2008 Registration Document - Rexel

Committee, set Nicolas Lwoff’s compensation, for thefinancial year ended December 31, 2008, for his corporateduties as member of the Management Board of Rexel, asfollows:− a gross fixed compensation in the amount of €380,000;− an annual variable target-based compensation that mayreach 60% of the gross annual fixed compensation,subject to the achievement of fixed individual and collectiveobjectives in accordance with the principles establishedeach year. This variable annual bonus was based for 70%on financial criteria relating to the Rexel Group’s resultsand for 30% on qualitative criteria. The financial criteriafor 2008 were EBITDA, ROCE and WC. Qualitative criteriaare based on items relating to the activity of Mr. NicolasLwoff in his own fields of responsibility; and− benefits in kind in the amount of €5,751, comprising acompany car and a gas card.In addition, during the financial year ended December 31,2008, an extraordinary bonus of €150,000 was paidto Nicolas Lwoff for the success of the HagemeyerTransaction.Finally, during the financial year ending December 31, 2009,a gross amount of €203,604 as variable compensationwill be paid to Nicolas Lwoff for the financial year endedDecember 31, 2008.Compensation for the financial year endedDecember 31, 2007During the financial year ended December 31, 2007, NicolasLwoff received no money in his capacity as member ofthe Management Board. He received, pursuant to hisemployment contract, a gross fixed compensation in theamount of €325,000, and a gross variable compensationfor the 2006 objectives in an amount of €179,360.During the aforementioned financial year, Nicolas Lwoff alsoreceived benefits in kind amounting to €5,833, comprisinga company car and a gas card.During the financial year ended December 31, 2008, NicolasLwoff received a gross amount of €200,000 as variablecompensation for the financial year ended December 31,2007. This variable annual bonus was based for 70% onfinancial criteria relating to the Rexel Group’s results andfor 30% on qualitative criteria. The financial criteria for 2007were EBITDA, ROCE and WC. Qualitative criteria werebased on items relating to the activity of Mr. Nicolas Lwoffin his own fields of responsibility.Benefits in kindNicolas Lwoff 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;− an executive directors’ unemployment coverage; and− compensation for tax and retirement advisors’ fees.Compensation and benefits in kind receivedby Pascal MartinCompensation for the financial year endedDecember 31, 2008The employment agreement between Pascal Martin 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 CompensationCommittee, set Pascal Martin’s compensation, for thefinancial year ended December 31, 2008, for his corporateduties as member of the Management Board of Rexel, asfollows:− a gross fixed compensation in the amount of €420,000;− an annual variable target-based compensation that mayreach 60% of gross annual fixed compensation, subjectto the achievement of fixed individual and collectiveobjectives in accordance with the principles establishedeach year. This variable annual bonus was based for 65%on financial criteria relating to the Rexel Group’s resultsand for 35% on qualitative criteria. The financial criteriafor 2008 were EBITDA, ROCE and WC. Qualitative criteriaare based on items relating to the activity of Mr. PascalMartin in his own fields of responsibility; and− benefits in kind in the amount of €5,783, consisting of acompany car and a gas card.In addition, during the financial year ended December 31,2008, an extraordinary bonus of €75,000 was paid toPascal Martin for the success of the HagemeyerTransaction.Finally, during the financial year ending December 31, 2009,a gross amount of €220,475 as variable compensationwill be paid to Pascal Martin for the financial year endedDecember 31, 2008.Compensation for the financial year endedDecember 31, 2007During the financial year ended December 31, 2007, PascalMartin was not paid any compensation in his capacity as amember of the Management Board. He was paid, pursuantto his employment contract, a fixed compensation in thegross amount of €390,000 and a variable compensationfor the 2006 objectives in the gross amount of €213,730.During the aforementioned financial year, benefits inkind awarded to Pascal Martin amounted to €5,783 andconsisted of the use of a company car and a credit cardfor gas.REXEL 2008 | PAGE 119