| 2022 | 2021 | |
|---|---|---|
| Number of meetings |
Number of meetings 20225 |
Number of meetings 20214 |
| Average attendance rate |
Average attendance rate 202293,3 % |
Average attendance rate 202177,5 % |
| Average duration of the meetings |
Average duration of the meetings 20222 hours and 1 minute |
Average duration of the meetings 20211 hours and 40 minutes |
In 2022, the Committee reviewed in particular:
The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2022 fiscal year.
The table below outlines the membership of the Appointments, Remuneration & Governance Committee on the date of filing of this Universal Registration Document.
| Members of the Appointments, Remuneration & Governance Committee | ||
|---|---|---|
| Colette Lewiner | Chair | Independent Director appointed by the Shareholders’ Meeting |
| Karine Granger | Member | Director elected by the employees |
| Claire Pedini | Member | Independent Director appointed by the Shareholders’ Meeting |
| Alexis Zajdenweber* | Member | Director – Representative of the French State |
* Alexis Zajdenweber has been a Member of the Appointments, Remuneration & Governance Committee since 5 October 2022.
| 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 oversees the selection process for potential candidates, may conduct its own research into candidates and may engage specialist consultants to assist in identifying potential candidates. It gives its opinion to the Board on proposed appointments to the Board Committees. It proposes to the Board the definition and updating of a diversity policy 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 and Chief Executive Officer is involved in the Committee’s work in the performance of this task, except with respect to work regarding his or her own succession.
With regard to remuneration, the Committee examines and gives an opinion on the corporate officer remuneration policy referred to in Article L. 22-10-8 of the French Commercial Code and on the principles and criteria used to determine and distribute all the factors comprising the Chairman and Chief Executive Officer’s remuneration and benefits of all kinds. It submits this opinion to the Board for discussion. The Chairman of the Committee also 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 remuneration of the executives of public companies, in accordance with which the Chairman and Chief Executive’s annual remuneration must not exceed the gross ceiling of €450,000. The Committee submits to the Board its opinion on the remuneration 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 be allocated to the Directors in return for their duties.
In terms of governance, the Committee oversees issues relating to corporate governance and ensures the implementation, within the Company’s corporate bodies, of the principles and rules in the AFEP-MEDEF Code in particular. It may make proposals concerning changes in the operation or powers of the Board or its internal Rules of Procedure. Every year, it conducts a review of the operation of the Board and its Committees and every three years supervises the formal audit conducted by an independent external consultant. Each year, the Committee examines the individual situations of the Directors in accordance with the independence criteria defined by the AFEP-MEDEF Code and reports its findings to the Board. In the event of appointment of new members of the Audit Committee, it 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 Director Board.
| 2022 | 2021 | |
|---|---|---|
| Number of meetings |
Number of meetings 20225 |
Number of meetings 20215 |
| Average attendance rate |
Average attendance rate 202290 % |
Average attendance rate 202195 % |
| Average duration of the meetings |
Average duration of the meetings 202242 minutes |
Average duration of the meetings 202144 minutes |
In 2022, the Committee reviewed:
The Committee did not need to seek any external technical advice or order any studies on issues falling within its remit during the 2022 fiscal year.
