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Rothschild & Co | Annual Report 2017
91
1. Overview
4. Financial statements
3.
Management report
2. Business review
1.2.10 Gender quota on the Supervisory Board
The composition of the Supervisory Board complies with the provisions of
Law No. 2011-103 of 27 January 2011, which requires representation of
both genders on the Supervisory Board, the Supervisory Board comprising
eight men and six women.
In addition, the Supervisory Board considers what would be the desirable
balance within its membership and within that of its specialised committees
in particular as regards the representation of women and men. This
representation is reflected in the membership of the Audit Committee,
the Risk Committee and the Remuneration and Nomination Committee.
1.2.11 Terms and conditions of shareholders’
attendance of General Meetings
Please refer to Section 1.3.2 of the Information on the Company Section
(on page 55) for a description of the terms and conditions of shareholders’
attendance of General Meetings.
1.3 Compensation and other benefits
received by corporate officers
1.3.1 Compensation received by the Company’s
Managing Partner and its Chairman
1.3.1.1 COMPENSATION RECEIVED BY THE MANAGING PARTNER
In application of Rothschild & Co’s articles of association, no compensation
is paid to Rothschild & Co Gestion SAS in respect of its position as the
Company’s Managing Partner. Accordingly, the summary tables relating to
compensation and other benefits granted to the Managing Partner required
in accordance with AMF recommendations are not relevant.
It is, however, hereby specified that the Company’s articles of association
provide that Rothschild & Co Gestion SAS is entitled to reimbursement of its
operating expenses. In this respect, a total amount of €777,000 has been
due to Rothschild & Co Gestion SAS as reimbursement of its operating
expenses for the nine months ended 31 December 2017.
In accordance with the provisions of Article 14.1 of the articles of
association, an amount of €1,157,078, equal to 0.5% of the distributable
profit of the 2017 financial period, will be automatically allocated for
payment to the two General Partners, Rothschild & Co Gestion SAS and
Rothschild & Co Commandité SAS. This does not constitute compensation
for their services as General Partners.
1.3.1.2 COMPENSATION RECEIVED BY THE CHAIRMAN
Pursuant to the AMF recommendations, the table below presents an
overview of compensation due or paid to Mr. David de Rothschild, Chairman
of Rothschild & Co Gestion.
In thousands of euro
01/04/2017
31/12/17
(9 months)
01/04/2016
31/03/2017
(12 months)
Fixed compensation
375
500
Variable compensation
–
–
Extraordinary compensation
–
–
Director’s fees
–
–
Benefits in kind
–
–
TOTAL
375
500
Moreover, Mr. David de Rothschild has not benefited from employment
contracts, supplementary pension schemes, compensation or benefits due
in the event of termination of office or change in function and non-
compensation clauses during the nine months ended 31 December 2017.
1.3.2 Compensation policy for Supervisory Board
members
Rothschild & Co’s articles of association provide that the Supervisory Board
shall freely distribute all or some of any remuneration that the Ordinary
General Meeting of shareholders grants to its members.
The General Meeting of shareholders on 25 September 2014 set at
€500,000 the maximum amount of fees available for allocation to
members of the Supervisory Board of Rothschild & Co, until a new decision
is taken.
During its meeting on 13 March 2018, the Supervisory Board reiterated its
decisions taken its meeting held on 30 March 2016 to have a compensation
policy based on a fixed fee structure for Supervisory Board and committee
memberships, as follows:
Fees in euro
(per member
each year)
Supervisory Board membership
20,000
Committee membership (per committee)
5,000
Position as Chairman of Board/committee
10,000
Distribution of fees is subject to the following.
• When a member holds multiple positions in the Supervisory Board and
Committees, the fees are cumulative. For example, a Board member
chairing a committee shall receive €35,000 per financial year.
• All fees are paid on a pro-rata basis at the end of the annual financial
year ended on 31 December. For example, when a Supervisory Board
member has been appointed by the General Meeting of shareholders
in May, fees payable correspond to the period from the date of the
nomination as member of the Board to date of the end of the financial
year.
• The Supervisory Board decided not to award attendance fees in respect of
their position on the Supervisory Board and its specialised committees, to
Mr. Eric de Rothschild, Ms. Arielle Malard de Rothschild and Mr. François
Henrot, because of their specific positions within the Group.