| Elements of the 2023 Management Report | References | Pages |
|---|---|---|
| Corporate governance | ||
| Information on remuneration | ||
| Compensation policy for directors and corporate officers | Compensation policy for directors and corporate officers ReferencesArticle L. 22-10-8, I, paragraph 2 of the French Commercial Code |
Compensation policy for directors and corporate officers Pages100-112 |
| Remuneration and benefits of any kind paid during or awarded in respect of the financial year to each director and corporate officer | Remuneration and benefits of any kind paid during or awarded in respect of the financial year to each director and corporate officer ReferencesL. 22-10-9, I-1° of the French Commercial Code |
Remuneration and benefits of any kind paid during or awarded in respect of the financial year to each director and corporate officer Pages112-118 |
| Relative proportion of the fixed and variable remuneration | Relative proportion of the fixed and variable remuneration ReferencesL. 22-10-9, I-2° of the French Commercial Code |
Relative proportion of the fixed and variable remuneration Pages104 |
| Use of the “claw back” possibility to claim the return of variable remuneration | Use of the “claw back” possibility to claim the return of variable remuneration ReferencesL. 22-10-9, I-3° of the French Commercial Code |
Use of the “claw back” possibility to claim the return of variable remuneration PagesN/A |
| Commitments of any kind made by the Company for the benefit of its directors and corporate officers, corresponding to elements of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their duties, or thereafter | Commitments of any kind made by the Company for the benefit of its directors and corporate officers, corresponding to elements of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their duties, or thereafter ReferencesL. 22-10-9, I-4° of the French Commercial Code |
Commitments of any kind made by the Company for the benefit of its directors and corporate officers, corresponding to elements of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their duties, or thereafter Pages120-123 |
| Remuneration paid or granted by a company included in the scope of consolidation pursuant to Article L. 233-16 of the French Commercial Code | Remuneration paid or granted by a company included in the scope of consolidation pursuant to Article L. 233-16 of the French Commercial Code ReferencesL. 22-10-9, I-5° of the French Commercial Code |
Remuneration paid or granted by a company included in the scope of consolidation pursuant to Article L. 233-16 of the French Commercial Code PagesN/A |
| Ratios between the remuneration of each corporate officer and the average and median remunerations of the Company employees | Ratios between the remuneration of each corporate officer and the average and median remunerations of the Company employees ReferencesL. 22-10-9, I-6° of the French Commercial Code |
Ratios between the remuneration of each corporate officer and the average and median remunerations of the Company employees Pages119-120 |
| Annual change in the remuneration, the Company’s performances, the average remuneration of the Company employees and the above-mentioned ratios over the five past financial years | Annual change in the remuneration, the Company’s performances, the average remuneration of the Company employees and the above-mentioned ratios over the five past financial years ReferencesL. 22-10-9, I-7° of the French Commercial Code |
Annual change in the remuneration, the Company’s performances, the average remuneration of the Company employees and the above-mentioned ratios over the five past financial years Pages119-120 |
| Explanation on how the total remuneration complies with the remuneration policy adopted, including the way it contributes to long term performances of the Company and the way the performance criteria has been applied | Explanation on how the total remuneration complies with the remuneration policy adopted, including the way it contributes to long term performances of the Company and the way the performance criteria has been applied ReferencesL. 22-10-9, I-8° of the French Commercial Code |
Explanation on how the total remuneration complies with the remuneration policy adopted, including the way it contributes to long term performances of the Company and the way the performance criteria has been applied Pages101-103, 113-118 |
| Manner in which the vote of the last ordinary general meeting provided for by I of Article L. 22-10-34 of the French Commercial Code has been taken into account | Manner in which the vote of the last ordinary general meeting provided for by I of Article L. 22-10-34 of the French Commercial Code has been taken into account ReferencesL. 22-10-9, I-9° of the French Commercial Code |
Manner in which the vote of the last ordinary general meeting provided for by I of Article L. 22-10-34 of the French Commercial Code has been taken into account Pages100 |
| Derogation from the remuneration policy and any other derogations | Derogation from the remuneration policy and any other derogations ReferencesL. 22-10-9, I-10°of the French Commercial Code |
Derogation from the remuneration policy and any other derogations Pages111 |
| Application of Article L. 225-45, par. 2 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with the Board of Directors’ gender diversity) | Application of Article L. 225-45, par. 2 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with the Board of Directors’ gender diversity) ReferencesL. 22-10-9, I-11°of the French Commercial Code |
Application of Article L. 225-45, par. 2 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with the Board of Directors’ gender diversity) PagesN/A |
| Attribution and retention of stock options by directors and corporate officers | Attribution and retention of stock options by directors and corporate officers ReferencesL. 225-185 of the French Commercial Code |
Attribution and retention of stock options by directors and corporate officers Pages123-125 |
| Attribution and retention of free share grants to corporate officers | Attribution and retention of free share grants to corporate officers ReferencesL. 225-197-1 and L. 22-10-59 of the French Commercial Code |
Attribution and retention of free share grants to corporate officers Pages123-125 |
| Information on governance | ||
| List of all terms of office and functions held in any company by each director and corporate officer during the financial year | List of all terms of office and functions held in any company by each director and corporate officer during the financial year ReferencesL. 225-37-4, 1° of the French Commercial Code |
List of all terms of office and functions held in any company by each director and corporate officer during the financial year Pages66-78 |
| Agreements between an Executive Officer or a major shareholder and a subsidiary | Agreements between an Executive Officer or a major shareholder and a subsidiary ReferencesL. 225-37-4, 2° of the French Commercial Code |
Agreements between an Executive Officer or a major shareholder and a subsidiary PagesN/A |
| Table summarising the authorisations in force in respect of capital increases, as granted by the Annual General Meeting | Table summarising the authorisations in force in respect of capital increases, as granted by the Annual General Meeting ReferencesL. 225-37-4, 3° of the French Commercial Code |
Table summarising the authorisations in force in respect of capital increases, as granted by the Annual General Meeting Pages394-395 |
| Procedures for exercising the General Management | Procedures for exercising the General Management ReferencesL. 225-37-4, 4° of the French Commercial Code |
Procedures for exercising the General Management Pages56-58 |
| Composition, preparation and modus operandi of the work of the Board of Directors | Composition, preparation and modus operandi of the work of the Board of Directors ReferencesL. 22-10-10, 1° of the French Commercial Code |
Composition, preparation and modus operandi of the work of the Board of Directors Pages59, 81-88 |
| Description of the diversity policy, objectives and results applied to Board members (including application of the principle of balanced representation of women and men on the board) | Description of the diversity policy, objectives and results applied to Board members (including application of the principle of balanced representation of women and men on the board) ReferencesL. 22-10-10, 2° of the French Commercial Code |
Description of the diversity policy, objectives and results applied to Board members (including application of the principle of balanced representation of women and men on the board) Pages60-65 |
| Limits provided by the Board of Directors on Chief Executive Officer’s powers | Limits provided by the Board of Directors on Chief Executive Officer’s powers ReferencesL. 22-10-10, 3° of the French Commercial Code |
Limits provided by the Board of Directors on Chief Executive Officer’s powers Pages93 |
| Reference to of the AFEP-MEDEF Corporate Governance Code and application of the comply or explain principle | Reference to of the AFEP-MEDEF Corporate Governance Code and application of the comply or explain principle ReferencesL. 22-10-10, 4° of the French Commercial Code |
Reference to of the AFEP-MEDEF Corporate Governance Code and application of the comply or explain principle Pages56, 125 |
| Specific conditions related to shareholders’ attendance at the Annual General Meeting | Specific conditions related to shareholders’ attendance at the Annual General Meeting ReferencesL. 22-10-10, 5° of the French Commercial Code |
Specific conditions related to shareholders’ attendance at the Annual General Meeting Pages393 |
| Description and implementation of the evaluation procedure of non-regulated agreements | Description and implementation of the evaluation procedure of non-regulated agreements ReferencesL. 22-10-10, 6° of the French Commercial Code |
Description and implementation of the evaluation procedure of non-regulated agreements Pages82, 86, 99 |
