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Corporate governance
Composition and operation of the Board of Directors
The Remuneration Committee
3.2.3.2
maintenance of the termination payment,
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modification of the supplementary pension plan;
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The Remuneration committee meets as often as necessary.
remuneration of executive officers:
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Composition
information on the remuneration of Deputy Chief Executive
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Officers
A majority of the members of the Remuneration Committee are
information on the remuneration of executive officers;
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independent Directors as defined by the Board of Directors in light of
Shareholders’ Meeting:
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the AFEP-MEDEF code, which serves as a reference.
resolution to authorize the Board of Directors to make free
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As at December
31, 2015, the composition of the Remuneration
allotment of existing shares or to issue.
Committee was as follows:
The Appointments Committee
3.2.3.3
Chairman:Thierry Breton (independent Director);
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Members:René Brillet (independent Director), Charles Edelstenne
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The Appointments Committee meets as often as necessary.
(independent Director).
Composition
Duties
A majority of the members of the Appointments Committee are
The Remuneration Committee is responsible for formulating proposals
independent Directors as defined by the Board of Directors in light of
on the various components of compensation paid to members of the
the AFEP-MEDEF code, which serves as a reference.
Board of Directors and the Chairman and Chief Executive Officer.
As at December
31, 2015, the composition of the Appointments
It is responsible for reviewing all issues relating to the personal status
Committee was as follows:
of corporate officers, including remuneration, pension and welfare
benefits, benefits in kind and provisions governing the cessation of
Chairman: Bertrand de Montesquiou (independent Director);
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their term of office.
Members: Anne-Claire Taittinger (independent Director), Diane
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Its main responsibility is to formulate proposals for decisions on
Labruyère-Cuilleret (independent Director), Nicolas Bazire, Philippe
granting subscription and/or purchase options for shares in the
Houzé.
Company to the benefit of corporate officers and all or some of the
Duties
salaried staff of the Company and subsidiaries in accordance with the
authorisations granted by the Shareholders’ Meeting. It examines the
The Appointments Committee examines and formulates an opinion on
conditions under which options are granted and proposes a list of
any application for nomination to the post of Director or a role as a
beneficiaries of options and the number of options allocated to each of
corporate officer, taking particular account of a desirable balance in the
them. It formulates any proposals determining the characteristics of
composition of the Board of Directors. It assesses the appropriateness
options and in particular, the subscription and/or purchase price of
of the renewal of terms of office.
shares, their duration, any conditions to which exercising them may be
subject and the terms under which they may be taken up.
It organises a procedure for the purpose of selecting future
independent Directors.
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 classification of independent Director is discussed by the
the authorisations granted by the Shareholders’ Meeting. It proposes
Appointments Committee and reviewed each year by the Board of
the names of beneficiaries of share allocations and any conditions,
Directors prior to the publication of the financial annual report.
particularly in respect of the length of acquisition and holding periods
It makes recommendations to the Board of Directors on the
and criteria for share allocations.
appointment of members of the specialist committees when they are
It is informed of the remuneration policy for top executives who are not
due for renewal.
corporate officers.
It is also charged with assessing Directors’ independence and reporting
Activity during the financial year
its findings to the Board of Directors. If necessary, the
AppointmentsCommittee reviews situations that result from a
Director’s repeated absence.
During the 2015 financial year, the Remuneration Committee met
three times, with an attendance rate of 100%.
It also assists the Board of Directors in adapting the Company’s
corporate governance practices and assessing their operation.
In the course of those three meetings, the following main topics were
reviewed:
It examines solutions for organizing the continuity of good corporate
governance.
components of the Chairman & Chief Executive Officer’s
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remuneration:
It examines the Chairman’s draft report on corporate governance and
any other document required by law or regulations.
determination of the variable component for 2014,
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implementation of a long-term incentive plan,
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2015 REGISTRATION DOCUMENT