| Amount | Description |
|---|---|
| Benefits in addition to remuneration | Benefits in addition to remunerationDescription
Mr Nicolas Hieronimus will benefit from the material resources needed for the performance of his office such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, to the exclusion of all private use, are not benefits in kind.
Mr Nicolas Hieronimus will continue to be treated in the same way as a senior manager during the term of his corporate office, which will allow him to continue to benefit from the additional social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company’s employees. The amount of the pension resulting from the employer’s contributions for the defined contribution pension scheme will be deducted from the pension due in respect of the defined benefit pension in accordance with the provisions of this collective scheme. |
The Board of Directors, in accordance with the recommendation of the AFEP-MEDEF Code (Article 26.2), is proposing to the Annual General Meeting of 23 April 2024 that the exercise of the office of Chairman of the Board of Directors without assuming the office of Chief Executive Officer, would be remunerated only by fixed remuneration, excluding any variable remuneration, grant of performance shares and any indemnity related to departure or any consideration for a non-compete agreement.
The Board of Directors also decided that the tenure as Director held by the Chairman of the Board would not be remunerated.
The Chairman of the Board will benefit from the necessary material resources for the performance of his office such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, are not benefits in kind.
The Chairman of the Board will benefit from the same employee benefit scheme as the senior managers of the Company.
The remuneration of the Chairman of the Board of Directors is determined based on the following components:
Three years after the offices of Chairman and Chief Executive Officer were separated, the Board noted that Mr Jean-Paul Agon had successfully led the handover of senior management responsibilities, which included providing Mr Nicolas Hieronimus with his complete support in his interactions with the Board of Directors, in keeping with the extensive duties entrusted to the Chairman of the Board of Directors.
The Human Resources and Remuneration Committee recommended that the Board consider the end of this transition period by adjusting Mr Jean-Paul Agon’s remuneration.
The Board of Directors has taken into account Mr Jean-Paul Agon’s full commitment to serving the governance of the Company and performing the specific duties set out in paragraph 2.1.2.3. The Board is fully aware of the challenges of sustainable Governance, notably in light of European legislative initiatives and the growing expectations of authorities and stakeholders.
It remains essential for the Board to count on a committed, experienced Chairman with in-depth knowledge of the business, its environment and its strategic challenges, and who is recognised for his involvement in governance issues and stakeholder relations.
The Board is satisfied that the fixed remuneration is competitive by comparison with an international reference panel that was defined with the assistance of an external independent consultancy firm, Mercer, by pegging it higher than the median remuneration paid to the Chairs of the Boards of Directors of 16 international benchmark companies.
Consequently, the Board of Directors proposes that the Annual General Meeting of 23 April 2024 should change the fixed annual compensation of Mr Jean-Paul Agon, Chairman of the Board of Directors, to €950,000 from 1 May 2024, instead of his previous compensation of €1,600,000.
