The table below outlines the membership of the Appointments, Remuneration & Governance Committee on the date of filing of the Universal Registration Document:
| Members of the Appointments, Remuneration & Governance Committee | ||
|---|---|---|
| Colette Lewiner | Colette Lewiner Chair | Independent director appointed by the Shareholders’ Meeting |
| Karine Granger | Karine Granger Member | Director elected by the employees |
| Claire Pedini | Claire Pedini Member | Independent Director appointed by the Shareholders’ Meeting |
| Martin Vial | Martin Vial Member | Representative of the French State. |
Ms. Lewiner was appointed Chair of the Appointments, Remuneration & Governance Committee from 16 May 2019 and Ms. Pedini became a member of it on the same date. Ms. Granger became a member of the Committee from 23 November 2019.
| Number of members | 4 |
|---|---|
| Number of independent Directors | 2 |
| Percentage of independent Directors* | 66.67% |
*Excluding Directors representing the employees.
In terms of appointments, the Committee submits its recommendations or proposals to the Board of Directors regarding the appointment of Directors by the Shareholders’ Meeting. It supervises the selection process of potential candidates and may perform its own review of the candidates. It proposes to the Board the definition and updating of a diversity pocy applied to Directors. It monitors the implementation of the policy and the results achieved. The Committee ensures the existence of succession plans in order to anticipate the succession, whether unforeseen or at the end of their term, of executive corporate officers and members of the Group’s Executive Committee. The Chairman & Chief Executive Officer is involved in the Committee’s work in the performance of this task, except work regarding his or her own succession.
With regard to remuneration, the Committee examines and gives an opinion on the corporate officer compensation policy mentioned in Article L. 225-37-2 of the French Commercial Code (Code de commerce) and on the principles and criteria used to determine and distribute the fixed, variable and exceptional items of the Chairman & Chief Executive Officer’s compensation and benefits of all kinds. It submits this opinion to the Board for deliberation. The Chairman of the Committee submits this opinion for approval to the French Minister for the Economy. The Committee prepares its proposals within the limits specified by Decree no. 2012-915 of 26 July 2012, which amended the Decree of 9 August 1953, relating to French State control of the compensation of the executives of public companies, in accordance with which the Chairman & Chief Executive’s annual compensation must not exceed the cap of €450,000. The Committee submits to the Board its opinion on the compensation policy of the Group’s Executive Committee and the main executives, as well as on the amount and terms and conditions for the distribution of the sum set by the Shareholders’ Meeting to allocate to the Directors in return for their duties.
In terms of governance, the Committee oversees issues relating to corporate governance and ensures the implementation, via the Company’s corporate bodies, of the principles and rules outlined in the AFEP-MEDEF Code. It may make proposals concerning changes in the functioning or powers of the Board or its internal rules of procedure. Every year, it conducts a review of the functioning of the Board and its Committees and every three years supervises the formal evaluation conducted by an independent external consultant. Each year, the Committee examines the individual situations of the Directors according to the criteria defined by the AFEP-MEDEF Code regarding their independence and reports its findings to the Board. In the event of appointment of new members of the Audit Committee, it also examines these members’ expertise in the field of finance, accounting and statutory audit. It examines and gives its opinion on situations of conflicts of interest of which it has become aware or which are reported to it and reports such situations to the Board.
| 2018 | 2019 | |
|---|---|---|
| Number of meetings | Number of meetings 2018 4 * | Number of meetings 20199 * |
| Average attendance rate | Average attendance rate 2018 100% | Average attendance rate 201986.1% |
| Average duration of the meetings | Average duration of the meetings 2018 53 minutes | Average duration of the meetings 201924 minutes |
*Including two joint meetings with the Governance & Corporate Responsibility Committee (before 8 October 2019).
The table below presents individual attendance rates during the 2019 fiscal year by members of the Appointments, Remuneration & Governance Committee whose terms of office are ongoing on 31 December 2019:
| Members of the Appointments, Remuneration & Governance Committee | Average attendance rate in 2019 |
|---|---|
| Colette Lewiner | Colette Lewiner Average attendance rate in 2019 100% |
| Karine Granger | Karine Granger Average attendance rate in 2019 100% |
| Claire Pedini | Claire Pedini Average attendance rate in 2019 100% |
| Martin Vial | Martin Vial Average attendance rate in 2019 75% |
In 2019, the Committee held several meetings focusing on the process of re-election of the Board of Directors and examination of the recommended candidates in readiness for the Shareholders’ Meeting of 16 May 2019, taking account of the diversity policy applicable to Directors (see section 4.2.1 “Members of the Board of Directors”). In this context, the Committee was assisted by a specialist external advisor in the search for candidates. It also gave its opinion to the Board on the co-optation carried out after the Shareholders’ Meeting. It also examined the executive compensation policy, diversity policy applicable to members of the Board of Directors and changes to membership of the Board Committees.
