2021 Universal Registration Document

3 CORPORATE GOVERNANCE Compensation policy

Compensation of the Chief Executive Officer (principles also applicable for any Deputy Chief Executive Officers) c.

Items of compensation Annual fixed compensation


Determination by the Board of Directors, acting on a recommendation by the Compensation Committee (taking into account the responsibilities held, experience, plus internal and external benchmarking)

Annual variable compensation

Amount: 60% of annual fixed compensation if targets are met; p capped at 100% of annual fixed compensation; p criteria: 75% based on one or more quantifiable targets, •

25% based on meeting one or more precisely defined qualitative targets • consistent with the Group’s strategy and organisation, its corporate responsibility policy (CSR) and/or the assessment of the company officer’s performance; payment subject to shareholder approval of all items of compensation at an p Ordinary General Meeting. In the specific case of Vincent Paris, for the period covering January and February 2022 (amount at issue: €50k), the Board decided not to set any targets in light of the quality of the handover between Vincent Paris and Cyril Malargé and the impossibility of determining meaningful quantifiable or qualitative targets over a period of a month and a half. Applicable, by decision of the Board of Directors, in case of very specific circumstances (spin-off and listing of a subsidiary, merger, etc.) Payment subject to shareholder approval of all items of compensation at an Ordinary General Meeting and in all circumstances capped at 100% of annual fixed compensation Eligibility for long-term incentive plans set up by the Group for its senior managers (capped at 100% of annual compensation if targets are met per plan) These plans are subject to continued employment and to strict performance conditions based on targets that are at least equal to any guidance targets disclosed to the market Vesting period of at least three years Obligation to hold 50% of the shares that will vest under these plans for the entire duration of the recipient’s term of office Commitment not to engage in any hedging transactions with respect to performance shares held until the expiry of these plans or of the applicable holding period Not applicable (except in case of appointment by the Board of Directors of the Company. Appointments held at Group subsidiaries do not give rise to any compensation) Company car; contribution to the GSC unemployment insurance for executives Not applicable Not applicable Not applicable

Variable deferred compensation Multi-year variable compensation

Deferment periods; option of asking for variable compensation to be returned

Exceptional compensation

Share options, performance shares and any other long-term items of compensation

Compensation referred to in Article L. 22-10-14 of the French Commercial Code

Any other benefits

Severance pay/benefit payable upon change of duties

Not applicable Not applicable Not applicable

Non-compete payment

Supplementary pension plan


10%: Compensation Committee; p 10%: Nomination, Governance, Ethics and Corporate p Responsibility Committee. The total amount of this compensation is apportioned: among those members attending meetings of the Board and its p committees (Directors and Non-Voting Directors); in proportion to their actual attendance at such meetings, p whether in person or remotely. Additional weightings are applied based on attendance, as follows:

The compensation policy applicable to members of the Board of Directors stipulates that the compensation referred to in Article L. 225-45 of the French Commercial Code shall be apportioned among the members of the Board of Directors and its committees as follows:

60%: Board of Directors; p 20%: Audit Committee; p



Made with FlippingBook - Online catalogs