Description
The tables inserted in the sections below present a summary of compensation and benefits of any kind that are paid to managing corporate officers of the Company.
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Compensation and bene?ts paid to managers and corporate of cers
/
2.2 Compensation and bene?ts paid
to managers and corporate of cers
The tables inserted in the sections below present a summary
of compensation and benefits of any kind that are paid
to managing corporate officers of the Company, and to
members of the Company’s Board of Directors by (i) the
Company, (ii) controlled companies, pursuant to Article
L.233-16 of the Commercial Code, by the Company in
which the mandate is performed, (iii) controlled companies,
pursuant to Article L.233-16 of the Commercial Code, by
the company(ies) which control(s) the company in which
the mandate is performed and (iv) the company(ies) which,
pursuant to the same article, control the company in which
the mandate is exercised. Since the Company belongs
to a group at the date of this registration document, the
information concerns the amounts owed by all companies in
the chain of command.
The Company is a corporation (société anonyme) with a
Board of Directors for which the duties of Board Chairman,
performed by Mr Laurent Mignon, and Chief Executive
Officer (CEO), performed by Mr Jean-Marc Pillu, are
separate. This management method was in place before the
stock market listing.
Compensation and bene?ts paid to Mr Laurent Mignon
No form of compensation or bene?t has been paid to Mr Laurent Mignon by the Company. The compensation paid by Natixis
to Mr Laurent Mignon for his term as Chief Executive Of cer (CEO) of Natixis is described below (Section 2.2.1 and 2.2.2).
Compensation and bene?ts paid to Mr Jean-Marc Pillu
Until July 16, 2014, Mr Jean-Marc Pillu, Chief Executive
Of cer (CEO) of the Company, was linked to Natixis, which
held 99.99% of the Company, through an open-ended
employment contract, and was not directly compensated by
the Company for his term as Chief Executive Of cer (CEO).
However, to the extent that the compensation and bene?ts
paid by Natixis to Mr Jean-Marc Pillu for this employment
contract were re-invoiced annually to the Company, this
section describes these elements.
Mr Jean-Marc Pillu resigned from Natixis on July 16, 2014.
Since that date, he has been paid directly by the Company
for his term as Chief Executive Of cer (CEO).
2.2.1 SUMMARY OF COMPENSATION OF MANAGING CORPORATE OFFICERS
FOR 2013 AND 2014
In order to comply with the regulations, the tables below
present a breakdown of the ?xed and variable compensation,
along with the other bene?ts granted to Mr Jean-Marc Pillu,
Chief Executive Of cer (CEO), and to Mr Laurent Mignon,
Chairman of the Board of Directors, during the financial
years ended December 31, 2013 and 2014:
No form of compensation or benefit has been paid to Mr
Laurent Mignon by the Company. The compensation presented
below was paid by Natixis for its mandate as the Natixis Chief
Executive Of cer (CEO).
TABLE 1 - TABLE SUMMARIZING THE COMPENSATION, AND OPTIONS AND SHARES ALLOTTED TO EACH MANAGING
CORPORATE OFFICER (AMF NOMENCLATURE)
TABLE SUMMARIZING THE COMPENSATION, AND OPTIONS ALLOTTED TO EACH MANAGING CORPORATE OFFICER
(amount in euros)
YEAR ENDED
DECEMBER 31, 2013
YEAR ENDED
DECEMBER 31, 2014
Jean-Marc PILLU, Chief Executive Of cer (CEO)
Compensation due for the year
(1)
(detailed in paragraph 2.2.2 below) 862,827 1,133,395
Value of the multi-year variable compensation allotted during the ?nancial year - -
Value of options allotted during the ?nancial year - -
Value of performance shares allotted during the ?nancial year
(detailed in paragraph 2.2.6 below) - 610,097
TOTAL 862,827 1,743,492
(1) On a gross basis (before social contributions and income tax). This compensation, paid by Natixis until July 16, 2014, was re-invoiced annually
to the Company, with the exception of the benefits in kind detailed in Section 2.2.2 below. As of July 16, 2014, this compensation was paid directly
by the Company.
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Compensation and bene?ts paid to managers and corporate of cers
TABLE SUMMARIZING THE COMPENSATION, AND OPTIONS ALLOTTED TO EACH MANAGING CORPORATE OFFICER
(amount in euros)
YEAR ENDED
DECEMBER 31, 2013
YEAR ENDED
DECEMBER 31, 2014
Laurent Mignon, Chairman of the COFACE SA Board and Natixis Chief Executive
Of cer (CEO)
Compensation for the ?nancial year
(1)
1,766 120 1,821,512
Value of the long term variable compensation allotted during the ?nancial year - -
Value of options allotted during the ?nancial year - -
Value of performance shares allotted during the ?nancial year
(2)
350 160,000
TOTAL 1,766,470 1,981,512
(1) including €1,176 car allowance + €2,962 family allowance
(2) valuation of the shares allotted
2.2.2 COMPENSATION OF MANAGING CORPORATE OFFICERS FOR FINANCIAL
YEARS 2013 AND 2014
In order to comply with the regulations, the tables below
present a breakdown of the ?xed and variable compensation,
along with the other bene?ts granted to Mr Jean-Marc Pillu,
Chief Executive Of cer (CEO), and to Mr Laurent Mignon,
Chairman of the Board of Directors, during the years ended
December 31, 2013 and 2014.
No form of compensation or benefit has been paid to
Mr Laurent Mignon by the Company. The compensation
presented below was paid by Natixis for its mandate as the
Natixis Chief Executive Of cer (CEO).
TABLE 2 - SUMMARY OF COMPENSATION OF EACH MANAGING CORPORATE OFFICER (AMF NOMENCLATURE)
TABLE SUMMARIZING THE COMPENSATION OF EACH MANAGING CORPORATE OFFICER
(in euros)
2013 2014
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
Jean-Marc PILLU, Chief Executive Of cer (CEO)
Fixed compensation
(1)
440,000 440,000 544,509
(5)
544,509
(5)
Variable annual compensation 417,285 375,000 680,400 417,285
Multi-year variable compensation - - - -
Exceptional compensation
(4)
- - - -
Directors’ fees - - - -
Bene?ts in kind
(4)
5,542 5,542 2,995 2,995
TOTAL * 862,827 820,542 1,227,904 964,789
(1) On a gross basis before taxes.
(2) Compensation allotted for duties performed during the previous financial year, regardless of the date of payment.
(3) Compensation paid for duties performed during the previous financial year.
(4) Mr Jean-Marc Pillu benefited from a company vehicle.
(5) Added to the fixed compensation are the amounts paid by Natixis as part of the employment contract that ended on July 15, 2014
(full settlement).
* Furthermore, Mr Jean-Marc Pillu benefited, as an employee of Natixis, from equity interest, profit-sharing, employee matching contribution
and the family supplement devices in effect within Natixis in the amount of 14,785 euros in 2013 and 11,113.16 in 2014, as well as from the collective
pension and health expense schemes in effect within Natixis.
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Compensation and bene?ts paid to managers and corporate of cers
TABLE SUMMARIZING THE COMPENSATION OF EACH MANAGING CORPORATE OFFICER
(in euros)
2013 2014
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
Laurent Mignon, Chairman of the COFACE SA Board
and Natixis CEO
Fixed compensation for corporate of ce 800,000 800,000 800,000 800,000
Variable compensation 958,000 951,479
(1)
1,017,374 1,233,624
(1)
Exceptional compensation - - - -
Directors' fees - - - -
Bene?ts in kind 8,120 8,120 4,138
(2)
4,138
(2)
TOTAL * 1,766,120 1,759,599 1,821,512 2,037,762
(1) This amount includes payment relating to the variable remuneration deferred from previous years.
(2) Including €1,176 car allowance + €2,962 family allowance.
* The details of the compensation for Mr Laurent Mignon, Chairman of the COFACE SA Board of Directors and Chief Executive Officer (CEO)
of Natixis, is available in the Natixis registration document registered with the Autorité des marchés financiers (French securities regulator)
on March 12, 2015 on pages 83 to 85.
The compensation collected by Mr Jean-Marc Pillu for the
?nancial year includes a ?xed and a variable portion.
The amount of the ?xed portion is €450,000 for 2014.
The amount of the variable portion, capped for 2014
at a maximum of 173.3% of Mr Jean-Marc Pillu’s fixed
compensation, is 60% dependent on the achievement of
?nancial objectives (which are linked to revenues, general
expenses, the claims ratio and the Company’s net income)
and 40% dependent on strategic and managerial objectives.
Mr Jean-Marc Pillu was provided with a company vehicle.
Mr Jean-Marc Pillu was allotted 43,269 non-recurring bonus
shares, by decision of the Board of Directors dated June 26,
2014. The vesting period for these bonus shares was set at
two years from July 1, 2014, subject to the Chief Executive
Officer (CEO) still being with the Company on that date
(save for cases of involuntary departure).
This allocation of bonus shares, fell within the context of
carrying out the plan for the Company’s market listing.
Furthermore, Mr Jean-Marc Pillu was allotted 21,635 performance
shares under the Long-Term Incentive Plan.
A plan entitling bearers to the allocation of performance
shares of the Company, capped to 1% of the Company’s
share capital, was established within the Coface Group, for
the bene?t of employees and corporate of cers: the Coface
Group’s “Long-Term Incentive Plan (LTIP).”
Under this plan, Mr Pillu, Chief Executive Of cer (CEO) of the
Company, and certain Company employees were allotted
bonus shares (the “Bonus Shares”) under the following two-
fold condition:
I presence of the bene?ciary, during and at the end of the
vesting period, which shall conclude three years after the
date of admission for trading of the Company’s shares on
the regulated Euronext Paris market; and
I performance criteria subject to the RoTE level of the
Coface Group for the year ended December 31, 2016, and
on the condition that there is a distribution of dividends
of at least 60% of the net attributable income.
The performance criteria shall be contingent on the number
of bonus shares actually issued, which could vary between 0
and 1 times the number of shares initially allotted.
The de?nitive vesting period for shares allocated under the
LTIP is set at three years from the date that Company shares
are admitted for trading on the Euronext Paris regulated
market.
The shares allotted shall be subject to the legal retention
period for a duration of two years from their definitive
allocation. The shares that may be allotted under this plan
shall be existing shares.
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Compensation and bene?ts paid to managers and corporate of cers
2.2.3 DIRECTORS’ FEES AND OTHER COMPENSATION COLLECTED
BY THE MEMBERS OF THE BOARD OF DIRECTORS DURING 2013 AND 2014
The table below shows the directors’ fees and other types of compensation collected by members of the Company’s Board
of Directors in 2013 and 2014:
TABLE 3 - SUMMARY OF COMPENSATION OF EACH MEMBER OF THE BOARD OF DIRECTORS (AMF NOMENCLATURE)
(2)
TABLE REGARDING THE DIRECTORS’ FEES AND OTHER COMPENSATION COLLECTED BY NON-MANAGING CORPORATE OFFICERS
NON-MANAGING CORPORATE OFFICERS
DATE OF FIRST
APPOINTMENT EXPIRATION DATE
AMOUNTS PAID
IN 2013
(1)
AMOUNTS PAID
IN 2014
(1)
BPCE
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 GM Dec. 31, 2016
(3)
5,000
-
15,000
-
Marguerite BERARD-ANDRIEU, permanent
representative of BPCE
Other compensation
BPCE ?xed compensation
BPCE annual variable compensation
Multi-year variable compensation
BPCE exceptional compensation
BPCE bene?ts in kind
n/a n/a
300,000
91,218.4
-
-
-
300,000
129,599
-
-
1,324.38
Natixis
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 -
-
-
-
Jean ARONDEL
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 GM Dec. 31, 2016
(3)
5,000
-
16,500
-
Bruno DELETRÉ
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 4,500
-
5,500
-
Jean-Paul DUMORTIER
Directors’ fees COFACE SA
Other compensation
Jul. 26, 2013 GM Dec. 31, 2016
(3)
2,000
-
17,500
-
Yvan DE LA PORTE DU THEIL
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 5,000
-
6,000
-
Pascal MARCHETTI
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 GM Dec. 31, 2016
(3)
6,000
-
24,500
-
(1) On a gross basis (before social contributions and income tax).
(2) The dates of appointments and end of appointments for the Board of Directors are available in section 2.1.1.1.
(3) Shareholders’ Meeting held to approve the financial statements for the previous fiscal year.
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TABLE REGARDING THE DIRECTORS’ FEES AND OTHER COMPENSATION COLLECTED BY NON-MANAGING CORPORATE OFFICERS
NON-MANAGING CORPORATE OFFICERS
DATE OF FIRST
APPOINTMENT EXPIRATION DATE
AMOUNTS PAID
IN 2013
(1)
AMOUNTS PAID
IN 2014
(1)
Nicole NOTAT
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 Jan. 20, 2015 7,000
-
20,000
-
Laurence PARISOT
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 Oct. 17, 2014 3,500
-
12,000
-
Nicolas PLANTROU
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 5,000
-
4,500
-
Emmanuel POULIQUEN
Directors’ fees COFACE SA
Other compensation
May 15, 2013 July 01, 2014 3,000
-
5,500
-
Laurent ROUBIN
Directors’ fees COFACE SA
Other compensation
Jul. 26, 2013 GM Dec. 31, 2016
(3)
4,000
-
24,000
-
Éric HÉMAR
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
22,500
-
Sharon MACBEATH
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
13,500
-
Clara-Christina STREIT
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
14,500
-
Olivier ZARROUATI
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
14,000
-
(1) On a gross basis (before social contributions and income tax).
(2) The dates of appointments and end of appointments for the Board of Directors are available in section 2.1.1.1.
(3) Shareholders’ Meeting held to approve the financial statements for the previous fiscal year.
2.2.4 STOCK OPTIONS OR WARRANTS ALLOTTED IN 2014 TO EACH MANAGING
CORPORATE OFFICER OR BY ANY COMPANY IN THE GROUP
No allocation of stock options or warrants occurred for managing corporate of cers during the year ended December 31, 2014.
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Compensation and bene?ts paid to managers and corporate of cers
2.2.5 STOCK OPTIONS OR WARRANTS EXERCISED IN 2014 BY EACH MANAGING
CORPORATE OFFICER
No stock options or warrants were exercised by a managing corporate of cer during the year ended December 31, 2014.
2.2.6 BONUS SHARES ALLOTTED DURING 2014 TO EMPLOYEES
AND CORPORATE OFFICERS
The conditions for bonus allocation are given in section 2.2.2 of this registration document. The table below states the free
shares allocated to Mr Jean-Marc Pillu.
TABLE 6 - SHARES ALLOTTED TO EACH CORPORATE OFFICER (AMF NOMENCLATURE)
SHARES ALLOTTED TO EACH CORPORATE OFFICER
PLAN DATE
NUMBER
OF SHARES
ALLOTTED
DURING THE
YEAR
VALUATION OF SHARES
IN EUROS ACCORDING
TO THE METHOD USED
FOR THE CONSOLIDATED
FINANCIAL STATEMENTS
ACQUISITION
DATE
AVAILABILITY
DATE
PERFORMANCE
CONDITIONS
Jean-Marc
PILLU
Long Term
Incentive Plan
June 26, 2014
21,635 190,388 July 1, 2017 July 1, 2019
subject to the RoTE level
of the Coface Group
for the year ended
December 31, 2016
Non-recurring
free share
allocation
June 26, 2014 43,269 419,709 July 1, 2016 July 1, 2018 N/A
TOTAL 64,904 610,097 - - -
2.2.7 PERFORMANCE SHARES WHICH HAVE BECOME AVAILABLE IN 2014
FOR EACH CORPORATE OFFICER
No performance shares have become available for managing corporate of cers during the year ended December 31, 2014.
2.2.8 HISTORY OF ALLOTMENTS OF STOCK OPTIONS OR WARRANTS
No allotment of stock options or warrants took place during the years ended December 31, 2014, 2013 and 2012.
No plan to allocate stock options or warrants is pending at the date of this registration document.
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Compensation and bene?ts paid to managers and corporate of cers
2.2.9 STOCK OPTIONS OR WARRANTS GRANTED TO THE TOP TEN EMPLOYEES
WHO ARE NOT CORPORATE OFFICERS
No stock options or warrants were allotted during the years
ended December 31, 2014, 2013 and 2012 to the top ten non-
corporate of cer employees.
No plan to allocate stock options or warrants is pending at
the date of this registration document.
2.2.10 HISTORY OF ALLOTMENTS OF BONUS SHARES
No performance shares were allotted during the years ended December 31, 2013 and 2012.
A plan to allot performance shares is pending at the date of this registration document, as described in Section 2.2.2 above.
TABLE 10 - HISTORY OF ALLOTMENTS OF BONUS SHARES
LONG TERM INCENTIVE
PLAN
(1)
ALLOTMENT
OF EXCEPTIONAL BONUS
SHARES
Meeting date June 2, 2014 June 2, 2014
Date of the Board of Directors’ meeting June 26, 2014 June 26, 2014
Total number of bonus shares allotted 78,342 43,269
I of which allotted to Jean-Marc Pillu 21,635 43,269
Share acquisition date July 1, 2017 July 1, 2016
End-date of the retention period July 1, 2019 July 1, 2018
Number of stock options - -
Cumulative number of cancelled or lapsed shares - -
Remaining bonus shares allotted at year-end 21,635 43,269
(1) The performance conditions are described in Section 2.2.2 above.
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Compensation and bene?ts paid to managers and corporate of cers
2.2.11 EMPLOYMENT CONTRACTS, RETIREMENT INDEMNITIES AND INDEMNITIES
IN THE EVENT OF TERMINATION OF THE DUTIES OF THE MANAGING
CORPORATE OFFICERS
TABLE 11 - EMPLOYMENT CONTRACTS, RETIREMENT INDEMNITIES AND INDEMNITIES IN THE EVENT OF TERMINATION OF THE
DUTIES OF THE MANAGING CORPORATE OFFICERS (AMF NOMENCLATURE)
MANAGING CORPORATE OFFICERS
EMPLOYMENT
CONTRACT
SUPPLEMENTARY
RETIREMENT
SCHEME
COMPENSATION OR
BENEFITS DUE OR
WHICH COULD BE
DUE AS A RESULT OF
A TERMINATION OR
CHANGE OF DUTIES
COMPENSATION
RELATED TO A NON-
COMPETE CLAUSE
YES NO YES NO YES NO YES NO
Jean-Marc PILLU
Chief Executive Of cer (CEO)
Start of term: November 21, 2012
End of term: Ordinary Annual Shareholders’
Meeting called to approve the ?nancial
statements for the year ended December 31, 2016
X
* X
** X X
Laurent Mignon
Chief Executive Of cer (CEO)
Start of term: May 14, 2009
End of term: 14 mai 2015
X X *** X **** X ****
* Mr Jean-Marc Pillu, Chief Executive Officer (CEO) of the Company, resigned from the employment contract linking him to Natixis on July 16, 2014.
** Until July 16, 2014, Mr Jean-Marc Pillu, Chief Executive Officer (CEO) of the Company, benefited, as a Natixis employee, from the retirement plan
for non-classified executives of Natixis, the tranche A Social Security Plan, the tranche A ARRCO compulsory pension plan (overall rate of 7.50%),
the ARRCO supplementary plan in Tranches A (6.563%) and B (5.625%), and the AGIRC plan in Tranches B (20.30%) and C (20.30%). At the date
of this document, Mr Jean-Marc Pillu, Chief Executive Officer (CEO) of the Company, benefits from all health, retirement and pension plans under
the prevailing conditions of the Company.
*** Benefits from the retirement plan for all the Natixis personnel.
**** During the meeting of February 19, 2014, Natixis’ Board of Directors approved the change to the commitment relating to the end of duties
compensation, as well as the implementation of a non-compete clause. These commitments and agreements were approved during Natixis’
Ordinary Annual Shareholders’ Meeting of May 20, 2014 (fifth resolution).
Mr Jean-Marc Pillu shall bene?t, in the event his corporate
term ends, from severance pay in an amount equal to two
years’ (?xed and variable) salary. The reference salary used
for the fixed portion shall be the salary for the current
?nancial year at the date he stops his duties. The reference
salary for the variable part shall be the average of the
variable portions collected for the three years preceding the
date his duties end.
This severance pay shall be due if the following performance
criteria are satis?ed:
I achievement of at least 75% of the average annual
objectives during the three years preceding the departure
date; and
I provided that the combined ratio after reinsurance of
the Company is at most 95% on average for the three
?nancial years preceding the departure date.
If only one of the two conditions above is met, 50% of the
compensation shall be due. If neither of the conditions above
is met, no compensation shall be due.
No compensation shall be paid by the Company if the
corporate term is ended at Mr Jean-Marc Pillu’s initiative or
in the event of termination for serious misconduct or gross
negligence.
2.2.12 AMOUNTS PUT IN RESERVE OR OTHERWISE RECORDED BY THE COMPANY
OR ITS SUBSIDIARIES FOR THE PURPOSES OF PAYING PENSIONS,
RETIREMENT, OR OTHER BENEFITS
Since Mr Jean-Marc Pillu bene?ts from the joint scheme within the Company, no particular amount was put in reserve or
recorded by the Company or its subsidiaries for the purposes of paying pensions, retirement or other bene?ts to its managing
corporate of cers.
doc_845484612.pdf
The tables inserted in the sections below present a summary of compensation and benefits of any kind that are paid to managing corporate officers of the Company.
61 REGISTRATION DOCUMENT 2014 •
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Compensation and bene?ts paid to managers and corporate of cers
/
2.2 Compensation and bene?ts paid
to managers and corporate of cers
The tables inserted in the sections below present a summary
of compensation and benefits of any kind that are paid
to managing corporate officers of the Company, and to
members of the Company’s Board of Directors by (i) the
Company, (ii) controlled companies, pursuant to Article
L.233-16 of the Commercial Code, by the Company in
which the mandate is performed, (iii) controlled companies,
pursuant to Article L.233-16 of the Commercial Code, by
the company(ies) which control(s) the company in which
the mandate is performed and (iv) the company(ies) which,
pursuant to the same article, control the company in which
the mandate is exercised. Since the Company belongs
to a group at the date of this registration document, the
information concerns the amounts owed by all companies in
the chain of command.
The Company is a corporation (société anonyme) with a
Board of Directors for which the duties of Board Chairman,
performed by Mr Laurent Mignon, and Chief Executive
Officer (CEO), performed by Mr Jean-Marc Pillu, are
separate. This management method was in place before the
stock market listing.
Compensation and bene?ts paid to Mr Laurent Mignon
No form of compensation or bene?t has been paid to Mr Laurent Mignon by the Company. The compensation paid by Natixis
to Mr Laurent Mignon for his term as Chief Executive Of cer (CEO) of Natixis is described below (Section 2.2.1 and 2.2.2).
Compensation and bene?ts paid to Mr Jean-Marc Pillu
Until July 16, 2014, Mr Jean-Marc Pillu, Chief Executive
Of cer (CEO) of the Company, was linked to Natixis, which
held 99.99% of the Company, through an open-ended
employment contract, and was not directly compensated by
the Company for his term as Chief Executive Of cer (CEO).
However, to the extent that the compensation and bene?ts
paid by Natixis to Mr Jean-Marc Pillu for this employment
contract were re-invoiced annually to the Company, this
section describes these elements.
Mr Jean-Marc Pillu resigned from Natixis on July 16, 2014.
Since that date, he has been paid directly by the Company
for his term as Chief Executive Of cer (CEO).
2.2.1 SUMMARY OF COMPENSATION OF MANAGING CORPORATE OFFICERS
FOR 2013 AND 2014
In order to comply with the regulations, the tables below
present a breakdown of the ?xed and variable compensation,
along with the other bene?ts granted to Mr Jean-Marc Pillu,
Chief Executive Of cer (CEO), and to Mr Laurent Mignon,
Chairman of the Board of Directors, during the financial
years ended December 31, 2013 and 2014:
No form of compensation or benefit has been paid to Mr
Laurent Mignon by the Company. The compensation presented
below was paid by Natixis for its mandate as the Natixis Chief
Executive Of cer (CEO).
TABLE 1 - TABLE SUMMARIZING THE COMPENSATION, AND OPTIONS AND SHARES ALLOTTED TO EACH MANAGING
CORPORATE OFFICER (AMF NOMENCLATURE)
TABLE SUMMARIZING THE COMPENSATION, AND OPTIONS ALLOTTED TO EACH MANAGING CORPORATE OFFICER
(amount in euros)
YEAR ENDED
DECEMBER 31, 2013
YEAR ENDED
DECEMBER 31, 2014
Jean-Marc PILLU, Chief Executive Of cer (CEO)
Compensation due for the year
(1)
(detailed in paragraph 2.2.2 below) 862,827 1,133,395
Value of the multi-year variable compensation allotted during the ?nancial year - -
Value of options allotted during the ?nancial year - -
Value of performance shares allotted during the ?nancial year
(detailed in paragraph 2.2.6 below) - 610,097
TOTAL 862,827 1,743,492
(1) On a gross basis (before social contributions and income tax). This compensation, paid by Natixis until July 16, 2014, was re-invoiced annually
to the Company, with the exception of the benefits in kind detailed in Section 2.2.2 below. As of July 16, 2014, this compensation was paid directly
by the Company.
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Compensation and bene?ts paid to managers and corporate of cers
TABLE SUMMARIZING THE COMPENSATION, AND OPTIONS ALLOTTED TO EACH MANAGING CORPORATE OFFICER
(amount in euros)
YEAR ENDED
DECEMBER 31, 2013
YEAR ENDED
DECEMBER 31, 2014
Laurent Mignon, Chairman of the COFACE SA Board and Natixis Chief Executive
Of cer (CEO)
Compensation for the ?nancial year
(1)
1,766 120 1,821,512
Value of the long term variable compensation allotted during the ?nancial year - -
Value of options allotted during the ?nancial year - -
Value of performance shares allotted during the ?nancial year
(2)
350 160,000
TOTAL 1,766,470 1,981,512
(1) including €1,176 car allowance + €2,962 family allowance
(2) valuation of the shares allotted
2.2.2 COMPENSATION OF MANAGING CORPORATE OFFICERS FOR FINANCIAL
YEARS 2013 AND 2014
In order to comply with the regulations, the tables below
present a breakdown of the ?xed and variable compensation,
along with the other bene?ts granted to Mr Jean-Marc Pillu,
Chief Executive Of cer (CEO), and to Mr Laurent Mignon,
Chairman of the Board of Directors, during the years ended
December 31, 2013 and 2014.
No form of compensation or benefit has been paid to
Mr Laurent Mignon by the Company. The compensation
presented below was paid by Natixis for its mandate as the
Natixis Chief Executive Of cer (CEO).
TABLE 2 - SUMMARY OF COMPENSATION OF EACH MANAGING CORPORATE OFFICER (AMF NOMENCLATURE)
TABLE SUMMARIZING THE COMPENSATION OF EACH MANAGING CORPORATE OFFICER
(in euros)
2013 2014
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
Jean-Marc PILLU, Chief Executive Of cer (CEO)
Fixed compensation
(1)
440,000 440,000 544,509
(5)
544,509
(5)
Variable annual compensation 417,285 375,000 680,400 417,285
Multi-year variable compensation - - - -
Exceptional compensation
(4)
- - - -
Directors’ fees - - - -
Bene?ts in kind
(4)
5,542 5,542 2,995 2,995
TOTAL * 862,827 820,542 1,227,904 964,789
(1) On a gross basis before taxes.
(2) Compensation allotted for duties performed during the previous financial year, regardless of the date of payment.
(3) Compensation paid for duties performed during the previous financial year.
(4) Mr Jean-Marc Pillu benefited from a company vehicle.
(5) Added to the fixed compensation are the amounts paid by Natixis as part of the employment contract that ended on July 15, 2014
(full settlement).
* Furthermore, Mr Jean-Marc Pillu benefited, as an employee of Natixis, from equity interest, profit-sharing, employee matching contribution
and the family supplement devices in effect within Natixis in the amount of 14,785 euros in 2013 and 11,113.16 in 2014, as well as from the collective
pension and health expense schemes in effect within Natixis.
63 REGISTRATION DOCUMENT 2014 •
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Compensation and bene?ts paid to managers and corporate of cers
TABLE SUMMARIZING THE COMPENSATION OF EACH MANAGING CORPORATE OFFICER
(in euros)
2013 2014
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
AMOUNTS DUE
(2)
AMOUNTS PAID
(3)
Laurent Mignon, Chairman of the COFACE SA Board
and Natixis CEO
Fixed compensation for corporate of ce 800,000 800,000 800,000 800,000
Variable compensation 958,000 951,479
(1)
1,017,374 1,233,624
(1)
Exceptional compensation - - - -
Directors' fees - - - -
Bene?ts in kind 8,120 8,120 4,138
(2)
4,138
(2)
TOTAL * 1,766,120 1,759,599 1,821,512 2,037,762
(1) This amount includes payment relating to the variable remuneration deferred from previous years.
(2) Including €1,176 car allowance + €2,962 family allowance.
* The details of the compensation for Mr Laurent Mignon, Chairman of the COFACE SA Board of Directors and Chief Executive Officer (CEO)
of Natixis, is available in the Natixis registration document registered with the Autorité des marchés financiers (French securities regulator)
on March 12, 2015 on pages 83 to 85.
The compensation collected by Mr Jean-Marc Pillu for the
?nancial year includes a ?xed and a variable portion.
The amount of the ?xed portion is €450,000 for 2014.
The amount of the variable portion, capped for 2014
at a maximum of 173.3% of Mr Jean-Marc Pillu’s fixed
compensation, is 60% dependent on the achievement of
?nancial objectives (which are linked to revenues, general
expenses, the claims ratio and the Company’s net income)
and 40% dependent on strategic and managerial objectives.
Mr Jean-Marc Pillu was provided with a company vehicle.
Mr Jean-Marc Pillu was allotted 43,269 non-recurring bonus
shares, by decision of the Board of Directors dated June 26,
2014. The vesting period for these bonus shares was set at
two years from July 1, 2014, subject to the Chief Executive
Officer (CEO) still being with the Company on that date
(save for cases of involuntary departure).
This allocation of bonus shares, fell within the context of
carrying out the plan for the Company’s market listing.
Furthermore, Mr Jean-Marc Pillu was allotted 21,635 performance
shares under the Long-Term Incentive Plan.
A plan entitling bearers to the allocation of performance
shares of the Company, capped to 1% of the Company’s
share capital, was established within the Coface Group, for
the bene?t of employees and corporate of cers: the Coface
Group’s “Long-Term Incentive Plan (LTIP).”
Under this plan, Mr Pillu, Chief Executive Of cer (CEO) of the
Company, and certain Company employees were allotted
bonus shares (the “Bonus Shares”) under the following two-
fold condition:
I presence of the bene?ciary, during and at the end of the
vesting period, which shall conclude three years after the
date of admission for trading of the Company’s shares on
the regulated Euronext Paris market; and
I performance criteria subject to the RoTE level of the
Coface Group for the year ended December 31, 2016, and
on the condition that there is a distribution of dividends
of at least 60% of the net attributable income.
The performance criteria shall be contingent on the number
of bonus shares actually issued, which could vary between 0
and 1 times the number of shares initially allotted.
The de?nitive vesting period for shares allocated under the
LTIP is set at three years from the date that Company shares
are admitted for trading on the Euronext Paris regulated
market.
The shares allotted shall be subject to the legal retention
period for a duration of two years from their definitive
allocation. The shares that may be allotted under this plan
shall be existing shares.
64 REGISTRATION DOCUMENT 2014 •
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CORPORATE GOVERNANCE
Compensation and bene?ts paid to managers and corporate of cers
2.2.3 DIRECTORS’ FEES AND OTHER COMPENSATION COLLECTED
BY THE MEMBERS OF THE BOARD OF DIRECTORS DURING 2013 AND 2014
The table below shows the directors’ fees and other types of compensation collected by members of the Company’s Board
of Directors in 2013 and 2014:
TABLE 3 - SUMMARY OF COMPENSATION OF EACH MEMBER OF THE BOARD OF DIRECTORS (AMF NOMENCLATURE)
(2)
TABLE REGARDING THE DIRECTORS’ FEES AND OTHER COMPENSATION COLLECTED BY NON-MANAGING CORPORATE OFFICERS
NON-MANAGING CORPORATE OFFICERS
DATE OF FIRST
APPOINTMENT EXPIRATION DATE
AMOUNTS PAID
IN 2013
(1)
AMOUNTS PAID
IN 2014
(1)
BPCE
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 GM Dec. 31, 2016
(3)
5,000
-
15,000
-
Marguerite BERARD-ANDRIEU, permanent
representative of BPCE
Other compensation
BPCE ?xed compensation
BPCE annual variable compensation
Multi-year variable compensation
BPCE exceptional compensation
BPCE bene?ts in kind
n/a n/a
300,000
91,218.4
-
-
-
300,000
129,599
-
-
1,324.38
Natixis
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 -
-
-
-
Jean ARONDEL
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 GM Dec. 31, 2016
(3)
5,000
-
16,500
-
Bruno DELETRÉ
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 4,500
-
5,500
-
Jean-Paul DUMORTIER
Directors’ fees COFACE SA
Other compensation
Jul. 26, 2013 GM Dec. 31, 2016
(3)
2,000
-
17,500
-
Yvan DE LA PORTE DU THEIL
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 5,000
-
6,000
-
Pascal MARCHETTI
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 GM Dec. 31, 2016
(3)
6,000
-
24,500
-
(1) On a gross basis (before social contributions and income tax).
(2) The dates of appointments and end of appointments for the Board of Directors are available in section 2.1.1.1.
(3) Shareholders’ Meeting held to approve the financial statements for the previous fiscal year.
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Compensation and bene?ts paid to managers and corporate of cers
TABLE REGARDING THE DIRECTORS’ FEES AND OTHER COMPENSATION COLLECTED BY NON-MANAGING CORPORATE OFFICERS
NON-MANAGING CORPORATE OFFICERS
DATE OF FIRST
APPOINTMENT EXPIRATION DATE
AMOUNTS PAID
IN 2013
(1)
AMOUNTS PAID
IN 2014
(1)
Nicole NOTAT
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 Jan. 20, 2015 7,000
-
20,000
-
Laurence PARISOT
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 Oct. 17, 2014 3,500
-
12,000
-
Nicolas PLANTROU
Directors’ fees COFACE SA
Other compensation
Nov. 21, 2012 July 01, 2014 5,000
-
4,500
-
Emmanuel POULIQUEN
Directors’ fees COFACE SA
Other compensation
May 15, 2013 July 01, 2014 3,000
-
5,500
-
Laurent ROUBIN
Directors’ fees COFACE SA
Other compensation
Jul. 26, 2013 GM Dec. 31, 2016
(3)
4,000
-
24,000
-
Éric HÉMAR
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
22,500
-
Sharon MACBEATH
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
13,500
-
Clara-Christina STREIT
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
14,500
-
Olivier ZARROUATI
Directors’ fees COFACE SA
Other compensation
Jul. 01, 2014 GM Dec. 31, 2017
(3)
-
-
14,000
-
(1) On a gross basis (before social contributions and income tax).
(2) The dates of appointments and end of appointments for the Board of Directors are available in section 2.1.1.1.
(3) Shareholders’ Meeting held to approve the financial statements for the previous fiscal year.
2.2.4 STOCK OPTIONS OR WARRANTS ALLOTTED IN 2014 TO EACH MANAGING
CORPORATE OFFICER OR BY ANY COMPANY IN THE GROUP
No allocation of stock options or warrants occurred for managing corporate of cers during the year ended December 31, 2014.
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CORPORATE GOVERNANCE
Compensation and bene?ts paid to managers and corporate of cers
2.2.5 STOCK OPTIONS OR WARRANTS EXERCISED IN 2014 BY EACH MANAGING
CORPORATE OFFICER
No stock options or warrants were exercised by a managing corporate of cer during the year ended December 31, 2014.
2.2.6 BONUS SHARES ALLOTTED DURING 2014 TO EMPLOYEES
AND CORPORATE OFFICERS
The conditions for bonus allocation are given in section 2.2.2 of this registration document. The table below states the free
shares allocated to Mr Jean-Marc Pillu.
TABLE 6 - SHARES ALLOTTED TO EACH CORPORATE OFFICER (AMF NOMENCLATURE)
SHARES ALLOTTED TO EACH CORPORATE OFFICER
PLAN DATE
NUMBER
OF SHARES
ALLOTTED
DURING THE
YEAR
VALUATION OF SHARES
IN EUROS ACCORDING
TO THE METHOD USED
FOR THE CONSOLIDATED
FINANCIAL STATEMENTS
ACQUISITION
DATE
AVAILABILITY
DATE
PERFORMANCE
CONDITIONS
Jean-Marc
PILLU
Long Term
Incentive Plan
June 26, 2014
21,635 190,388 July 1, 2017 July 1, 2019
subject to the RoTE level
of the Coface Group
for the year ended
December 31, 2016
Non-recurring
free share
allocation
June 26, 2014 43,269 419,709 July 1, 2016 July 1, 2018 N/A
TOTAL 64,904 610,097 - - -
2.2.7 PERFORMANCE SHARES WHICH HAVE BECOME AVAILABLE IN 2014
FOR EACH CORPORATE OFFICER
No performance shares have become available for managing corporate of cers during the year ended December 31, 2014.
2.2.8 HISTORY OF ALLOTMENTS OF STOCK OPTIONS OR WARRANTS
No allotment of stock options or warrants took place during the years ended December 31, 2014, 2013 and 2012.
No plan to allocate stock options or warrants is pending at the date of this registration document.
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Compensation and bene?ts paid to managers and corporate of cers
2.2.9 STOCK OPTIONS OR WARRANTS GRANTED TO THE TOP TEN EMPLOYEES
WHO ARE NOT CORPORATE OFFICERS
No stock options or warrants were allotted during the years
ended December 31, 2014, 2013 and 2012 to the top ten non-
corporate of cer employees.
No plan to allocate stock options or warrants is pending at
the date of this registration document.
2.2.10 HISTORY OF ALLOTMENTS OF BONUS SHARES
No performance shares were allotted during the years ended December 31, 2013 and 2012.
A plan to allot performance shares is pending at the date of this registration document, as described in Section 2.2.2 above.
TABLE 10 - HISTORY OF ALLOTMENTS OF BONUS SHARES
LONG TERM INCENTIVE
PLAN
(1)
ALLOTMENT
OF EXCEPTIONAL BONUS
SHARES
Meeting date June 2, 2014 June 2, 2014
Date of the Board of Directors’ meeting June 26, 2014 June 26, 2014
Total number of bonus shares allotted 78,342 43,269
I of which allotted to Jean-Marc Pillu 21,635 43,269
Share acquisition date July 1, 2017 July 1, 2016
End-date of the retention period July 1, 2019 July 1, 2018
Number of stock options - -
Cumulative number of cancelled or lapsed shares - -
Remaining bonus shares allotted at year-end 21,635 43,269
(1) The performance conditions are described in Section 2.2.2 above.
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Compensation and bene?ts paid to managers and corporate of cers
2.2.11 EMPLOYMENT CONTRACTS, RETIREMENT INDEMNITIES AND INDEMNITIES
IN THE EVENT OF TERMINATION OF THE DUTIES OF THE MANAGING
CORPORATE OFFICERS
TABLE 11 - EMPLOYMENT CONTRACTS, RETIREMENT INDEMNITIES AND INDEMNITIES IN THE EVENT OF TERMINATION OF THE
DUTIES OF THE MANAGING CORPORATE OFFICERS (AMF NOMENCLATURE)
MANAGING CORPORATE OFFICERS
EMPLOYMENT
CONTRACT
SUPPLEMENTARY
RETIREMENT
SCHEME
COMPENSATION OR
BENEFITS DUE OR
WHICH COULD BE
DUE AS A RESULT OF
A TERMINATION OR
CHANGE OF DUTIES
COMPENSATION
RELATED TO A NON-
COMPETE CLAUSE
YES NO YES NO YES NO YES NO
Jean-Marc PILLU
Chief Executive Of cer (CEO)
Start of term: November 21, 2012
End of term: Ordinary Annual Shareholders’
Meeting called to approve the ?nancial
statements for the year ended December 31, 2016
X
* X
** X X
Laurent Mignon
Chief Executive Of cer (CEO)
Start of term: May 14, 2009
End of term: 14 mai 2015
X X *** X **** X ****
* Mr Jean-Marc Pillu, Chief Executive Officer (CEO) of the Company, resigned from the employment contract linking him to Natixis on July 16, 2014.
** Until July 16, 2014, Mr Jean-Marc Pillu, Chief Executive Officer (CEO) of the Company, benefited, as a Natixis employee, from the retirement plan
for non-classified executives of Natixis, the tranche A Social Security Plan, the tranche A ARRCO compulsory pension plan (overall rate of 7.50%),
the ARRCO supplementary plan in Tranches A (6.563%) and B (5.625%), and the AGIRC plan in Tranches B (20.30%) and C (20.30%). At the date
of this document, Mr Jean-Marc Pillu, Chief Executive Officer (CEO) of the Company, benefits from all health, retirement and pension plans under
the prevailing conditions of the Company.
*** Benefits from the retirement plan for all the Natixis personnel.
**** During the meeting of February 19, 2014, Natixis’ Board of Directors approved the change to the commitment relating to the end of duties
compensation, as well as the implementation of a non-compete clause. These commitments and agreements were approved during Natixis’
Ordinary Annual Shareholders’ Meeting of May 20, 2014 (fifth resolution).
Mr Jean-Marc Pillu shall bene?t, in the event his corporate
term ends, from severance pay in an amount equal to two
years’ (?xed and variable) salary. The reference salary used
for the fixed portion shall be the salary for the current
?nancial year at the date he stops his duties. The reference
salary for the variable part shall be the average of the
variable portions collected for the three years preceding the
date his duties end.
This severance pay shall be due if the following performance
criteria are satis?ed:
I achievement of at least 75% of the average annual
objectives during the three years preceding the departure
date; and
I provided that the combined ratio after reinsurance of
the Company is at most 95% on average for the three
?nancial years preceding the departure date.
If only one of the two conditions above is met, 50% of the
compensation shall be due. If neither of the conditions above
is met, no compensation shall be due.
No compensation shall be paid by the Company if the
corporate term is ended at Mr Jean-Marc Pillu’s initiative or
in the event of termination for serious misconduct or gross
negligence.
2.2.12 AMOUNTS PUT IN RESERVE OR OTHERWISE RECORDED BY THE COMPANY
OR ITS SUBSIDIARIES FOR THE PURPOSES OF PAYING PENSIONS,
RETIREMENT, OR OTHER BENEFITS
Since Mr Jean-Marc Pillu bene?ts from the joint scheme within the Company, no particular amount was put in reserve or
recorded by the Company or its subsidiaries for the purposes of paying pensions, retirement or other bene?ts to its managing
corporate of cers.
doc_845484612.pdf