4.4 Legal risk - Scor

15 REMUNERATION AND BENEFITS
15.1 Amount of remuneration paid and benefits in-kind
15.1.1 DIRECTORS’ FEES
The approved principles and rules for setting compensation and benefits granted to Board members are provided in
Appendix B - Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organising the
work of the Board of Directors and on internal control and risk management procedures in compliance with Article L. 225-37
of the French Commercial Code – Part I – Conditions for preparing and organising the work of the Company’s Board of
Directors – f) Principles and rules for the determination of compensation and in-kinds benefits for corporate officers.
The Shareholders’ Meeting of the Company held on 28 April 2010 resolved that the annual maximum aggregate amount of
Directors fees shall not exceed EUR 960,000. This amount has not been modified since then. Upon the proposal of the
Compensation and Nomination Committee held on 10 February 2011 and within the limit of this amount, the Board of
Directors held on 7 March 2011 sets the terms and conditions of the allocation to encourage the attendance of the Directors.
It was decided to allocate the Directors fees, which are payable to each Director and to the Non-Voting Member, partly in
one fixed sum of EUR 28,000 on a quarterly basis payable in fourth and partly based on the effective presence of the
relevant Directors and of the Non-Voting Member at the meetings of the Board of Directors and at its Committees, in an
amount equal to EUR 2,000 per Board or per Committee meeting at which they are present, except for the Chairman of the
Audit Committee who receives an amount equal to EUR 4,000 as special fees for his function. The payment of the directors
fees is made at the end of each quarter. Moreover, the individual independent members of the Board received in 2012, the
single sum of EUR 10,000 in Company’s shares, that the Director commits to keep until the end of his/her appointment. The
paid amounts have been properly used to that effect.
Fees paid to directors for 2012 and 2011 are broken down as follows:
In EUR 2012 2011
Mr. Denis Kessler (1) 48,000 42,800
Mr. Gérard Andreck 58,000 47,100
Mr. Georges Chodron de Courcel 56,000 56,500
Mr. Peter Eckert 66,000 62,500
Mr. Charles Gave 70,000 51,000
Mr Kevin J. Knoer (2) 27,000 NA
Mr. Daniel Lebègue 82,000 79,600
Malakoff Médéric Group, represented by Guillaume Sarkozy 54,000 38,800
Mrs. Monica Mondardini 50,000 45,400
Mrs. Guylaine Saucier 80,000 47,000
Mr. Jean-Claude Seys 72,000 68,200
Mr. Claude Tendil 66,000 60,500
Mr. Daniel Valot 80,000 79,300
Mr. Carlo Acutis (3) NA 15,100
Mr. Allan Chapin (3) NA 16,800
Mr. Daniel Havis (3) NA 20,200
Mr. André Lévy-Lang (3) NA 28,700
Mr. Luc Rougé (4) 20,000 37,100
Mr. Herbert Schimetschek (3) NA 16,800
TOTAL 829,000 813,400
(1) Pursuant to the decision made by the Board of Directors on 21 March 2006, the Chairman and Chief Executive Officer receives directors’ fees along with the other
members of the Board of Directors of the Company, based on the same conditions for distribution
(2) Directors appointed by the Annual Ordinary General Meeting of the Shareholders of 3 May 2012
(3) Directors whose appointment ended on 4 May 2011
(4) Directors whose appointment ended on 3 May 2012
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