de la Martinière will expire at the end of the Annual committee and member of the Audit committee). He is also a
Shareholders’ Meeting. member of the Advisory board of the Merage School of Business
at the University of California (Irvine).
Your board is working towards its “regeneration” with the
objective of increasing its share of non-French and female After starting his career at Bell Canada (business and product
directors, as well as adding new competencies (including digital development), followed by Nortel Inc. (market research),
technologies and marketing), which will also rejuvenate its Mr.Spierkel joined the Mitel Telecom Group and later the Mitel
composition with the aim of a narrower format. Three terms will Corp where he served as President of North America, and
expire in 2015 and seven terms in 2016. This year, your board President of Sales and Marketing. He joined Ingram Micro in 1997
asks you to approve the addition of a new director in the person as Senior Vice President and President of Ingram Micro Asia
of Mr. Gregory Spierkel, who will bring to the board his Pacific. He then became Executive Vice-President and President
international experience, his supply chain expertise in a digital of Ingram Micro Europe before being named President of Ingram
environment, and his deep knowledge of information technology. Micro Inc. in 2004. In 2005, he was named CEO of Ingram Micro
Your board also proposes to renew the terms of Ms. Betsy Atkins Inc., a position he held alongside his duties as a company Director
and Mr. Jeong Kim, for four years, and of Mr. Gérard de La until his departure in 2012. Since then, Mr.Spierkel has been a
Martinière, in accordance with statutory provisions, for two years. consultant to private equity firms investing in the IT sector.
Mr. Gregory Spierkel was appointed by the board of directors as a
non-voting member on October28, 2014. Mr.Spierkel, 58years
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