This Universal Registration Document includes all the elements of the Company’s Board of Directors’ report pursuant to Article L. 225-37 of the French Commercial Code. The Board’s report on corporate governance is composed of the sections of the Universal Registration Document referred to in the following table and is included in the management report in a section on Corporate governance:
| Corporate Government/Corporate Officers Section including elements contained in the report on corporate governance |
Reference texts | URD Sections |
|---|---|---|
| Information on the remunerations | Information on the remunerationsReference texts
|
Information on the remunerationsURD Sections
|
| 3.1. Policy regarding remuneration of corporate officers | 3.1. Policy regarding remuneration of corporate officers Reference textsArticle L. 22-10-8, I., al. 2of the French Commercial Code |
3.1. Policy regarding remuneration of corporate officers URD SectionsSection 4.6.1 |
| 3.2. Remuneration and benefits of any kind paid during the fiscal year or granted in respect of the fiscal year to each corporate officer | 3.2. Remuneration and benefits of any kind paid during the fiscal year or granted in respect of the fiscal year to each corporate officer Reference textsArticle L. 22-10-9, I., 1° of the French Commercial Code |
3.2. Remuneration and benefits of any kind paid during the fiscal year or granted in respect of the fiscal year to each corporate officer URD SectionsSections 4.6.1 and 4.6.2 |
| 3.3. Share of the fixed remuneration and variable remuneration | 3.3. Share of the fixed remuneration and variable remuneration Reference textsArticle L. 22-10-9, I., 2° of the French Commercial Code |
3.3. Share of the fixed remuneration and variable remuneration URD SectionsSection 4.6.1 |
| 3.4. Use of the option of claiming back variable remuneration | 3.4. Use of the option of claiming back variable remuneration Reference textsArticle L. 22-10-9, I., 3° of the French Commercial Code |
3.4. Use of the option of claiming back variable remuneration URD SectionsSection 4.6.1.1 |
| 3.5. Commitments of any kind entered into by the Company for the benefit of its corporate officers, corresponding to items of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change of their duties or subsequent to the carrying out of such duties | 3.5. Commitments of any kind entered into by the Company for the benefit of its corporate officers, corresponding to items of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change of their duties or subsequent to the carrying out of such duties Reference textsArticle L. 22-10-9, I., 4° of the French Commercial Code |
3.5. Commitments of any kind entered into by the Company for the benefit of its corporate officers, corresponding to items of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change of their duties or subsequent to the carrying out of such duties URD SectionsSection 4.6.1.1 |
| 3.6. Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code | 3.6. Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code Reference textsArticle L. 22-10-9, I., 5° of the French Commercial Code |
3.6. Remuneration paid or granted by a company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code URD SectionsSection 4.6.2.3 |
| 3.7. Ratio between the level of remuneration of each corporate officer and the average and median remuneration of employees | 3.7. Ratio between the level of remuneration of each corporate officer and the average and median remuneration of employees Reference textsArticle L. 22-10-9, I., 6° of the French Commercial Code |
3.7. Ratio between the level of remuneration of each corporate officer and the average and median remuneration of employees URD SectionsSection 4.6.1 |
| 3.8. Annual changes in remuneration, in the Company’s performance, in the average remuneration of the Company’s employees and in the aforementioned ratios over the five most recent fiscal years | 3.8. Annual changes in remuneration, in the Company’s performance, in the average remuneration of the Company’s employees and in the aforementioned ratios over the five most recent fiscal years Reference textsArticle L. 22-10-9, I., 7° of the French Commercial Code |
3.8. Annual changes in remuneration, in the Company’s performance, in the average remuneration of the Company’s employees and in the aforementioned ratios over the five most recent fiscal years URD SectionsSection 4.6.1 |
| 3.9. Explanation of how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the Company and how the performance criteria have been applied | 3.9. Explanation of how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the Company and how the performance criteria have been applied Reference textsArticle L. 22-10-9, I., 8° of the French Commercial Code |
3.9. Explanation of how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the Company and how the performance criteria have been applied URD SectionsSection 4.6.1 |
| 3.10. Manner in which the vote of the last Ordinary General Meeting provided for in paragraph II of Article Article L. 225-100 (until 31 December 2020) then in paragraph I of Article Article L. 22-10-34 (from 1 January 2021) of the French Commercial Code was taken into account | 3.10. Manner in which the vote of the last Ordinary General Meeting provided for in paragraph II of Article Article L. 225-100 (until 31 December 2020) then in paragraph I of Article Article L. 22-10-34 (from 1 January 2021) of the French Commercial Code was taken into account Reference textsArticle L. 22-10-9, I., 9° of the French Commercial Code |
3.10. Manner in which the vote of the last Ordinary General Meeting provided for in paragraph II of Article Article L. 225-100 (until 31 December 2020) then in paragraph I of Article Article L. 22-10-34 (from 1 January 2021) of the French Commercial Code was taken into account URD SectionsSection 4.6.1 |
| 3.11. Deviation from the procedure for implementing the remuneration policy and exceptions | 3.11. Deviation from the procedure for implementing the remuneration policy and exceptions Reference textsArticle L. 22-10-9, I., 10° of the French Commercial Code |
3.11. Deviation from the procedure for implementing the remuneration policy and exceptions URD Sectionsn/a |
| 3.12. Application of the provisions of the second paragraph of Article Article L. 225-45 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with the gender mix of the Board of Directors) | 3.12. Application of the provisions of the second paragraph of Article Article L. 225-45 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with the gender mix of the Board of Directors) Reference textsArticle L. 22-10-9, I., 11° of the French Commercial Code |
3.12. Application of the provisions of the second paragraph of Article Article L. 225-45 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with the gender mix of the Board of Directors) URD Sectionsn/a |
| 3.13. Attribution and conservation of stock-options by the corporate officers | 3.13. Attribution and conservation of stock-options by the corporate officers Reference textsArticle L. 225-185 of the French Commercial Code |
3.13. Attribution and conservation of stock-options by the corporate officers URD Sectionsn/a |
| 3.14. Attribution and conservation of free shares to corporate officers | 3.14. Attribution and conservation of free shares to corporate officers Reference textsArticle L. 225-197-1 and Article L. 22-10-59 of the French Commercial Code |
3.14. Attribution and conservation of free shares to corporate officers URD SectionsSection 4.6.4 |
| Information on governance | Information on governanceReference texts
|
Information on governanceURD Sections
|
| 3.15. List of all mandates and positions held in all companies by each corporate officer during fiscal year | 3.15. List of all mandates and positions held in all companies by each corporate officer during fiscal year Reference textsArticle L. 225-37-4, 1° of the French Commercial Code |
3.15. List of all mandates and positions held in all companies by each corporate officer during fiscal year URD SectionsSections 4.2 and 4.3 |
| 3.16. Agreements concluded between a manager or a major shareholder and a subsidiary | 3.16. Agreements concluded between a manager or a major shareholder and a subsidiary Reference textsArticle L. 225-37-4, 2° of the French Commercial Code |
3.16. Agreements concluded between a manager or a major shareholder and a subsidiary URD SectionsSection 7.5 Notes 12 and 22 de l’annexe aux comptes consolidés |
| 3.17. Summary table of the outstanding delegations given by the Shareholders’ Meeting to perform capital increases | 3.17. Summary table of the outstanding delegations given by the Shareholders’ Meeting to perform capital increases Reference textsArticle L. 225-37-4, 3° of the French Commercial Code |
3.17. Summary table of the outstanding delegations given by the Shareholders’ Meeting to perform capital increases URD SectionsSection 7.3.3 |
| 3.18. Method of Executive Management | 3.18. Method of Executive Management Reference textsArticle L. 225-37-4, 4° of the French Commercial Code |
3.18. Method of Executive Management URD SectionsSections 4.2.2 and 4.3.1 |
| 3.19. Membership, conditions for the preparation and organisation of the Board of Directors’ work | 3.19. Membership, conditions for the preparation and organisation of the Board of Directors’ work Reference textsArticle L. 22-10-10, 1° of the French Commercial Code |
3.19. Membership, conditions for the preparation and organisation of the Board of Directors’ work URD SectionsSection 4.2 |
| 3.20. Principle of balanced representation of women and men on the Board of Directors | 3.20. Principle of balanced representation of women and men on the Board of Directors Reference textsArticle L. 22-10-10, 2° of the French Commercial Code |
3.20. Principle of balanced representation of women and men on the Board of Directors URD SectionsSection 3.3.3.1 |
| 3.21. Limits placed by the Board on the powers of the Chief Executive Officer | 3.21. Limits placed by the Board on the powers of the Chief Executive Officer Reference textsArticle L. 22-10-10, 3° of the French Commercial Code |
3.21. Limits placed by the Board on the powers of the Chief Executive Officer URD SectionsSections 4.2.2 and 7.2.9 |
| 3.22. Reference to the Corporate Governance Code and implementation of the comply or explain principle | 3.22. Reference to the Corporate Governance Code and implementation of the comply or explain principle Reference textsArticle L. 22-10-10, 4° of the French Commercial Code |
3.22. Reference to the Corporate Governance Code and implementation of the comply or explain principle URD SectionsSection 4.1 |
| 3.23. Specific procedures relating to the participation of shareholders in the Shareholders’ Meeting | 3.23. Specific procedures relating to the participation of shareholders in the Shareholders’ Meeting Reference textsArticle L. 22-10-10, 5° of the French Commercial Code |
3.23. Specific procedures relating to the participation of shareholders in the Shareholders’ Meeting URD SectionsSection 7.2.8 |
| 3.24. Evaluation procedure for current agreements – Implementation | 3.24. Evaluation procedure for current agreements – Implementation Reference textsArticle L. 22-10-10, 6 °of the French Commercial Code |
3.24. Evaluation procedure for current agreements – Implementation URD SectionsSection 7.5.3 |
| 3.25. Information likely to have an impact in the event of a takeover bid or exchange offer | 3.25. Information likely to have an impact in the event of a takeover bid or exchange offer Reference textsArticle L. 22-10-11 of the French Commercial Code |
3.25. Information likely to have an impact in the event of a takeover bid or exchange offer URD SectionsSections 7.2 and 7.3 |
