The Committee meets when convened by its Chairman/Chairwoman, whenever the Chairman/Chairwoman or Board considers this appropriate.
The agenda of the meetings is set by the Chairman/Chairwoman of the Committee, in relation with the Board if the latter initiated the convening of the meeting.
The Committee may meet at any time it considers to be appropriate, for example to assess the performance of the Company’s senior managers.
The Chairman/Chairwoman of the Board is associated with its work, except with regard to all the topics concerning him or her personally.
The Committee must regularly report on its work to the Board and makes proposals to the Board.
The Board freely determines the remuneration of the Chairman/Chairwoman, the Chief Executive Officer and the Deputy Chief Executive Officers.
Within this framework, the main tasks of the Human Resources and Remuneration Committee are to make proposals with regard to the following in particular:
The Committee considers questions relating to the remuneration of corporate officers outside their presence.
The Committee also considers all of the other components of the Human Resources policy, including employee relations, recruitment, diversity, talent management and fostering employee loyalty. As part of this review, the Committee is informed, in particular, of the remuneration policy for the main managers who are note directors or corporate officers.
The Committee meets when convened by its Chairman/Chairwoman, whenever the Chairman/Chairwoman or Board considers this appropriate. The agenda of the meetings is set by the Chairman/Chairwoman of the Committee, in relation with the Board if the latter initiated the convening of the meeting.
The Committee may meet at any time it considers to be appropriate, for example to assess the performance of the Company’s senior managers.
The Chairman/Chairwoman of the Board is associated with its work, except with regard to all the topics concerning him or her personally. The Committee is required to report regularly on its work to the Board and make proposals to the Board.
Directors receive a remuneration in this capacity, the amount of which is approved by the Ordinary General Meeting, and which is allocated as decided by the Board.
The method of allocation of this remuneration comprises a predominant variable portion determined on the basis of the regularity of attendance at Board and Committee meetings.
The Board of Directors may award exceptional remuneration for specific assignments or offices entrusted to the Directors and subject to related-party agreements.
The Directors have the possibility of asking for reimbursement of the expenses necessary for the exercise of their corporate office upon presentation of supporting documents.
Pursuant to Article L. -22-10-8 of the French Commercial Code, the Annual General Meeting of 23 April 2024 is called to approve the compensation policy for directors and corporate officers as established by the Board of Directors (resolutions 14 to 16), 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 2023
approved the remuneration policy for Directors at 99.67%, for the Chairman of the Board of Directors at 96.15% and for the Chief Executive Officer at 93.18%.
On the recommendation of the Human Resources and Remuneration Committee, the Board of Directors meeting of 8 February 2024 decided to:
These policies are subject to the approval of the Annual General Meeting of 23 April 2024.
