CORPORATE GOVERNANCE REPORT Compensation and benefits of executive corporate officers 5 The compensation of Supervisory Board members was structured as shown in the table below: 3 TABLE 3 – DIRECTORS’ FEES AND OTHER COMPENSATION RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS Gross amounts paid in 2016 Gross amounts paid in 2017 Gross amounts paid in 2018 (for 2015) (for 2016) (for 2017) Other Other Other In € Directors’ fees compensation Directors’ fees compensation Directors’ fees compensation David Simon 58,614 – 75,071 – 100,161 – (a) 52,089 – – – – – Dominique Aubernon John Carrafiell 22,717 – 46,972 – 63,868 – (b) Béatrice de Clermont-Tonnerre – – 21,503 – 41,868 – Bertrand de Feydeau 49,923 – 90,849 – 28,661 – Jeroen Drost 24,295 – 45,786 – 65,393 – Steven Fivel 56,233 – 78,643 – 104,343 – (c) 42,036 – 15,991 – – – Bertrand Jacquillat (d) François Kayat 11,169 – – – – – Stanley Shashoua 25,332 – 45,786 – 70,706 – Catherine Simoni 23,050 – 31,279 – 71,651 – (e) 333 – – – – – Philippe Thel Rose-Marie Van Lerberghe 33,346 – 50,564 – 74,813 – (f) Florence Von Erb – – 27,383 – 44,525 – TOTAL 399,137 – 529,827 – 665,989 – (a) Resignation with effect from December 11, 2015. (b) Appointment with effect from April 19, 2016 – no directors’ fees for fiscal year 2015. (c) End of term: April 19, 2016. (d) End of term: April 14, 2015. (e) Resignation with effect from January 15, 2015. (f) Co-optation on February 17, 2016 – ratification by the Klépierre Shareholders’ General Meeting of April 19, 2016 – no directors’ fees for fiscal year 2015. 5.2.2 Compensation of Executive Board > determine the amount of short-term variable compensation on the members basis of performance criteria established at the beginning of the previous year; In accordance with paragraph 24.1 of the AFEP-MEDEF Code, the > establish the performance criteria and the calculation method for compensation policy and all compensation and benefits allocated to variable compensation for the coming year; each executive corporate officer are determined by the Supervisory Board, acting on the recommendation of the Nomination and > determine the amount granted for long-term incentives and the Compensation Committee. attached performance criteria. To do so, the Nomination and Compensation Committee and then The Supervisory Board then determines its compensation policy, the Supervisory Board take into account all of the various elements on the recommendation of the Nomination and Compensation that comprise it and the balance between these elements by using Committee, taking into account the principles of the AFEP-MEDEF transparent and intelligible principles. Code: exhaustiveness, balance between the components of the compensation, comparability, consistency, clear rules and moderation. The Company fully complies with the AFEP-MEDEF Code guidelines on compensation. The Supervisory Board also takes into account whether Executive Board members are entitled to severance pay when establishing its 5.2.2.1 Compensation policy for Executive Board compensation policy for Executive Board members. members In addition, throughout the year the Nomination and Compensation Committee regularly monitors the different performance criteria set for This section is subject to the approval of the Ordinary General establishing variable compensation and long-term incentive. Meeting of April 24, 2018. Such approval is sought in the context of The Supervisory Board, on the recommendation of the Nomination resolutions specific to each Executive Board member (resolution 13 and Compensation Committee, also endeavors to ensure that the in the case of the Chairman of the Executive Board and resolution 14 compensation of Executive Board members respects the criteria in the case of Executive Board members). stated below. Principles and criteria in determining the compensation of Executive Board members At the start of each year, the Nomination and Compensation Committee performs a general review of the different components of the compensation in order to: > analyze the level of relevance of annual fixed compensation, taking into account events that affect the Company and other compensation components; KLÉPIERRE 2017 REGISTRATION DOCUMENT 241