2008 Registration Document - Rexel

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11. Compensation of corporate officersThus, Fritz Fröhlich, François David and Joe Adorjan, as independent members, received the following compensation in respectof the financial year ended December 31, 2008:MemberFinancial year endedDecember 31, 2007Financial year endedDecember 31, 2008Compensation Total Compensation TotalFritz Fröhlich e114,000 e114,000As committee Chairman e10,000 e10,000As independent memberFixed portion e30,000 e30,000Variable portion e74,000 e74,000François David e93,000 e93,000As independent memberFixed portion e30,000 e30,000Variable portion e63,000 e63,000Joe Adorjan e93,000 e93,000As independent memberFixed portion e30,000 e30,000Variable portion e63,000 e63,000Total e300,000 e300,000Rexel has paid no other compensation to the members ofthe Supervisory Board for the years ended December 31,2008 and December 31, 2007.11.1.2 Compensation, indemnitiesor benefits due or that may becomedue as a result of the assumption,termination or change in the functionsof corporate officersNo senior executive is entitled to compensation,indemnification or benefits due or that may become dueas a result of the assumption, termination or change in hisduties as a corporate officer of Rexel or thereafter.Moreover, the employment agreements of Jean-CharlesPauze, Nicolas Lwoff, Pascal Martin and Jean-DominiquePerret provide, under certain conditions, for payments inthe event of a termination, subject to performance criteriathat have been decided upon by the Supervisory Boardmeeting of May 13, 2008 and approved by the Generalshareholders’ meeting of May 20, 2008.Upon proposal of the Compensation Committee, theSupervisory Board of March 30, 2009 approved themodification of the compensation of the corporate officersin order to ensure that they are consistent with the AFEP-MEDEF recommendations of October 2008.Severance payments for Jean-Charles PauzeMr. Jean-Charles Pauze’s employment contract with RexelDéveloppement was suspended on March 1, 2007.In the event that he should no longer hold his corporateoffice at Rexel, his employment contract with RexelDéveloppement would once again come into effect withthe same compensation conditions as those that he wasgranted as a corporate officer.In the event that the employment contract is terminatedat the employer’s initiative, unless resulting from seriousmisconduct or gross negligence, Mr. Jean-Charles Pauzeshall be granted a severance payment equal to 24 monthsof the basic monthly salary that he had received as acorporate officer or as an employee, with the higher amountto prevail.The basic monthly salary is understood as the amount ofthe fixed gross monthly salary received for the 12 monthsprior to the notice of the termination of the contract, plusthe gross amount of the most recent bonus, excluding anyexceptional bonus, with this sum being divided by 12.This contractual indemnity is deemed to include the statutoryseverance indemnity (indemnité de licenciement légale) orseverance indemnity pursuant to the collective bargainingagreement (indemnité conventionnelle de licenciement)due, if any, as well as the compensating indemnity forhonoring the non-compete clause. It shall not apply in theevent of a retirement leave or compulsory retirement leave.PAGE 124 | REXEL 2008
In these hypothesis, only the severance indemnity pursuantto the collective bargaining agreement will be due and, asthe case may be, the compensating indemnity for honoringthe non-compete clause.In the event of the termination of contractual relations, thenotice period is 8 months.In accordance with the provisions of article L.225-90-1 ofthe French Commercial Code, these contractual indemnitiesof notice and employment contract termination are subjectto the following performance conditions:− the payment of 50% of the contractual indemnities inlieu of notice and for termination of the employmentagreement will be dependent on the level of EBITDA(operating result before depreciation and amortization)of the Rexel Group. This payment will be 100% if thelevel of EBITDA, calculated on the basis of Rexel’sconsolidated audited financial statements for the lastfinancial year preceding the date of termination of theemployment contract (the reference period), reachesa minimum of 60% of the amount budgeted for suchperiod. If, during the reference period, Rexel’s economicand financial situation and/or the economic and financialconditions of the market deteriorate, this level may bereviewed by the Supervisory Board, upon the proposalof the Compensation Committee, and submitted forapproval to the annual shareholders’ meeting in order toensure coherence of the objective with the difficulty of itsimplementation;− the payment of 35% of the contractual indemnities inlieu of notice and for termination of the employmentagreement will be dependent on the level of ATWC(average trade operating working capital) of theRexel Group. This payment will be 100% if the level ofATWC, calculated on the basis of Rexel’s consolidatedaudited financial statements for the last financial periodpreceding the date of termination of the employmentcontract (the reference period), reaches a minimum of125% of the performance budgeted for such period.If, during the reference period, Rexel’s economic andfinancial situation and/or the economic and financialconditions of the market deteriorate, this level may bereviewed by the Supervisory Board, upon the proposalof the Compensation Committee, and submitted forapproval to the annual shareholders’ meeting in order toensure coherence of the objective with the difficulty of itsimplementation; and− the payment of 15% of the contractual indemnities inlieu of notice and for termination of the employmentagreement will be dependent on the level of ROCE (returnon capital employed) of the Rexel Group. This payment willbe 100% if the level of ROCE, calculated on the basis ofRexel’s consolidated audited financial statements for thelast financial period preceding the date of termination ofthe employment contract (the reference period), reachesa minimum of 75% of the performance budgeted for suchperiod. If, during the reference period, Rexel’s economicand financial situation and/or the economic and financialconditions of the market deteriorate, this level may bereviewed by the Supervisory Board, upon the proposalof the Compensation Committee, and submitted forapproval to the annual shareholders’ meeting in order toensure coherence of the objective with the difficulty of itsimplementation.These indemnities will only be paid after a decision of theSupervisory Board acknowledging the fulfillment of theseconditions.In addition, regardless of the cause of his departure fromRexel, a non-competition clause is stipulated in Mr. Jean-Charles Pauze’s suspended employment contract. Thisnon-competition prohibition is for a period of 12 monthsfrom the date of the termination of the employmentcontract. As consideration, the monthly non-competitionpayment is equal to one twelfth of his gross fixed annualcompensation.Severance payments for Nicolas LwoffNicolas Lwoff’s employment agreement with RexelDéveloppement, suspended since January 1, 2008,terminated following the departure of Nicolas Lwoff of theRexel Group.The employment agreement of Nicolas Lwoff provided, inthe event of the termination of the employment agreement atthe option of the employer following the end of the duties asa corporate officer, and except in case of gross negligence(faute grave) or wilful misconduct (faute lourde), thatNicolas Lwoff would benefit from a contractual indemnityequal to 18 months of his monthly reference compensationin his capacity as corporate officer or as an employee of thecompany, whichever the highest.The monthly reference compensation was defined as thesum of fixed gross monthly compensations received duringthe 12 months preceding the month during which notice isgiven of the termination of the contractual relationship, plusthe gross sum of the last two bonuses paid but excludingany exceptional bonus, divided by 12 months.This contractual indemnity was deemed to include thestatutory severance indemnity (indemnité de licenciementlégale) or severance indemnity pursuant to the collectivebargaining agreement (indemnité conventionnelle delicenciement) due, if any, as well as any contractual indemnitydue (in particular pursuant to a non-compete clause). Underthese same circumstances, Nicolas Lwoff would havebenefited from a compensation in lieu of notice equal to8 months of the last paid compensation, in his capacity asofficer or as employee of the company, whichever is highest.Pursuant to the provisions of article L.225-90-1 of the FrenchCommercial Code, such contractual indemnities in lieu ofnotice and for termination of the employment agreementwere subject to the following performance criteria:− the payment of 50% of the contractual indemnities in lieu ofnotice and for termination of the employment agreementwas dependent on the level of EBITDA (operating resultbefore depreciation and amortization) of the Rexel Group.This payment would have been 100% if the level ofREXEL 2008 | PAGE 125
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Leadership and proximityDocument de
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General informationIn this Document
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1. Selected financial dataThe follo
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2. Information about the Rexel Grou
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3. Business description3.1 Professi
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3. Business description− security
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3. Business descriptioni.e., approx
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3. Business descriptionIn each of t
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3. Business description− growing
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3. Business description3.2.2 The Re
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3. Business description3.3.2 Divers
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3. Business descriptionin a profita
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3. Business descriptionthat its cus
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3. Business description3.7 RESEARCH
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4. Risk factors4.1 Risks relating t
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4. Risk factorsthe commercial polic
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4. Risk factors4.3 LEGAL AND REGULA
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4. Risk factorsNon-compliance by th
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5. Corporate responsibility5.1 empl
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5. Social responsibilityHeadcount b
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5. Social responsibilityAware of th
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5. Social responsibilityaccount for
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eality of the market and the low le
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− promotion days at branches or a
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5.3.2.1 Consumption of raw material
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Emissions per item on the basis of
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5.4 STATUTORY AUDITOR’S REPORT ON
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6. Operating and financialreview6.1
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6.1.2 SeasonalityNotwithstanding th
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6.2 COMPARISON OF THE FINANCIAL RES
Page 75 and 76: The following table analyzes the ch
Page 77 and 78: In the year 2008, sales increased b
Page 79 and 80: In the year 2008, sales in North Am
Page 81 and 82: to 2007, while sales grew 6.3%. Adj
Page 83 and 84: Pursuant to article 28 of the Commi
Page 85 and 86: Financial investments also included
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Page 89 and 90: The main characteristics of these p
Page 91 and 92: 7.2.4.1 Operating leasesThe above t
Page 93 and 94: The trends and objectives presented
Page 95 and 96: 9. Profit forecastsor estimates9.1
Page 97 and 98: 9.2 REXEL GROUP FORECASTS FOR 2009G
Page 99 and 100: Rexel is a company with limited lia
Page 101 and 102: Jean-Dominique Perret has been a me
Page 103 and 104: 10.2 SUPERVISORY BOARD10.2.1 Compos
Page 105 and 106: Surname, name,professional addressa
Page 108 and 109: 10. Management and Supervisory Bodi
Page 120 and 121: 11. Compensation of corporate offic
Page 132 and 133: 12. Shareholders12.1 Principal shar
Page 134 and 135: 12. ShareholdersMerrill Lynch Globa
Page 136 and 137: 12. ShareholdersThe total number of
Page 138 and 139: 12. Shareholdersemployees of Rexel
Page 140 and 141: 12. ShareholdersDuring the financia
Page 142 and 143: 12. Shareholdersindebtedness of Rex
Page 144 and 145: 12. ShareholdersThe table below sum
Page 146 and 147: 12. ShareholdersFCE20070042, on beh
Page 148 and 149: 12. Shareholdersleast €150 millio
Page 150 and 151: 13. Related party transactions13.1
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15. Additional informationRexel is
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15. Additional informationAuthoriza
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15. Additional informationDeclarati
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15. Additional informationTransacti
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15. Additional informationEach Mana
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15. Additional information− propo
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15. Additional informationmeeting b
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15. Additional information15.2.8 Sp
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17. Documents availableto the publi
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18. Responsibility forthe Document
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19. Statutory auditors19.1 Principa
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Annex 1Report of the Chairman of th
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Annex 1− authorization of regulat
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Annex 1This contractual indemnity i
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Annex 1− the payment of 50% of th
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Annex 1Additional retirement planA
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Annex 1− authorization to be give
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Annex 12. Implemented internal cont
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Annex 1defined a set of procedures,
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Annex 2Report of the Statutory Audi
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Annex 3Report of the Supervisory Bo
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Annex 4Report of the Management Boa
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Annex 42. Resolutions requiring the
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Annex 4Group, which may be existing
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Annex 4AuthorizationIssuance in con
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Annex 5Having reviewed the report o
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Annex 5II. Resolutions to be submit
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Annex 5of the proper performance of
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Annex 5Board in accordance with the
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Annex 5accordance with the provisio
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Annex 55. Decided that this delegat
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Annex 6DateTitleDecember 11, 2008Re
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Annex 7Regulation (EC) 809/2004 of
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Annex 7Regulation (EC) 809/2004 of
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2008 Registration Document - Rexel

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