2024 universal registration document

9. Appendices

Components of the 2024 Management Report Main references Pages
Corporate governance Corporate governance

Main references

 

Corporate governance

Pages

 

Information on remuneration Information on remuneration

Main references

 

Information on remuneration

Pages

 

Remuneration policy for corporate officers

Remuneration policy for corporate officers

Main references

Article L. 22-10-8, I., paragraph 2 of the French Commercial Code

Remuneration policy for corporate officers

Pages

108-123

Remuneration and benefits in kind paid during or awarded in respect of the financial year to each corporate officer

Remuneration and benefits in kind paid during or awarded in respect of the financial year to each corporate officer

Main references

Article L. 22-10-9, I., 1° of the French Commercial Code

Remuneration and benefits in kind paid during or awarded in respect of the financial year to each corporate officer

Pages

124-130

Relative proportion of the fixed and variable remuneration

Relative proportion of the fixed and variable remuneration

Main references

Article L. 22-10-9, I., 2° of the French Commercial Code

Relative proportion of the fixed and variable remuneration

Pages

113

Use of the "claw back" possibility to claim the return of variable remuneration

Use of the "claw back" possibility to claim the return of variable remuneration

Main references

Article L. 22-10-9, I., 3° of the French Commercial Code

Use of the "claw back" possibility to claim the return of variable remuneration

Pages

N/A

Commitments of any kind made by the Company for the benefit of its directors and corporate officers, corresponding to elements of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their duties, or thereafter

Commitments of any kind made by the Company for the benefit of its directors and corporate officers, corresponding to elements of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their duties, or thereafter

Main references

Article L. 22-10-9, I., 4° of the French Commercial Code

Commitments of any kind made by the Company for the benefit of its directors and corporate officers, corresponding to elements of remuneration, indemnities or benefits due or likely to be due as a result of the assumption, termination or change in their duties, or thereafter

Pages

132-134

Remuneration paid or granted by a company included in the scope of consolidation pursuant to Article L. 233-16 of the French Commercial Code

Remuneration paid or granted by a company included in the scope of consolidation pursuant to Article L. 233-16 of the French Commercial Code

Main references

Article L. 22-10-9, I., 5° of the French Commercial Code

Remuneration paid or granted by a company included in the scope of consolidation pursuant to Article L. 233-16 of the French Commercial Code

Pages

N/A

Ratios between the remuneration of each corporate officer and the average and median remunerations of the Company employees

Ratios between the remuneration of each corporate officer and the average and median remunerations of the Company employees

Main references

Article L. 22-10-9, I., 6° of the French Commercial Code

Ratios between the remuneration of each corporate officer and the average and median remunerations of the Company employees

Pages

131-132

Annual change in the remuneration, the Company’s performances, the average remuneration of the Company employees and the above-mentioned ratios over the five past financial years

Annual change in the remuneration, the Company’s performances, the average remuneration of the Company employees and the above-mentioned ratios over the five past financial years

Main references

Article L. 22-10-9, I., 7° of the French Commercial Code

Annual change in the remuneration, the Company’s performances, the average remuneration of the Company employees and the above-mentioned ratios over the five past financial years

Pages

131-132

Explanation on how the total remuneration complies with the remuneration policy adopted, including the way it contributes to long term performances of the Company and the way the performance criteria has been applied

Explanation on how the total remuneration complies with the remuneration policy adopted, including the way it contributes to long term performances of the Company and the way the performance criteria has been applied

Main references

Article L. 22-10-9, I., 8° of the French Commercial Code

Explanation on how the total remuneration complies with the remuneration policy adopted, including the way it contributes to long term performances of the Company and the way the performance criteria has been applied

Pages

108-110, 124-130

Manner in which the vote of the last ordinary general meeting provided for by I of Article L. 22-10-34 of the French Commercial Code has been taken into account

Manner in which the vote of the last ordinary general meeting provided for by I of Article L. 22-10-34 of the French Commercial Code has been taken into account

Main references

Article L. 22-10-9, I., 9° of the French Commercial Code

Manner in which the vote of the last ordinary general meeting provided for by I of Article L. 22-10-34 of the French Commercial Code has been taken into account

Pages

106-108

Derogation from the remuneration policy and any other derogations

Derogation from the remuneration policy and any other derogations

Main references

Article L. 22-10-9, I., 10° of the French Commercial Code

Derogation from the remuneration policy and any other derogations

Pages

122-123

Application of Article L. 225-45, paragraph 2 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with gender balance on the Board of Directors)

Application of Article L. 225-45, paragraph 2 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with gender balance on the Board of Directors)

Main references

Article L. 22-10-9, I., 11° of the French Commercial Code

Application of Article L. 225-45, paragraph 2 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to comply with gender balance on the Board of Directors)

Pages

N/A

Attribution and retention of stock options by directors and corporate officers

Attribution and retention of stock options by directors and corporate officers

Main references

Article L. 225-185 of the French Commercial Code

Attribution and retention of stock options by directors and corporate officers

Pages

135-137

Attribution and retention of free share grants to corporate officers

Attribution and retention of free share grants to corporate officers

Main references

Articles L. 225-197-1 and L. 22-10-59 of the French Commercial Code

Attribution and retention of free share grants to corporate officers

Pages

135-137

Information on governance Information on governance

Main references

 

Information on governance

Pages

 

List of all terms of office and functions held in any company by each director and corporate officer during the financial year

List of all terms of office and functions held in any company by each director and corporate officer during the financial year

Main references

Article L. 225-37-4 , 1° of the French Commercial Code

List of all terms of office and functions held in any company by each director and corporate officer during the financial year

Pages

66-79

Agreements between an Executive Officer or a major shareholder and a subsidiary

Agreements between an Executive Officer or a major shareholder and a subsidiary

Main references

Article L. 225-37-4 , 2° of the French Commercial Code

Agreements between an Executive Officer or a major shareholder and a subsidiary

Pages

N/A

Table summarising the authorisations in force in respect of capital increases, as granted by the Annual General Meeting

Table summarising the authorisations in force in respect of capital increases, as granted by the Annual General Meeting

Main references

Article L. 225-37-4 , 3° of the French Commercial Code

Table summarising the authorisations in force in respect of capital increases, as granted by the Annual General Meeting

Pages

388-389

Procedures for exercising the General Management

Procedures for exercising the General Management

Main references

Article L. 225-37-4 , 4° of the French Commercial Code

Procedures for exercising the General Management

Pages

54-56

Composition, preparation and operating methods of the Board of Directors

Composition, preparation and operating methods of the Board of Directors

Main references

Article L. 22-10-10, 1° of the French Commercial Code

Composition, preparation and operating methods of the Board of Directors

Pages

57, 84-94

Description of the diversity policy, objectives and results applied to Board members (including application of the principle of balanced representation of women and men on the board)

Description of the diversity policy, objectives and results applied to Board members (including application of the principle of balanced representation of women and men on the board)

Main references

Article L. 22-10-10, 2° of the French Commercial Code

Description of the diversity policy, objectives and results applied to Board members (including application of the principle of balanced representation of women and men on the board)

Pages

58-65

Limits provided by the Board of Directors on Chief Executive Officer’s powers

Limits provided by the Board of Directors on Chief Executive Officer’s powers

Main references

Article L. 22-10-10, 3° of the French Commercial Code

Limits provided by the Board of Directors on Chief Executive Officer’s powers

Pages

99

Reference to the AFEP-MEDEF Code of Corporate Governance and application of the comply or explain principle

Reference to the AFEP-MEDEF Code of Corporate Governance and application of the comply or explain principle

Main references

Article L. 22-10-10, 4° of the French Commercial Code

Reference to the AFEP-MEDEF Code of Corporate Governance and application of the comply or explain principle

Pages

54, 137

Specific conditions related to shareholders’ attendance at the Annual General Meeting

Specific conditions related to shareholders’ attendance at the Annual General Meeting

Main references

Article L. 22-10-10, 5° of the French Commercial Code

Specific conditions related to shareholders’ attendance at the Annual General Meeting

Pages

387

Description and implementation of the evaluation procedure of non-regulated agreements

Description and implementation of the evaluation procedure of non-regulated agreements

Main references

Article L. 22-10-10, 6° of the French Commercial Code

Description and implementation of the evaluation procedure of non-regulated agreements

Pages

85, 91, 105