Kinepolis Annual Report 2014

The following principles are also employed:

★

For the fulfilment of their duties as a member of the

Board of Directors, the non-executive directors receive a

fixed amount taking account of an attendance of a

minimum number of meetings of the Board of Directors;

★

The members of the committees are allocated a fixed

amount every time they attend a meeting of the

committee, with additional fixed remuneration for the

president of the Audit Committee and of the Nomination

and Remuneration Committee;

★

The Chairman of the Board of Directors and the Chief

Executive Officers are allocated a fixed annual amount

for participating in the Board of Directors meetings;

★

The non-executive directors do not receive any bonuses,

participation in long-term share-based incentive

programs, benefits in kind (with the exception of the

right to attend a number of film screenings each year) or

benefits related to pension plans;

★

Alongside fixed remuneration, Executive Management

receives variable remuneration dependent on the

attainment of the management targets set by the Board

of Directors on the recommendation of the Nomination

and Remuneration Committee. These targets include

both quantitative targets set annually, the criterion for

which is the attainment of a certain level of consolidated

current net profit, and qualitative targets, which are

defined as targets that are to be attained over several

years, progress of which is evaluated on an annual basis.

The variable part of the remuneration ensures that the

interests of Executive Management run parallel to the

Group’s, leads to value creation and loyalty, and provides

the appropriate incentive to optimize the short-term and

long-term objectives of the Group and its shareholders;

★

As well as this variable remuneration, an

“outperformance” bonus may be allocated to Executive

Management if the quantitative targets are substantially

exceeded. Long-term incentives in the form of share

options or other financial instruments of the Company or

its subsidiaries may also be allocated to Executive

Management. The remuneration package for Executive

Management may additionally include participation

in the corporate pension plan and/or the use of a

company car;

★

The Company’s formal right to claim back variable

remuneration and “outperformance” bonus granted on

the basis of incorrect financial data was not explicitely

provided for in such cases;

★

The exit compensation for a member of Executive

Management in the event of early termination of a

contract (entered into after 1 July 2009) will not exceed

twelve (12) months’ basic and variable remuneration.

A higher compensation may be granted in specific

justifiable circumstances, on the recommendation of the

NRC and with the prior approval of the General Meeting,

but may never exceed eighteen (18) months’ basic and

variable remuneration. In any event, the exit

compensation may not exceed twelve (12) months’ basic

remuneration and the variable remuneration cannot be

taken into account if the departing person has not met

the performance criteria referred to in his or her

contract.

KINEPOLIS GROUP

ANNUAL REPORT 2014

03 / MANAGEMENT REPORT