Pursuant to Article L. 22-10-8 of the French Commercial Code, the Annual General Meeting of 21 April 2023 is called to approve the remuneration policy for directors and corporate officers as established by the Board of Directors (resolutions 10 to 12), i.e. the remuneration of:
This policy describes all the components of directors and corporate officers’ remuneration, and explains the decision-making process followed to determine, review and implement this policy.
For the record, the Annual General Meeting of 21 April 2022 approved the remuneration policy for Directors at 99.73%, for the Chairman of the Board of Directors at 95.80% and for the Chief Executive Officer at 93.04%.
On the recommendation of the Human Resources and Remuneration Committee, the Board of Directors meeting of 9 February 2023 decided to re-recommend the remuneration policies for the Chairman of the Board of Directors and the Chief Executive Officer, submitted for the approval of the Annual General Meeting of 21 April 2023, and made the changes set out below to the remuneration policy for Directors.
Directors receive remuneration(1), the maximum amount of which is approved by vote at the Ordinary General Meeting, and which is allocated by the Board in accordance with the remuneration policy.
On the recommendation of the Human Resources and Remuneration Committee, the Board of Directors wishes to improve the remuneration paid for the work of the Board Committees, the importance of which is increasing.
Remuneration for serving on the Audit Committee will increase from €25,000 to €30,000, with the variable portion being increased by €5,000.
Remuneration for serving on the Strategy and Sustainability Committee will increase from €15,000 to €16,000, with the variable portion being increased by €1,000.
Remuneration for serving on the Nominations and Governance Committee and the Human Resources and Remuneration Committee will increase from €11,500 to €16,000, with the fixed portion being increased by €1,400 and the variable portion being increased by €3,100.
The Board of Directors is proposing to the Annual General Meeting of 21 April 2023 that the maximum annual amount for Directors’ remuneration, set at €1,600,000 be revised and increased to a maximum of €1,700,000 (resolution no. 6). This authorisation would supersede the one granted by the Annual General Meeting in 2018.
The Board of Directors proposes the following allocation procedures (for a full year) under the remuneration policy submitted for the approval of the Annual General Meeting of 21 April 2023 (resolution no. 10), with effect from that date:
| Board of Directors | Fixed annual sum | Amount per Board meeting | Total for the Board |
|---|---|---|---|
Fixed annual sum €30,000 |
Amount per Board meeting €6,500 €10,000 (Directors located outside Europe – presence at a meeting) |
Total for the Board €69,000 €90,000 |
|
| Board Committees | Fixed annual sum | Variable annual amount | Total amount |
| Audit | Audit Fixed annual sum €10,000 |
Audit Amount per Board meeting €20,000 |
AuditTotal for the Board€30,000 |
| Strategy and Sustainability | Strategy and Sustainability Fixed annual sum €6,000 |
Strategy and Sustainability Amount per Board meeting €10,000 |
Strategy and SustainabilityTotal for the Board€16,000 |
| Nominations and Governance | Nominations and Governance Fixed annual sum €6,000 |
Nominations and Governance Amount per Board meeting €10,000 |
Nominations and Governance Total for the Board€16,000 |
| Human Resources and Remuneration | Human Resources and Remuneration Fixed annual sum €6,000 |
Human Resources and Remuneration Amount per Board meeting €10,000 |
Human Resources and Remuneration Total for the Board€16,000 |
* Based on six meetings per year.
** Allocated on the basis of attendance at Committee meetings.
*** Based on a 100% attendance rate.
In accordance with the provisions of the AFEP-MEDEF Code, the majority of this remuneration for distribution among the Directors is comprised of a variable portion that depends on regularity of attendance at meetings.
Committee Chairs receive double the remuneration of committee members.
Attendance at Board meetings for Directors located outside Europe is remunerated at €10,000 per meeting, except for participation by videoconference; in this case, the Board meeting is remunerated at €6,500.
In the event of a meeting of an ad-hoc Committee formed to work on a specific matter that does not fall within the remit of any other existing Committee, the Human Resources and Remuneration Committee may propose to the Board the payment of additional remuneration to the Directors who are members of this Committee, in accordance with the overall budget.
The Board refers, in particular, to the recommendations of the AFEP-MEDEF Code for the determination of the remuneration and benefits granted to corporate officers.
(1) Formerly known as “attendance fees”.
