5.4.2. Work organisation
The Committee meets when convened by its Chairman/ Chairwoman, whenever the Chairman/Chairwoman or Board deem it necessary. The agenda of the meetings is set by the Chairman/Chairwoman of the Committee, or together with the Board of Directors where the Board calls the meeting.
The Committee may meet at any time it considers to be appropriate, for example to assess the performance of the Company’s senior managers.
The Chairman/Chairwoman of the Board is involved with its work, except where it concerns him or her personally. The Committee is required to report regularly on its work to the Board and make proposals to the Board.
Directors receive a remuneration for their duties, the amount of which is approved by the Ordinary General Meeting and allocated as decided by the Board.
The main component of this remuneration is a variable portion determined on the basis of attendance at Board and Committee meetings.
The Board of Directors may award exceptional remuneration for specific assignments or offices entrusted to the Directors and subject to related-party agreements.
The Directors have the possibility of asking for reimbursement of the expenses necessary for the exercise of their corporate office upon presentation of supporting documents.
Pursuant to Article L. 22-10-8 of the French Commercial Code, the Annual General Meeting of 29 April 2025 is called to approve the remuneration policies for Directors and corporate officers as established by the Board of Directors (14th to 16th resolutions), i.e., the remuneration of:
These policies describe all the components of remuneration of the Directors and corporate officers, and explain the decision-making process followed to determine, review and implement them.
For the record, the Annual General Meeting of 23 April 2024 approved the remuneration policy for Directors by 99.90% of votes cast, for the Chairman of the Board of Directors by 97.90% and for the Chief Executive Officer by 93.11%. As it does each year, on the basis of the work carried out by the Nominations and Governance Committee, in 2024 the Board of Directors analysed the results of the votes for all of the resolutions approved at the Annual General Meeting, paying particular attention to any resolutions that had an approval rate of less than 80% of the free float. In 2024 none of the resolutions relating to Directors' and corporate officers’remuneration had an approval rate less than or equal to this 80% threshold.
At its meeting on 13 March 2025, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided to:
At its meeting on 13 March 2025, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided to propose to the Annual General Meeting on 29 April 2025, when the shareholders will be asked to re-appoint Nicolas Hieronimus as a Director, changes to the Chief Executive Officer's remuneration policy.
Each of the components of the Chief Executive Officer's remuneration package has been analysed in depth to ensure notably that it is competitive both within the Group and with regard to the market, and that it is directly aligned with the Group's overall business strategy and shareholders' interests.
If the Annual General Meeting of 29 April 2025 approves the remuneration policy for the Chief Executive Officer, all of the policy's components will apply from 1 January 2025.
