Annual Report 2017

Rothschild & Co | Annual Report 2017

1. Overview

4. Financial statements

Management report

2. Business review

1.2.10 Gender quota on the Supervisory Board

The composition of the Supervisory Board complies with the provisions of

Law No. 2011-103 of 27 January 2011, which requires representation of

both genders on the Supervisory Board, the Supervisory Board comprising

eight men and six women.

In addition, the Supervisory Board considers what would be the desirable

balance within its membership and within that of its specialised committees

in particular as regards the representation of women and men. This

representation is reflected in the membership of the Audit Committee,

the Risk Committee and the Remuneration and Nomination Committee.

1.2.11 Terms and conditions of shareholders’

attendance of General Meetings

Please refer to Section 1.3.2 of the Information on the Company Section

(on page 55) for a description of the terms and conditions of shareholders’

attendance of General Meetings.

1.3 Compensation and other benefits

received by corporate officers

1.3.1 Compensation received by the Company’s

Managing Partner and its Chairman

1.3.1.1 COMPENSATION RECEIVED BY THE MANAGING PARTNER

In application of Rothschild & Co’s articles of association, no compensation

is paid to Rothschild & Co Gestion SAS in respect of its position as the

Company’s Managing Partner. Accordingly, the summary tables relating to

compensation and other benefits granted to the Managing Partner required

in accordance with AMF recommendations are not relevant.

It is, however, hereby specified that the Company’s articles of association

provide that Rothschild & Co Gestion SAS is entitled to reimbursement of its

operating expenses. In this respect, a total amount of €777,000 has been

due to Rothschild & Co Gestion SAS as reimbursement of its operating

expenses for the nine months ended 31 December 2017.

In accordance with the provisions of Article 14.1 of the articles of

association, an amount of €1,157,078, equal to 0.5% of the distributable

profit of the 2017 financial period, will be automatically allocated for

payment to the two General Partners, Rothschild & Co Gestion SAS and

Rothschild & Co Commandité SAS. This does not constitute compensation

for their services as General Partners.

1.3.1.2 COMPENSATION RECEIVED BY THE CHAIRMAN

Pursuant to the AMF recommendations, the table below presents an

overview of compensation due or paid to Mr. David de Rothschild, Chairman

of Rothschild & Co Gestion.

In thousands of euro

01/04/2017

31/12/17

(9 months)

01/04/2016

31/03/2017

(12 months)

Fixed compensation

375

500

Variable compensation

–

Extraordinary compensation

–

Director’s fees

–

Benefits in kind

–

TOTAL

375

500

Moreover, Mr. David de Rothschild has not benefited from employment

contracts, supplementary pension schemes, compensation or benefits due

in the event of termination of office or change in function and non-

compensation clauses during the nine months ended 31 December 2017.

1.3.2 Compensation policy for Supervisory Board

members

Rothschild & Co’s articles of association provide that the Supervisory Board

shall freely distribute all or some of any remuneration that the Ordinary

General Meeting of shareholders grants to its members.

The General Meeting of shareholders on 25 September 2014 set at

€500,000 the maximum amount of fees available for allocation to

members of the Supervisory Board of Rothschild & Co, until a new decision

is taken.

During its meeting on 13 March 2018, the Supervisory Board reiterated its

decisions taken its meeting held on 30 March 2016 to have a compensation

policy based on a fixed fee structure for Supervisory Board and committee

memberships, as follows:

Fees in euro

(per member

each year)

Supervisory Board membership

20,000

Committee membership (per committee)

5,000

Position as Chairman of Board/committee

10,000

Distribution of fees is subject to the following.

• When a member holds multiple positions in the Supervisory Board and

Committees, the fees are cumulative. For example, a Board member

chairing a committee shall receive €35,000 per financial year.

• All fees are paid on a pro-rata basis at the end of the annual financial

year ended on 31 December. For example, when a Supervisory Board

member has been appointed by the General Meeting of shareholders

in May, fees payable correspond to the period from the date of the

nomination as member of the Board to date of the end of the financial

year.

• The Supervisory Board decided not to award attendance fees in respect of

their position on the Supervisory Board and its specialised committees, to

Mr. Eric de Rothschild, Ms. Arielle Malard de Rothschild and Mr. François

Henrot, because of their specific positions within the Group.