BIC_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Administrative and management bodies

Compensation Committee (since October 24, 2017) Composition Elizabeth Bastoni – Chairman (Independent Director), who ● succeeded Frédéric Rostand as Chairman in May 2017 Marie-Henriette Poinsot ● Candace Matthews (Independent Director), member of this ● Committee since May 10, 2017 Vincent Bedhome (Director representing the employees), member ● of this Committee since December 13, 2017 2 Independent Members out of 4 → 2/3 independent membership (the Director representing the employees is not included when calculating this percentage in accordance with the AFEP-MEDEF Code). Main remits The Compensation Committee issues recommendations, regularly examines and challenges: the compensation policy for the Board of Directors, Chief ● Executive Officer and the Executive Vice-Presidents; procedures for the establishment of compensation and/or ● benefits for the Chairman of the Board, the Chief Executive Officer and the Executive Vice-Presidents; total amount and allocation of Directors’ attendance fees; ● in collaboration with the Audit Committee, performance metrics, ● and annual assessment of the performance of the Chief Executive Officer and the Executive Vice-Presidents in light of the objectives assigned to them by the Board of Directors; Long-Term Incentive Plans for the Company’s Executive ● Corporate Officers and employees; competitiveness of all elements of compensation of the ● Leadership Team. The Committee is also kept informed of the application of the compensation policy of the Group. 2017 main activities The Compensation Committee met once. The rate of attendance was 100%. The Committee’s activity focused specifically on: the 2018 compensation policy for the Chairman, the Chief ● Executive Officer and the Executive Vice-Presidents; final review of free share plans for 2018. ●

Main remits Until October 24, 2017, the Compensation and Nomination Committee was responsible for: examining the compensation of Corporate Officers and of the ● members of the General Management and making proposals to the Board of Directors. The Committee’s responsibilities also included Group compensation policy, benefits, and free share awards; proposing the appointment of new Directors to the Board of ● Directors, ensuring that the Board of Directors includes Independent Directors; examining and proposing to the Board of Directors the succession ● plan for Corporate Officers, in the event of unforeseeable vacancy. 2017 main activities The Compensation and Nomination Committee met twice in 2017. The attendance rate was 100%. The Committee’s activity focused specifically on: details and level of compensation for the Chairman of the Board; ● details and level of base compensation, plus annual bonuses and ● long-term incentives for the CEO and Executive Vice-Presidents; determination of the criteria and annual targets used to calculate ● their variable compensation for 2017; details of their supplementary pension plans and other benefits; ● analysis of the positioning of the total compensation of the ● Corporate Officers and of the management; principles and amounts of free share awards subject to ● performance conditions, portion of the grant dedicated to Corporate Officers, determination of three-year targets that govern these awards, in addition to the principles in the case of departure from the Company; principles and number of free shares granted to employees ● without performance conditions; analysis of the compliance with AFEP-MEDEF recommendations; ● preparation of the Corporate Officer Succession Plan (for which ● the contribution of the Chairman of SOCIÉTÉ BIC has been requested). The Committee also gave its opinion on the compensation of the Leadership Team and on the practice of the compensation policy in the Group. Bruno Bich, Chairman of the Board of Directors and Chief Executive Officer, took part in the Committee work for certain topics and in particular the succession plan.

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BIC GROUP - 2017 REGISTRATION DOCUMENT

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