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2014 Registration Document
Corporate governance
3
Composition and operation of the Board of Directors
3.2.3.2
The Remuneration Committee
The committee meets as often as necessary.
◗
Composition
A majority of the members of the Remuneration Committee members
must be independent directors as defined by the Board of Directors in
accordance with the AFEP-MEDEF Corporate Governance Code to
which it refers.
The composition of the committee was as follows:
■
Chairman: Thierry Breton (independent director);
■
Members: René Brillet (independent director), Charles Edelstenne
(independent director).
◗
Duties
The committee is responsible for formulating proposals on the various
elements of compensation paid to members of the Board and the
Chairman and Chief Executive Officer.
It is responsible for reviewing all issues relating to the personal status of
corporate officers, including remuneration, pension and welfare benefits,
benefits in kind and provisions governing the cessation of their term of
office.
Its main responsibility is to formulate proposals for decisions on granting
subscription and/or purchase options for shares in the Company to
the benefit of corporate officers and all or some of the salaried staff of
the Company and subsidiaries in accordance with the authorizations
granted by the Shareholders’ Meeting. It examines the conditions under
which options are granted and proposes a list of beneficiaries of options
and the number of options allocated to each of them. It formulates any
proposals determining the characteristics of options and in particular,
the subscription and/or purchase price of shares, their duration, any
conditions to which exercising themmay be subject and the terms under
which they may be taken up.
It is also responsible for formulating proposals in respect of the free
allocation of existing shares or shares to be issued in accordance with
the authorisations granted by the Shareholders’ Meeting. It proposes the
names of beneficiaries of share allocations and any conditions, particularly
in respect of the length of acquisition and retention periods and criteria
for share allocations.
It is informed of the remuneration policy for top executives who are not
corporate officers.
◗
Activity during the year
During fiscal year 2014, the Remuneration Committee met once, with
an attendance rate of 100%.
In the course of that meeting, the following main topics were reviewed:
■
components of the Chairman & CEO’s compensation;
■
2013 Annual Variable Compensation for Group employees;
■
group performance-based compensation.
3.2.3.3
The Appointments Committee
The committee meets as often as necessary.
◗
Composition
A majority of the members of the Nominations Committee must be
independent directors as defined by the Board of Directors in accordance
with the AFEP-MEDEF Corporate Governance Code to which it refers.
The composition of the committee is as follows:
■
Chairman: Bertrand de Montesquiou (independent director);
■
Members: Anne-Claire Taittinger (independent director), Diane
Labruyère-Cuilleret (independent director), Nicolas Bazire.
◗
Duties
The committee examines and formulates an opinion on any application
for nomination to the post of director or a role as a corporate officer,
taking particular account of a desirable balance in the composition of the
Board. It assesses the appropriateness of the renewal of terms of office.
It organises a procedure for the purpose of selecting future independent
directors.
The classification of independent director is discussed by the committee
and reviewed each year by the Board prior to the publication of the
annual report.
It makes recommendations to the Board of Directors on the appointment
of members of the specialist committees when they are due for renewal.
It is also charged with assessing directors’ independence and reporting
its findings to the Board of Directors. If necessary, the committee reviews
situations that result from a director’s repeated absence.
It also assists the Board of Directors in adapting the Company’s corporate
governance practices and assessing their operation.
It examines the Chairman’s draft report on corporate governance and
any other document required by law or regulations.
◗
Activity during the year
During fiscal year 2014, the Appointments Committee met once, with
an attendance rate of 100%.
In the course of that meeting, the following main topics were reviewed:
■
review of the Chairman of the Board of Directors’ report on Board
composition and the terms for preparing and organizing the Board’s
work;
■
renewal of directors’ terms of office at the next Ordinary Shareholders’
Meeting;
■
qualification of independent directors.