129 / 236
The Nomination, Remuneration and Corporate Governance Committee
has assessed the achievement of the 2015 objectives of the members
of the Executive Committee and proposed to the Board of Directors a
variable remuneration of 60% of the fixed annual remuneration. This
proposal was accepted by the Board of Directors.
From financial year 2013, and in strict application of the Law of
06.04.2010, the Board of Directors decided to grant half of variable
remuneration in cash and the other half in the form of a “phantom
stock unit plan” bonus spread over time. This plan consists in liqui-
dating in cash and over three years the exchange value of Cofinimmo
ordinary shares subject to a phantom free award.
During its meeting of 04.02.2016, the Board of Directors decided (i) to
spread the awarding of the remuneration for 2015 over a period of
three years, and (ii) for half of the variable remuneration, to determine
the final amount which will be awarded in 2017 and 2018 based on the
evolution of the ordinary Cofinimmo share price from the provisional
attribution date of 04.02.2016.
This variable remuneration will therefore be spread over three years
with a 50% share of variable remuneration paid in 2016, 25% definitively
allocated in February 2017 and the final 25% definitively allocated in
February 2018.
In order to be able to determine the amount of the variable remu-
neration to definitively allocate in 2017 and 2018, half of the variable
remuneration as determined on 04.02.2016 is notionally converted into
a number of ordinary shares (stock units) by dividing it by the market
fair value of the share on that date.
These units will be converted into a cash amount at the time of defini-
tive allocation. This amount is determined by multiplying the prede-
termined number of shares by the market fair value of the share in
the company on the definitive allocation date, increased by the gross
dividend allocated since the provisional allocation date.
A detailed description of the bonus share plan can be seen in
Appendix I of the Corporate Governance charter, which is available at
the company’s website
(www.cofinimmo.com).
For financial year 2016, the granting of the variable remuneration will
depend on the achievement of the following key objectives:
•
net current result (25%);
•
operational management of large-scale projects (25%);
•
occupancy rate of the office portfolio (15%);
•
cost/income ratio (10%);
•
other (25%).
Stock Option Plan
The stock option plan was offered for the first time in 2006. Its main
objective is to encourage the maximisation of Cofinimmo’s long-term
value by linking management’s interests to those of the shareholders
and to strengthen the long-term outlook.
Stock options are granted in a discretionary manner to the members
of the Executive Committee. No goal is set in this respect. The Board
of Directors deems that this remuneration is therefore not to be con-
sidered as a variable remuneration within the meaning of the Law of
06.04.2010. An option’s exercise period amounts to 10 years from the
date of the offer.
On the recommendation of the Nomination, Remuneration and
Corporate Governance Committee, the Board of Directors decided
during its session on 11.06.2009 to extend the period of exercise of
options granted in 2006, 2007 and 2008 by five years, in applica-
tion of the Economic Stimulus Law (Loi de Relance Économique) of
27.03.2009.
Stock options can only be exercised after the expiry of the third
calendar year following the year of granting and can therefore only be
exercised afterv the civil maturity following the year of granting. If the
options have not been exercised at the end of the exercise period, they
become null and void ipso facto. In the event of voluntary or involun-
tary departure (excluding premature termination for serious reasons)
of a beneficiary, the stock options accepted and vested may be exer-
cised until the initial end date of the plan. Retirement is an exception,
however. Options which have not been vested are cancelled. In the
event of the involuntary departure of a beneficiary for serious reasons,
all stock options accepted but not exercised, whether vested or not,
are cancelled.
These conditions governing acquiring and exercising options in the
event of departure, whether voluntary or involuntary, shall apply with-
out prejudice to the powers of the Board of Directors to apply waivers
to these provisions in favour of the beneficiary, based on objective and
relevant criteria. The shares which may be acquired in connection with
the exercise of the options are listed on Euronext Brussels. They are
of the same type and carry the same rights as the Cofinimmo ordinary
shares existing at the time of the offering. The shares are registered.
A detailed description of the stock options plan can be viewed in
Appendix I of the Corporate Governance charter, available on the
company website
(www.cofinimmo.com). Cofinimmo applies IFRS 2
by recognising the fair value of stock options on the date when they
were granted (i.e. three years) according to the progressive acquisition
method as vesting occurs. The annual cost of the progressive vesting
is recognised under the item “Personnel charges” on the income
statement.
Stock options
Exercise
deadline
Exercise
price
Fair value on
date granted
Plan 2006
13.06.2021
129.27 EUR
26.92 EUR
Plan 2007
12.06.2022 143.66 EUR
35.79 EUR
Plan 2008
12.06.2023 122.92 EUR
52.47 EUR
Plan 2009
11.06.2019
86.06 EUR
51.62 EUR
Plan 2010
13.06.2020
93.45 EUR
44.50 EUR
Plan 2011
13.06.2021
97.45 EUR
45.29 EUR
Plan 2012
13.06.2022
84.85 EUR
41.07 EUR
Plan 2013
16.06.2023
88.12 EUR
49.59 EUR
Plan 2014
16.06.2024
88.75 EUR
34.33 EUR
Plan 2015
30.06.2025
95.03 EUR
30.68 EUR
Savings and Provident Scheme
The savings and provident scheme aims to reduce as much as
possible the gap between the resources available to the beneficiaries
before their retirement and those that will be available to them after.
Supplementary pensions are financed exclusively from Cofinimmo
contributions. The members of the Executive Committee benefit from a
defined-contribution group insurance plan with an insurance company.
The group insurance provides for (i) payment of a lump sum benefit
to the insured person on reaching retirement age, (ii) payment of a
lump sum death benefit, in the event that the insured person dies
before retirement age, to the beneficiaries of the insured person (plus
an additional sum in the case of death due to accident), (iii) payment
of invalidity benefit in the case of accident or illness (other than work
related), and (iv) exemption from insurance premiums in the case of
accident or illness.
125