Regulatory News:
The Rémy Cointreau (Paris:RCO) Combined Shareholders Meeting was
held in Paris on 24 July 2019, chaired by Marc Hériard
Dubreuil.
Cash dividend:
Shareholders approved the financial statements for the 2018-2019
financial year and set the dividend at €1.65 per share. They also
approved the payment of a special dividend of €1 per share. The
ex-dividend date (ordinary and special) is set at 12 September
2019, and the dividend will be paid as of 16 September 2019.
Say on pay and financial terms of the
termination of office of Ms. Chapoulaud‑Floquet.
The Shareholders' Meeting approved the remuneration policy of
the Executive Directors for the 2019-2020 financial year (ex-ante
vote) and the elements of total remuneration and benefits in kind
paid or awarded for the financial year ended 31 March 2019 to each
Executive Director of the Company (ex-post vote).
Following the Rémy Cointreau Board of Directors Meeting and the
Shareholders Meeting held on this day, and in accordance with the
Afep-Medef Corporate Governance Code for listed companies and the
recommendations of the French Financial Market Authority (AMF),
Rémy Cointreau is making public the financial terms of the
termination of office of Ms. Chapoulaud‑Floquet.
Fixed remuneration for the 2019-2020 financial year
The annual fixed remuneration of Ms. Chapoulaud-Floquet for the
2019-2020 financial year is unchanged at €731,400 gross (€631,400
in fixed salary plus €100,000 in impatriation bonus).
The annual fixed remuneration that will be paid to Ms.
Chapoulaud-Floquet for the 2019-2020 financial year will be
pro-rated as from 1 April 2019 until the effective date of the
termination of her office as Chief Executive Officer.
Variable remuneration for the 2019-2020 financial
year
The amount of annual variable remuneration that Ms.
Chapoulaud-Floquet may receive for the 2019-2020 financial year
shall correspond to a percentage of her fixed remuneration.
Variable remuneration may reach 100% if the quantitative and
qualitative targets (each comprising 50% of the total target) are
achieved and up to 155% if the financial performance is exceptional
in comparison with the targets.
For the 2019-2020 financial year, the quantitative targets are
based on the following criteria:
- consolidated current operating profit;
- cash flow generation;
- consolidated net profit (excluding non-recurring items);
and
- ROCE (Return on Capital Employed).
The qualitative targets corresponding to the strategic
priorities for the financial year in progress, including CSR, are
based on precisely defined, pre-established criteria that cannot be
made public for confidentiality reasons.
In addition, the variable remuneration shall be pro-rated as
from 1 April 2019 until the effective date of the termination of
her office as Chief Executive Officer.
The amount of the annual variable remuneration of Ms.
Chapoulaud-Floquet for the 2019-2020 financial year shall be
determined by the Board of Directors, which shall approve the
financial statements for the financial year ended 31 March 2020,
based on a proposal by the Nomination and Remuneration
Committee.
Pursuant to Article L.225-100 of the French Commercial Code,
this variable remuneration shall be paid to Ms. Chapoulaud-Floquet
only after the Shareholders' Meeting to be held in July 2020 to
approve the financial statements for the year ended 31 March
2020.
Non-compete commitment
Valérie Chapoulaud-Floquet shall be bound by a non-compete
obligation for a period of 12 months, for which she will receive
non-compete compensation equal to 12 months of her annual fixed and
variable remuneration (including the special remuneration paid in
respect of 2018-2019), for a total of €1,579,883.
Performance shares
Given the exceptional results achieved by Rémy Cointreau, which
brought the group a record year, with 2019-2020 targets hit a year
early, the Board of Directors - on the recommendation of the
Nomination and Remuneration Committee - decided that Ms.
Chapoulaud-Floquet would continue to enjoy the rights attached to
the 24,400 free shares that were allotted to her as Performance
shares on 22 November 2016 (vesting date set at 22 November 2019),
on 21 November 2017 (vesting date set at 21 November 2020), and on
17 January 2019 (vesting date set at 17 January 2023); the
termination of her office shall not infringe these rights.
Governance:
The Chairman thanked Mrs Florence Rollet and Mr Yves Guillemot
for their essential contribution to the work of the Board and its
committees as independent directors and reiterated the importance
of having experienced professionals and a significant number of
independent directors on the Board, particularly for a group with a
major shareholder.
The Shareholders also approved the reappointment as Directors,
for a period of three years, of Marc Hériard Dubreuil, Olivier
Jolivet, and the Orpar company, represented by Gisèle Durand.
Lastly, the Shareholders approved, for a period of three years,
the appointment of Hélène Dubrule (independent director) and
Marie-Amélie Jacquet as Directors:
Hélène Dubrule Hélène Dubrule graduated from HEC in 1987
and began her career at L'Oréal, where she held marketing and
development positions for nearly 10 years within the Consumer Goods
Division and was later appointed Marketing Director within the
L'Oréal Luxury Goods Division. In 2001 she also graduated from
Esmod, a school where she studied in Seoul, where she lived for
four years. For the past 17 years, she has held responsibilities in
the Hermès Group, where she has been in turn, International
Marketing Director of Hermès Parfums, CEO of Hermès Soie et
Textiles, CEO of Hermès Maison and Chairperson of Puiforcat. She
has headed the French market businesses as CEO of Hermès
Distribution France since July 2018.
Ms Hélène Dubrule will bring to the Board her broad knowledge of
the luxury and lifestyle sectors, her experience with retail and
wholesale distribution models, her international vision formed by
the global brands she has supported, as well as her sensitivity to
the evolution of the luxury sector towards experiential and
omnichannel strategies. Finally, her understanding of the
challenges facing listed family companies and her interest in CSR
and sustainable development issues will be valuable to the
Board.
Mrs Hélène Dubrule will be proposed as a member of the Social
and Environmental Responsibility Committee
Marie-Amélie Jacquet After graduating in international
finance from ESCP-EAP, Marie-Amélie Jacquet began her career with
Société Générale Investment Banking in London. She then joined NM
Rothschild & Sons, where she served in various roles within the
Capital Goods team in the Mergers/Acquisitions department.
Following this, she held Management control positions at Rémy
Cointreau.
The appointment of Marie-Amélie Jacquet will strengthen the
presence of executives with experience in finance, including within
the Group, on the Board of Directors. Mrs Marie-Amélie Jacquet will
also bring a thorough knowledge of teams and clients, acquired
during her representation assignments on the various markets.
Ms. Marie-Amélie Jacquet will be proposed as Vice-Chairman of
the Board of Directors, replacing Mr. François Hériard
Dubreuil.
Thus, the Board of Directors is composed of 12 members. Its
percentage of female and independent members is 50%, in perfect
accordance with the AFEP-MEDEF recommendations.
The Chairman also announced that the Board of Directors would
appoint Mrs Caroline Bois (daughter of François Hériard Dubreuil)
as censor at the end of the Shareholders’ Meeting. This
appointment, along with the presence of Mrs Laure Hériard Dubreuil
(daughter of Mr Marc Hériard Dubreuil), director, Mr Elie Hériard
Dubreuil (son of Mr Michel Hériard Dubreuil), censor, and Mrs
Marie-Amélie Jacquet (daughter of Mrs Dominique Hériard Dubreuil),
Vice-Chairman, prepares the generational transition, a new stage
before the gradual withdrawal of the current generation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190724005473/en/
Rémy Cointreau Laetitia Delaye – +33 7 87 25 36 01
Remy Cointreau (EU:RCO)
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