Information on the financial
conditions of the termination of
Édouard Guinotte as Chairman and
Chief executive officer of
Vallourec – other governance-related
matters
(Disclosed in accordance with the recommendations
of the Afep-Medef corporate governance code)
Meudon
(France), March
28th,
2022 – In accordance with the recommendations of
the Afep-Medef corporate governance code, Vallourec is publishing
information on the financial conditions in relation to the
cessation of the duties of Mr. Édouard Guinotte as Chairman and
Chief executive officer of Vallourec, as approved by the Board of
Directors on March 26th, 2022 upon the recommendations of the
Remuneration Committee which took place on the same day.
Mr. Édouard Guinotte’s severance package will be
put forward for approval during the upcoming Annual General Meeting
of the shareholders.
1. Fixed annual compensation for the fiscal year
2022
The Board of Directors acknowledged that the
fixed compensation of Mr. Édouard Guinotte for the fiscal year 2022
will be EUR 130,434.78 gross. It was calculated prorata temporis
from January 1st, 2022 until the cessation of his duties as
Chairman and Chief executive officer.
2. Variable annual compensation
For the fiscal year 2021, the Board of Directors
set the achievement rate for the targets at 98.93%. The variable
annual compensation of Mr. Édouard Guinotte will therefore be
EUR 593,580 gross.
For the period from January 1st, 2022 to March
20th, 2022, the Board of Directors decided to calculate prorata
temporis Mr. Édouard Guinotte’s variable remuneration on the basis
of an achievement of 100% of the targets, corresponding to an
amount of EUR 130,434.78.
In accordance with the applicable legal
provisions, the payment of this variable compensation will be
subject to the approval of the upcoming Annual General Meeting of
the shareholders.
3. Unvested long-term incentive compensation
It is reminded that the Board of Directors and
the general meeting of the shareholders approved respectively on
July 27th, 2021 and on September 7th, 2021 the setting up of a
plan for the allocation of (i) ordinary shares and (ii) preferred
shares convertible into ordinary shares, all subject to attendance
and/or performance conditions, as the case may be, with a
33.33% : 66.67% ratio, for the benefit of the Chairman
and Chief executive officer, the Deputy chief executive officer,
the members of the Executive Committee and certain executives.
On October 13th, 2021, Mr. Édouard Guinotte was
thus granted a total of 1,002,767 free shares under the plan,
consisting in (i) 292,852 Tranche 1 free shares, (ii) 292,852
Tranche 2 free shares, (iii) 292,852 Tranche 3 free shares and (iv)
124,211 Tranche 4 free shares.
Pursuant to the plan and the terms and
conditions of the free shares, all of Mr. Édouard Guinotte’s T2
free shares, T3 free shares and T4 free shares, and 80% of his T1
free shares shall lapse. Mr. Édouard Guinotte shall only be
entitled to 20% of the 292,852 Tranche 1 free shares.
In relation to the rights of Mr. Édouard
Guinotte under other employee equity plans, the provisions of such
plans will be strictly enforced by the Company.
4. Severance indemnity and non-compete
indemnity
The Board of Directors authorized the Company
and Vallourec Oil and Gas France to conclude with Mr. Édouard
Guinotte a settlement agreement (the "Agreement")
in the context of the cessation of his duties as Chairman and Chief
executive officer. The Agreement provides for the payment to Mr.
Édouard Guinotte of a settlement indemnity and the activation of
the non-competition obligation provided for at the time of the
appointment of Mr. Édouard Guinotte. The conclusion of the
Agreement was necessary for Vallourec in order to preserve its
interests in the context of the departure of his former executive
corporate officer, whose employment contract as employee was
suspended, by providing for a waiver of any recourse or claim by
the latter on the execution and/or the cessation of all its duties
within the Vallourec group and by confirming the implementation of
a non-compete commitment for a period of 18 months. The conclusion
of this Agreement is in line with the objectives of the Afep-Medef
corporate governance code.
The commitments made by Vallourec under the
Agreement will be subject to the approval of the upcoming Annual
General Meeting of the shareholders.
4.1 Settlement indemnity
It is agreed under the Agreement to pay a
settlement indemnity in the amount of EUR 883,237.84 gross for the
purpose of settling amicably and definitively the terms of the
cessation of all the duties of Mr. Édouard Guinotte within the
Vallourec group. The payment of this settlement indemnity will be
subject to the approval of the upcoming Annual General Meeting of
the shareholders.
4.2 Severance pay as employee
It has also been agreed that the employment
contract of Mr. Édouard Guinotte, who joined the Group in 1995,
which had been entered into with Vallourec Oil and Gas France and
was suspended since his appointment as Chairman and Chief executive
officer on March 15th, 2020, shall be terminated. Mr. Édouard
Guinotte is therefore entitled to the severance pay under the
“Convention collective des cadres et ingénieurs de la métallurgie”
(the national collective agreement for executives and engineers in
the metallurgy industry), i.e. a gross amount of EUR 439,200, as
well as a compensation for notice period equal to 6 months of
salary, i.e. a gross amount of EUR 180,000.
4.3 Financial consideration to the non-compete
commitment
Given the nature of his duties, it was
important, in order to preserve the legitimate interests of the
Group, to require Mr. Édouard Guinotte be bound by a non-compete
commitment, which he accepted. Such non-compete obligation will
cover the following geographical scope: Europe, Middle-East, United
States of America, Mexico, Argentina, Brazil, China, Ukraine and
Russia.
As consideration for this non-compete
commitment, which will apply for 18 months following the
termination of his duties as Chairman and Chief executive officer,
Mr. Édouard Guinotte will receive a financial consideration equal
to EUR 728,857.84 gross, corresponding to 12 months of gross fixed
and variable monetary compensation to be paid in 18 monthly
installments equal to EUR 40,492.10 gross.
This non-compete commitment and the payment of
the associated financial consideration will be subject to the
approval of the upcoming Annual General Meeting of the
shareholders.
5. Benefits
Mr. Édouard Guinotte will benefit for a period
of 12 months from outplacement services, up to EUR 50,000
(excluding VAT).
6. Pension scheme
Mr. Édouard Guinotte will retain his acquired
rights under the defined contribution pension scheme known as
“Article 82” on the date of termination of his duties as Chairman
and Chief executive officer.
The payment of the matching contribution by
Vallourec for the 2021 and 2022 financial years, consisting of a
part paid to the insurer (50%) and a part paid directly to Mr.
Édouard Guinotte (50%), will amount in total to EUR 179,038 gross
for 2021 and EUR 39,130 gross for 2022. Such payments will be
subject to the approval of the upcoming Annual General Meeting of
the shareholders.
6. Other information
Mr. Édouard Guinotte resigned on March 25th,
2022 from his position as member of the Board of Directors, with
immediate effect.
In addition, it is reminded that the duties of
Mr. Édouard Guinotte as Chairman and Chief executive officer were
terminated on March 20th, 2022. As a consequence, and accordingly
with the French commercial Code, the duties of Mr. Olivier Mallet
as Deputy chief executive officer of the Company expired as of
March 20th, 2022 (i.e. upon the appointment of Mr. Philippe
Guillemot as new Chairman and Chief executive officer). This expiry
was acknowledged by the Board of Directors on March 26th, 2022.
From March 21st, 2022 onwards, the provisions of Mr. Olivier
Mallet’s employment agreement as Chief financial officer, which
were suspended during his appointment as Deputy chief executive
officer, are back in force. Mr. Olivier Mallet will carry out his
employee duties as Chief financial officer under the same
remuneration conditions as those set forth in relation to his
duties as Deputy chief executive officer of the Company.
About Vallourec
Vallourec is a world leader in premium tubular
solutions for the energy markets and for demanding industrial
applications such as oil & gas wells in harsh environments, new
generation power plants, challenging architectural projects, and
high-performance mechanical equipment. Vallourec’s pioneering
spirit and cutting edge R&D open new technological frontiers.
With close to 17,000 dedicated and passionate employees in more
than 20 countries, Vallourec works hand-in-hand with its customers
to offer more than just tubes: Vallourec delivers innovative, safe,
competitive and smart tubular solutions, to make every project
possible.
Listed on Euronext in Paris (ISIN code:
FR0013506730, Ticker VK), Vallourec is part of the CAC Mid 60, SBF
120 and Next 150 indices and is eligible for Deferred Settlement
Service.
In the United States, Vallourec has established
a sponsored Level 1 American Depositary Receipt (ADR) program (ISIN
code: US92023R4074, Ticker: VLOWY). Parity between ADR and a
Vallourec ordinary share has been set at 5:1.
Calendar
May 18th
2022May 24th
2022 |
Release of first quarter 2022 resultsShareholders’ Annual
Meeting |
For further information, please
contact:
Investor
relations Jérôme FribouletTel : +33 (0)1 49 09 39
77Investor.relations@vallourec.com |
Press
relations Héloïse RothenbühlerTel: +33 (0)1 41 03 77
50 heloise.rothenbuhler@vallourec.com |
Individual
shareholdersToll Free Number (from France): 0 800 505 110
actionnaires@vallourec.com |
|
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