Remuneration

Remuneration of the Members of the Board of Directors

The annual general meeting of shareholders determines the remuneration of the members of the Board of Directors for attending Board and committee meetings. In 2014, the shareholders decided to maintain the fees paid to the directors at the previous year’s level with a majority of 99.992%. Directors receive a fixed fee of EUR 40,000 per year, whereas the Vice Chairmen and the Chairman of the Audit and Risk Committee receive an annual fixed fee of EUR 48,000 and the Chairman receives EUR 100,000 per year.

The shareholders also maintained the fees per meeting at EUR 1,600 for each meeting of the Board or a committee of the Board attended. Half of that fee is paid if the director participates via telephone or videoconference in the meeting.

All these fees are net of any Luxembourgish withholding taxes. The total net remuneration fees paid for the year 2014 to the members of the Board of Directors (net of the Luxembourgish withholding tax) amounted to EUR 1,038,200, of which EUR 279,200 were paid as variable fees, with the remaining EUR 759,000 representing the fixed part of the Board fees. The gross overall figure for the year 2014 was EUR 1,297,750.

Company Stock Owned by Members of the Board of Directors

On 31 December 2014, the members of the Board of Directors and their closely associated family members owned a combined total of 852,787 shares and FDRs (representing 0.16% of the company’s share capital).

Transactions made by members of the Board of Directors are published on the company’s website under Management Disclosures. In accordance with the company’s Dealing Code, directors require prior permission before dealing in SES shares or FDRs.

Remuneration of the Members of the Executive Committee

The remuneration of the members of the Executive Committee is determined by the Remuneration Committee. It is composed of a fixed and a variable part. The total gross remuneration paid to the six members of the Executive Committee for the year 2014 amounted to EUR 18,795,805.35 of which EUR 3,510,701.64 represented the fixed part and EUR 15,285,103.71 the variable part. The direct remuneration paid to the members of the Executive Committee amounted to EUR 5,201,729.28 whereas the indirect remuneration was EUR 13,594,076.07. The indirect remuneration also contains the benefits derived by the members of the Executive Committee from the company’s executive stock option plan and the long-term incentive plan, as adopted by the Board of Directors. During 2014, the members of the Executive Committee were awarded a combined total of 314,624 options to acquire company FDRs at an exercise price of EUR 26.91, the price being based on the average of the closing price on Euronext Paris of the first 15 trading days following the Remuneration Committee meeting at which the options were authorised. A quarter of those options vested on 1 January 2015, the remaining quarters vesting on 1 January 2016, 2017 and 2018, respectively. In 2014, members of the Executive Committee were granted 18,518 restricted shares as part of the company’s long-term incentive plan, as well as 55,554 performance shares. These shares will vest on 1 June 2017.

During 2014, Messrs Martin Halliwell, Ferdinand Kayser, Padraig McCarthy and Gerson Souto sold some or all of the restricted shares which vested on 1 June. SES publishes the details of all transactions made by its Board members and by the members of its Executive Committee on its website.

Each member of the Executive Committee is entitled to two years of base salary in case his contract is terminated without cause. If they resign they are not entitled to any compensation.

Company Stock Owned by Members of the Executive Committee

On 31 December 2014, the five members of the Executive Committee owned a combined total of 127,318 shares and FDRs (representing 0.03% of the company’s share capital), 197,486 unvested restricted and performance shares and 695,664 options. Transactions made by members of the Executive Committee are published on the company’s website under Management Disclosures. Members of the Executive Committee are required to comply with the company’s dealing code.