Decisions of the Board of Directors of 28 July 2020
28 Juli 2020 - 5:45PM
Decisions of the Board of Directors of 28 July 2020
Decisions of the Board of Directors of 28 July
2020
Press Release Paris, 28/07/2020
Dividend and convening of an Ordinary General
Meeting
Faced with an unprecedented health crisis, the
Bouygues Board of Directors announced in its press release of
1 April 2020 its decision to withdraw its proposal to pay
out a dividend (€2.60 per share of which €0.90 was exceptional),
and stated that it would meet in the summer in order to reassess
the situation and review the opportunity of proposing the payout of
a dividend in respect of the 2019 financial year.
To that end, the Bouygues Board of Directors met
on 28 July 2020 and decided to convene an Ordinary
General Meeting on 4 September 2020 to propose paying a
dividend reduced to €1.70 per share in respect of the
2019 financial year.
The Group’s particularly robust financial
position and high level of available cash ensure that the dividend
payout can be made while retaining sufficient liquidity to cope
with the consequences of the health crisis, develop the Bouygues
group’s existing activities, and maintain a low level of debt.
The ex-date and payment date of the dividend
have been set at 9 and 11 September 2020
respectively.
Remuneration of Executive Officers
As announced by the Chairman and Chief Executive
Officer of the Bouygues group at the Annual General Meeting on
23 April 2020, in light of the exceptional circumstances
related to the Covid-19 pandemic, the Board of Directors – acting
on a recommendation from the Selection and Remuneration Committee –
has decided to reduce by 25% the overall remuneration of the
Executive Officers for 2020.
Consequently, the 2020 annual variable
remuneration arrangements for Executive Officers is being amended
by:
- Reducing the cap on annual variable remuneration to 95% of
fixed remuneration (compared with 160% previously).
- Introducing a new criterion (P6) to assess the speed and
effectiveness of the Executive Officers in managing the health
crisis as regards employees and stakeholders, and in limiting its
impacts. P6 will represent 30% of fixed remuneration and will be
assessed by reference to:
- implementation of the business continuity plan and rapid
resumption of operations;
- implementation of measures to protect the health and safety of
employees;
- proactive management of the Group’s cash and liquidity
resources;
- ability to manage costs to limit the impacts of the health
crisis on the Group’s results.
- Readjusting the weights of criteria P1 to P4 accordingly, to
reflect the introduction of the P6 criterion.
- Retaining unchanged the P1 to P5 objectives set by the Board
meeting of 19 February 2020.
- Lowering the trigger levels ensuring that remuneration in
respect of the P1 to P4 criteria is proportionate to the percentage
attainment level of the objectives.
The other components of the remuneration policy
in respect of the 2020 financial year, as described in section
5.4.1 of the 2019 Universal Registration Document, remain
unchanged and continue to apply.
The amended remuneration policy for Executive
Officers will be submitted for approval by the shareholders at the
Ordinary General Meeting of 4 September 2020.
Governance
The Board of Directors has formally noted the
nomination by the Group Council on 4 June 2020, in
accordance with the law and with the articles of association, of
Béatrice Besombes and Bernard Allain as directors representing
employees, thereby increasing the number of Bouygues directors from
13 to 14.In addition, the Board of Directors has appointed Bernard
Allain as a member of the Selection and Remuneration Committee, to
replace Francis Castagné.
Arrangements for participating in the General Meeting of
4 September 2020
The arrangements for participating in the
General Meeting of 4 September 2020 will be available on
bouygues.com under Annual General Meeting, and in the Notice of
Meeting to be published in the Balo (Bulletin des Annonces Légales
Obligatoires) on Friday 31 July 2020.
Shareholders will be entitled to send any
questions in writing, until 31 August 2020 midnight (at
the end of the calendar day), to the following e-mail address:
questions.ecrites2020@bouygues.com
About Bouygues
Bouygues is a diversified services group with a
strong corporate culture whose businesses are organised around
three sectors of activity: Construction, with Bouygues Construction
(building & civil works and energies & services),
Bouygues Immobilier (property development) and Colas (roads);
Telecoms, with Bouygues Telecom, and Media, with TF1.
INVESTORS AND ANALYSTS
CONTACT:INVESTORS@bouygues.com • Tel.: +33 (0)1 44 20 10
79
PRESS CONTACT:presse@bouygues.com • Tel.: +33
(0)1 44 20 12 01
BOUYGUES SA • 32 avenue Hoche • 75378 Paris
CEDEX 08 • bouygues.com
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2020
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