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Phantom stock unit plan
1
Plan 2015
2
Plan 2014
3
Plan 2013
4
Number of
stock units
Number of
stock units
Amount
payable in
2016
Number of
stock units
Amount
payable in
2015
Amount
payable in
2016
Jean-Edouard Carbonnelle
1,086
917
47,323
900
51,849 EUR
49,165
Xavier Denis
824
643
33,192
580 33,398 EUR
31,670
Jérôme Descamps
746
158
5
8,129
-/-
-/-
-/-
Françoise Roels
855
709
36,579
683
39,336 EUR
37,300
Number of shares held at 31.12.2015
Jean-Edouard Carbonnelle
679
Xavier Denis
800
Jérôme Descamps
0
Françoise Roels
0
Contractual terms of the members of
the Executive Committee
With a view to entrusting the responsibility for the day-to-day manage-
ment to the Directors who are members of the Executive Committee,
the company has concluded a permanent service contract with them.
This agreement is concluded for an unspecified period. The Directors
have the self-employed status and accomplish their duties in the
absence of any form of subordination and with full autonomy and
independence. However, they are guided in the performance of their
duties by the guidelines and strategic decisions adopted by the Board
of Directors and by compliance with the rules governing the responsi-
bilities and operation of the Executive Committee.
As regards the contract entered into with Jean Edouard Carbonnelle
and Françoise Roels respectively, this contract may be terminated
subject to advance notice of 24 months where the company initiates
the termination or advance notice of three months in the event that a
Director member of the Executive Committee initiates the termination,
or else by payment of an equivalent indemnity compensating for the
corresponding period of notice calculated on the basis of the emolu-
ments prevailing at the time of termination. In the event that the com-
pany is the subject of a takeover and where, within a five-year period
dating from this takeover, their contract is terminated or the scope
of their responsibilities reduced, Cofinimmo will pay them an indem-
nity equivalent to 36 months of remuneration. Article 9 of the Law of
06.04.2010 indicates that this indemnity should be limited to 12 or, in
some cases, 18 months. However, the Nomination, Remuneration and
Corporate Governance Committee notes that these terms were fixed
in the management agreements signed with the above-mentioned
Directors members of the Executive Committee in 2007. Shareholders’
approval is therefore not required on this point, in accordance with the
same Article.
The service contracts entered into in June 2011 with Mr. Xavier Denis
and in August 2014 with Mr. Jérôme Descamps are in line with the pro-
visions of the Law of 06.04.2010. They stipulate that this contract may
be terminated subject to a 12-month advance notice in the event that
the company initiates the termination or to a three-month advance
notice in the event that Mr. Xavier Denis or Mr. Jérôme Descamps
initiates the termination, or else by payment of an equivalent indemnity
calculated on the basis of the emoluments prevailing at the time of the
termination.
If the Directors who are members of the Executive Committee are
unable to carry out their duties for reasons of incapacity (illness or
accident), Cofinimmo will continue to pay them the fixed portion of
their emoluments for a period of two months dating from the first day
of incapacity. Afterwards, they will receive an incapacity allowance
(paid by an insurance company) equivalent to 70% of their total
remuneration.
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