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 2017, the shareholders decided to maintain the fees paid to the directors at the previous year’s level with a majority of 99.833%. 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.
The fees paid to the Board have not been increased since 2008, except for an increase paid to the members of the Audit and Risk Committee approved by the shareholders in 2015.
In 2017, the remuneration paid to the SES Board of Directors was benchmarked against companies of similar size and complexity. It was found to be in line with market practices and at market levels.
All these fees are net of any Luxembourgish withholding taxes. The total net remuneration fees paid for the year 2017 to the members of the Board of Directors (net of the Luxembourgish withholding tax) amounted to EUR1,078,960, of which EUR 309,760 was paid as variable fees, with the remaining EUR 769,200 representing the fixed part of the Board fees. The gross overall figure for the year 2017 was EUR 1,348,700.
Company Stock Owned by Members of the Board of Directors
On 31 December 2017, the members of the Board of Directors and their closely associated family members owned a combined total of 768,388 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 eight members of the Executive Committee for the year 2017 amounted to EUR 8,385,889.83. It is composed of a fixed part and a variable part. The fixed part (EUR 4,645,632.04) is composed of the base salaries (EUR 3,245,978.13) as well as the company’s social security contributions, company’s pension contributions, life and disability insurance, company car and other benefits (EUR 1,399,653.90).The variable part (EUR 3,740,257.79) is composed of the 2016 bonuses (EUR 2,068,934.14) and the 2017 exercised Peformance and Restricted shares granted in 2014 (EUR 1,671,323.65). In the year 2017, no stock options were exercised by the Executive Committee.
During 2017, the members of the Executive Committee were awarded a combined total of 929,336 options to acquire company FDRs at an exercise price of EUR 21.15, 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 2018, the remaining quarters vesting on 1 January 2019, 2020 and 2021, respectively. In 2017, members of the Executive Committee were granted 26,804 restricted shares as part of the company’s long-term incentive plan, as well as 80,412 performance shares. These shares will vest on 1 June 2020.
During 2017, Messrs Martin Halliwell, Ferdinand Kayser, Padraig McCarthy, Karim Michel Sabbagh and Christophe De Hauwer and Mrs Evie Roos sold some or all of the restricted and performance shares which vested on 1 June.
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 2017, the eight members of the Executive Committee owned a combined total of 271,107 shares and FDRs (representing 0.05% of the company’s share capital), 267,608 unvested restricted and performance shares and 2,665,065 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.