Regulatory News:
In accordance with the AFEP-MEDEF Code of Corporate Governance,
Carmila (Paris:CARM) is disclosing the decisions taken by the Board
of Directors relating to (i) the components of compensation and
benefits in kind to be paid to corporate officers in respect of
2023, subject to approval at the Annual General Meeting of 24 April
202’, and (ii) the compensation policies for corporate
officers.
i. Components of compensation and
benefits in kind to be paid to corporate officers in respect of
2023
At its meetings of 13 February 2024 and 07 March 2024, the Board
of Directors, on the recommendation of the Nomination and
Compensation Committee, determined the following components of
compensation to be paid to the Chairman and Chief Executive Officer
and to the Deputy Chief Executive Officer in respect of 2023 :
- For Marie Cheval, Chair and Chief Executive Officer
Annual fixed compensation: €500,000.
Annual variable compensation: the variable portion of
compensation for the Chair and Chief Executive Officer is equal to
100% of her gross fixed compensation if the performance criteria
are achieved at 100%, and up to 120% of her gross fixed
compensation if the performance criteria are achieved at 200%. It
is determined based on general quantitative criteria (50%),
individual quantitative criteria (20%) and individual qualitative
criteria (30%).
The Board of Directors, on the recommendation of the Nomination
and Compensation Committee, determined that Marie Cheval’s overall
performance criteria were met at a level of 143%, corresponding to
annual variable compensation of €543,430.
Long-term compensation: under the authorisation granted
by the Annual General Meeting of 11 May 2023, the Board of
Directors allocated 44,248 free shares to Marie Cheval, subject to
service and performance conditions.
Director compensation: €45,000.
Benefits in kind: Marie Cheval receives benefits in kind
including (i) a Company car and (ii) unemployment insurance
contributions as part of her enrolment in the private executive
unemployment insurance plan for managers taken out with GSC. The
estimated value of these two benefits in kind in 2022 was
€15,193.
- For Sébastien Vanhoove, Deputy Chief Executive
Officer
Annual fixed compensation: €185,000, corresponding to the
50% portion of fixed compensation borne by the Company. He also
receives an additional amount of €30,000 in respect of his duties
as Deputy Chief Executive Officer, paid in full by the Company,
giving a total amount paid by the Company of €215,000.
Annual variable compensation: the variable portion of
compensation for the Deputy Chief Executive Officer is equal to 50%
of his gross fixed compensation if the performance criteria are
achieved at 100%, and up to 100% of his gross fixed compensation if
the performance criteria are achieved at 200%. It is determined
based on general quantitative criteria (40%), individual
quantitative criteria (30%) and individual qualitative criteria
(30%).
The Board of Directors, on the recommendation of the Nomination
and Compensation Committee, determined that Sébastien Vanhoove’s
overall performance criteria were met at a level of 143%,
corresponding to annual variable compensation of €153,859.
Long-term compensation: under the authorisation granted
by the Annual General Meeting of 11 May 2023, the Board of
Directors allocated 15,000 free shares to Sébastien Vanhoove,
subject to service and performance conditions.
In addition, on 29 June 2023, the Board of Directors, having
noted that the performance criteria for the free share plan of 29
June 2020 had been met, decided to convert the 6,022 class D shares
allocated to Sébastien Vanhoove into 6,022 class A shares (ordinary
shares).
ii. Compensation policies for corporate
officers for 2024
In accordance with the provisions of Article L.225-37-2 of the
French Commercial Code, the 2024 remuneration policy for corporate
officers was approved by the Board of Directors on 13 February
2024, on the advice of the Remuneration and Appointments
Committee,
Taking into account the dialogue between shareholders, the
results of votes taken at the Annual General Meeting, the
recommendations of voting advisory agencies and non-financial
rating agencies, as well as best practice in the marketplace, the
Board of Directors considered the changes that could be made to the
company's governance.
In this context, and following the governance roadshows
organised in early 2024 with the participation of the Lead
Independent Director, the Board of Directors, on the recommendation
of the Remuneration and Appointments Committee, wished to make
certain changes and/or clarify certain elements of the remuneration
policy applicable to corporate officers for the 2024 financial
year.
These relate to :
(i) The possibility for the Board of Directors to depart from
the remuneration policy, solely in respect of the variable annual
or long-term remuneration component; (ii) The setting of a ceiling
corresponding to a maximum of 2 years' fixed remuneration, with
regard to the ability of the Board of Directors to allocate
exceptional compensation to the Chairman and Chief Executive
Officer and the Chief Operating Officer; and (iii) Simplification
of the performance criteria used to set the variable annual
remuneration of corporate officers.
In addition, given that the fixed remuneration of the Chairman
and Chief Executive Officer had not changed since she took office
on 3 November 2020, the Board of Directors decided to increase her
fixed remuneration for 2024 to €550,000, representing a 10%
increase over three years.
These compensation policies will be submitted for the approval
of shareholders at the Annual General Meeting of 24 April 2024.
In addition, subject to the approval of the Annual General
Meeting, the Board of Directors, on the recommendation of the
Nomination and Compensation Committee, decided in principle to
allocate free shares to Marie Cheval and Sébastien Vanhoove. These
free shares will be subject to performance criteria and a service
condition, as well as a three-year vesting period.
The Corporate Governance Report, setting out all of the
information indicated above, will be included in the 2023 Universal
Registration Document published today and in the 2024 Notice of
Meeting.
INVESTOR AGENDA
17 April 2024 (after market close): Financial information
for the first quarter 2024 24 April 2024: Annual Shareholder
Meeting 24 July 2024 (after market close): First half 2024
results 25 July 2024: First half 2024 results presentation
17 October 2024 (after market close): Financial information
for the third quarter 2024
ABOUT CARMILA
As the third-largest listed owner of commercial property in
Europe, Carmila was founded by Carrefour and large institutional
investors in order to enhance the value of shopping centres
adjoining Carrefour hypermarkets in France, Spain and Italy. At 31
December 2023, its portfolio was valued at €5.9 billion and is made
up of 201 shopping centres, with leading positions in their
catchment areas.
Carmila is listed on Euronext-Paris Compartment A under the
symbol CARM. It benefits from the tax regime for French real estate
investment trusts (“SIIC”). Carmila has been a member of the SBF
120 since 20 June 2022.
Important notice
Some of the statements contained in this document are not
historical facts but rather statements of future expectations,
estimates and other forward-looking statements based on
management’s beliefs. These statements reflect such views and
assumptions prevailing as of the date of the statements and involve
known and unknown risks and uncertainties that could cause future
results, performance or events to differ materially from those
expressed or implied in such statements. Please refer to the most
recent Universal Registration Document filed in French by Carmila
with the Autorité des marchés financiers for additional information
in relation to such factors, risks and uncertainties. Carmila has
no intention and is under no obligation to update or review the
forward-looking statements referred to above. Consequently, Carmila
accepts no liability for any consequences arising from the use of
any of the above statements.
This press release is available in the
“Regulatory Information” section of Carmila’s Finance
webpage:https://www.carmila.com/en/finance/regulatory-information/
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version on businesswire.com: https://www.businesswire.com/news/home/20240315655092/en/
INVESTOR AND ANALYST CONTACT Jonathan Kirk – Head of Investor
Relations jonathan_kirk@carmila.com +33 6 31 71 83 98
PRESS CONTACT Elodie Arcayna – Corporate Communications Director
elodie_arcayna@carmila.com +33 7 86 54 40 10
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