2008 Registration Document - Rexel

11. Compensation of corporate officers11.1 COMPENSATION AND BENEFITS IN KIND11.1.1 Compensation and benefitsin kind11.1.1.1 Members of the Management BoardCompensation of the members of the Management Boardis set by the Supervisory Board following the advice of theCompensation Committee. Such compensation includesannual fixed compensation, variable compensationdetermined on the basis of the achievement of objectives,bonuses and benefits in kind. In addition, free shares havebeen granted to the members of the Management Board.Compensation and benefits in kind receivedby Jean-Charles PauzeCompensation for the financial year endedDecember 31, 2008At its February 12, 2008 meeting, the Supervisory Board,following the recommendation of the CompensationCommittee, set Jean-Charles Pauze’s compensation for thefinancial year ended December 31, 2008, for his corporateduties as Chairman of the Management Board of Rexel, asfollows:− a gross fixed compensation in the amount of €780,000;− an annual variable target-based bonus that may reach120% of his gross annual compensation if 100% of his settargets are reached, it being noted that if the Chairmanexceeds 100% of his set target, his variable bonus couldexceed 120% of his gross base annual compensation,limited to 130% of his gross annual base compensation.This variable annual bonus was based for 75% on financialcriteria relating to the Rexel Group’s results and for 25%on qualitative criteria. The financial criteria for 2008 wereEBITDA, ROCE and WC. Qualitative criteria are based onitems relating to the activity of Mr. Jean-Charles Pauze inhis own fields of responsibility;− a hardship allowance for travel in France and abroad in agross amount of €170,000; and− benefits in kind (specified below) in the amount of €6,660,comprising a company car and a gas card.Jean-Charles Pauze will receive, during the financial yearending December 31, 2009, variable compensation for thefinancial year ended December 31, 2008 in the amount of€700,452.Compensation for the financial year endedDecember 31, 2007During the financial year ended December 31, 2007, Jean-Charles Pauze received:− a gross fixed compensation in the amount of €730,000,including €121,667 pursuant to his employment contractup to February 28, 2007 and €608,333 as from March 1,2007 under his mandate as the Chairman of theManagement Board of Rexel (it being specified that, asindicated in the report of the Chairman of the SupervisoryCommittee attached as Annex 1, Jean-Charles Pauze’semployment contract has been suspended sinceMarch 1, 2007);− a hardship allowance for travel in France and abroad in agross amount of €170,000;− a variable compensation for the 2006 objectives in agross amount of €507,516;− benefits in kind amounting to €6,705, comprising acompany car and a gas card.During the financial year ended December 31, 2008, Jean-Charles Pauze received a gross amount of €678,690as variable compensation for the financial year endedDecember 31, 2007. This variable annual bonus was basedfor 70% on financial criteria relating to the Rexel Group’sresults and for 30% on qualitative criteria. The financialcriteria for 2007 were EBITDA, ROCE and WC. Qualitativecriteria were based on items relating to the activity ofMr. Jean-Charles Pauze in his own fields of responsibility.Attendance feesJean-Charles Pauze was paid attendance fees in hiscapacities as corporate officer of Rexel Senate, an Englishsubsidiary of Rexel, and of Rexel, Inc. and IESC, U.S.subsidiaries of Rexel:− in an amount of €90,000, paid in 2008, for the financialyear ended December 31, 2007; and− in an amount of €90,000, paid in 2007, for the financialyear ended December 31, 2006.Benefits in kindJean-Charles Pauze receives the following benefits:− a supplemental health insurance (mutuelle);− a welfare insurance (contrat de prévoyance);− a basic and supplementary pension;− a defined benefit plan, which takes into account his lengthof service;− the use of a company car;− a health check-up; and− compensation for tax and retirement advisors’ fees.Compensation and benefits in kind receivedby Nicolas LwoffCompensation for the financial year endedDecember 31, 2008The employment agreement between Nicolas Lwoff andRexel Développement was suspended as of January 1,2008 by an agreement between the two parties.At its February 12, 2008 meeting, the Supervisory Board,following the recommendation of the CompensationPAGE 118 | REXEL 2008