Chapters
Annual Report 2020

Proposed transaction of EssilorLuxottica

The proposed transaction of EssilorLuxottica to acquire HAL’s 76.72% interest in GrandVision is still pending and has had an effect on the Remuneration Policy 2019.

Our Remuneration Policy includes a deviation for exceptional circumstances and specifically for the Managing directors, such as a change of control at the Company level.

In case of a change of control, the Managing directors can be entitled to a cash retention bonus and a risk compensation fee, of up to one time the full maximum annual remuneration package. In case both the cash retention bonus and risk compensation fee are awarded, the maximum amount is limited to two times their full maximum annual remuneration package.

The envisaged transaction between EssilorLuxottica and HAL constitutes such a change of control. In the period leading up to a change of control as well as the period thereafter, it is essential to retain the Managing directors, who both were recruited for the roles as CEO and CFO of an independent public listed company and whose roles and responsibilities and management scope are at significant risk of being changed after the transaction, as they play a key role in ensuring full continuity of all business operations as well as a smooth and successful transaction. In the opinion of the Supervisory Board, these circumstances justify the inclusion of these deviations from the Remuneration Policy.

Based on above, the Supervisory Board decided to apply the deviations set forth in the Remuneration Policy 2019 and offer Borchert and Eelman a cash retention bonus and risk compensation fee. Furthermore, the Supervisory Board decided to deviate from (i) the two-year holding period as stated in paragraph 5.4.1.4 of this Remuneration Policy and the LTIP 2015 and (ii) the performance conditions as stated in paragraph 5.4.1.5 of this Remuneration Policy and LTIP 2015.