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 2016, the shareholders decided to maintain the fees paid to the directors at the previous year’s level with a majority of 99.972%. Directors each receive a fixed fee of EUR 40,000 per year, whereas the Vice Chairmen each receive an annual fixed fee of EUR 48,000 and the Chairman receives a fee of EUR 100,000 per year.
A Director, chairing one of the committees set up by the Board, if not the Chairman of the Board of Directors, receives an additional remuneration of EUR 8,000 per year. A Director, chairing the Audit and Risk Committee, if not the Chairman of the Board of Directors, receives an additional remuneration of EUR 9,600 per year.
The shareholders also maintained the fees at EUR 1,600 for each meeting of the Board or a Committee of the Board attended, except for the meetings of the Audit and Risk Committee for which directors receive EUR 1,920 per meeting. A director participating in more than one Committee meeting on the same day will receive the attendance fee for one meeting only. Half of the attendance fee is paid if the director participates in the meeting via telephone or videoconference.
All these fees are net of any Luxembourgish withholding taxes. The total net remuneration fees paid for the year 2016 to the members of the Board of Directors (net of the Luxembourgish withholding tax) amounted to EUR 1,122,880, of which EUR 301,280 was paid as variable fees, with the remaining EUR 821,600 representing the fixed part of the Board fees. The gross overall figure for the year 2016 was EUR 1,403,600
Company Stock Owned by Members of the Board of Directors
On 31 December 2016, the members of the Board of Directors and their closely associated family members owned a combined total of 768,488 shares and FDRs (representing 0.13% 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 part and a variable part.
The total gross remuneration paid to the five members of the Executive Committee for the year 2016 amounted to EUR 6,154,588.89, of which EUR 3,233,856.77 represented the fixed part and EUR 2,920,732.12 the variable part. The direct remuneration paid to the members of the Executive Committee amounted to EUR 4,159,502.92, whereas the indirect remuneration was EUR 1,995,085.98. 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 2016, the members of the Executive Committee were awarded a combined total of 731,211 options to acquire company FDRs at an exercise price of EUR 24.39, 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 2017, the remaining quarters vesting on 1 January 2018, 2019 and 2020, respectively. In 2016, members of the Executive Committee were granted 17,446 restricted shares as part of the company’s long-term incentive plan, as well as 52,338 performance shares. These shares will vest on 1 June 2019.
During 2016, Messrs Martin Halliwell, Ferdinand Kayser, Padraig McCarthy and Christophe De Hauwer 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. A member of the Executive Committee who resigns is not entitled to any compensation.
Company Stock Owned by Members of the Executive Committee
On 31 December 2016, the five members of the Executive Committee owned a combined total of 189,218 shares and FDRs (representing 0.03% of the company’s share capital), 184.372 unvested restricted and performance shares and 1,636,070 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.