2022 Universal Registration Document

Chapter 2 : Corporate governance

The average attendance rates at meetings in 2022 were 97.5% for the Board of Directors, 100% for the Strategy and Sustainable Committee, 93.5% for the Audit Committee, 100% for the Nominations and Governance Committee and 91.5% for the Human Resources and Remuneration Committee.

It should be noted that neither Mr Jean-Paul Agon nor Mr Nicolas Hieronimus receive any remuneration as Directors, neither Mr Jean-Paul Agon nor Mr Nicolas Hieronimus receive any remuneration as Directors of the Group’s companies.

Directors

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

Mr Jean-Paul Agon

Mr Jean-Paul Agon

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

0

Mr Jean-Paul Agon

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

0

Mr Nicolas Hieronimus

Mr Nicolas Hieronimus

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

0

Mr Nicolas Hieronimus

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

0

Ms Ana Sofia Amaral (2)

Ms Ana Sofia Amaral

(2)

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

14,375

Ms Ana Sofia Amaral

(2)

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

87,000

Ms Sophie Bellon

Ms Sophie Bellon

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

120,000

Ms Sophie Bellon

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

142,750

Ms Françoise Bettencourt Meyers

Ms Françoise Bettencourt Meyers

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

107,000

Ms Françoise Bettencourt Meyers

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

107,000

Mr Paul Bulcke

Mr Paul Bulcke

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

107,000

Mr Paul Bulcke

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

107,000

Mr Patrice Caine

Mr Patrice Caine

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

95,500

Mr Patrice Caine

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

102,000

Ms Fabienne Dulac

Ms Fabienne Dulac

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

96,000

Ms Fabienne Dulac

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

108,250

Ms Belén Garijo

Ms Belén Garijo

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

70,550

Ms Belén Garijo

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

78,775

Ms Béatrice Guillaume-Grabisch Ms Béatrice Guillaume-Grabisch

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

94,000

Ms Béatrice Guillaume-Grabisch

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

94,000

Mr Thierry Hamel (2)

Mr Thierry Hamel

(2)

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

57,500

Mr Thierry Hamel

(2)

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

-

Ms Ilham Kadri (1)

Ms Ilham Kadri

(1)

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

86,000

Ms Ilham Kadri

(1)

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

75,500

Mr Georges Liarokapis (2)

Mr Georges Liarokapis

(2)

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

16,500

Mr Georges Liarokapis

(2)

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

100,500

Mr Jean-Victor Meyers

Mr Jean-Victor Meyers

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

84,000

Mr Jean-Victor Meyers

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

90,250

Mr Nicolas Meyers

Mr Nicolas Meyers

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

94,000

Mr Nicolas Meyers

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

87,750

Ms Virginie Morgon

Ms Virginie Morgon

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

119,000

Ms Virginie Morgon

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

125,500

Mr Alexandre Ricard (1)

Mr Alexandre Ricard

(1)

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

79,000

Mr Alexandre Ricard

(1)

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

64,714

Mr Benny de Vlieger (2)

Mr Benny de Vlieger

(2)

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

57,500

Mr Benny de Vlieger

(2)

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

-

TOTAL TOTAL

Remuneration awarded for 2022 paid in 2023

(in euros) 7 Board meetings (of which 6 paid) 19 Committee meetings

1,297,925
TOTAL

Remuneration awarded for 2021 paid in 2022

(in euros) 8 Board meetings (of which 7 paid),
17 Committee meetings

1,370,989

(1) Director who joined a Board Committee in 2022.

(2) Directors whose term of office began or ended during the 2022 financial year.

2.4.2.2. Remuneration paid during financial year 2022 or allocated for that year to Mr Nicolas Hieronimus, Chief Executive Officer
2.4.2.2.1. Fixed remuneration

At its meeting of 9 February 2022, and on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided to maintain Mr Nicolas Hieronimus’s fixed annual remuneration at the gross amount of €2,000,000.

2.4.2.2.2. Annual variable remuneration

With regard to Mr Nicolas Hieronimus’ annual variable remuneration for 2022, the target was set at €2,000,000 gross on an annual basis, or 100% of his fixed remuneration, with a maximum of 120% of fixed remuneration in the event of out performance, or €2,400,000 gross. This sum represents the maximum amount of variable remuneration that may be paid to him.

At its meeting on 9 February 2022, the Board of Directors had set the variable remuneration criteria applicable for 2022 and the respective weighting of such criteria. Financial criteria represent 60% of the variable remuneration while non-financial criteria represent 40%. The financial criteria are directly correlated with the Company’s economic performance indicators: growth in sales and market share as compared to its main competitors, in operating profit, earnings per share(EPS) and cash-flow.

On 9 February 2023, the Board of Directors, on the basis of the recommendations of the Human Resources and Remuneration Committee, assessed the performance of Mr Nicolas Hieronimus. The rate of achievement was 113% of objectives, i.e. a rate of achievement of 113.7% for financial criteria and 111.9% for non‑financial and qualitative criteria.

It was thus decided that, in respect of annual variable remuneration for 2022, Mr Nicolas Hieronimus would be awarded an amount of €2,260,000.