2021 Universal Registration Document


Administrative and management bodies

Key work in 2021 The Remuneration Committee met five times in 2021 with an attendance rate of 100%. The Committee’s work during the year focused on discussions and/or recommendations regarding the: level of remuneration for the Chair of the Board and Board ● members and related payouts; level and competitiveness of remuneration for the Chief ● Executive Officer and the Executive Vice-Presidents, related details (peer group review) and payouts; criteria and related targets to be used for the variable ● remuneration of the Chief Executive Officer and the Executive Vice-Presidents; design, level and granting of long-term stock-based incentive ● plans, including the Achieving Horizon Stock Option Plan; review of the remuneration of Executive Committee members; ● review of the shareholding guidelines and current and ● anticipated status for each Executive Committee member; review of the incentive philosophy and structure. This includes ● the possibility of using different stock-based awards to further engage and reward our employees, including the Sharing Horizon employee share plan; review of remuneration-related documentation to be disclosed ● in the Universal Registration Document (Say on Pay) and the resolutions on remuneration policy for the General Meeting of Shareholders’ Meeting; review of benchmark companies for remuneration packages ● for the Board, Chair and all executives. The non-executive Chair of the Board of Directors, and the Chief Executive Officer, attended Committee meetings for certain topics. The Chief Executive Officer did not attend any discussion regarding his own remuneration. Nominations, Governance and CSR Committee c) Membership Elizabeth Bastoni – Chair (Independent Director); ● Marie-Aimée Bich-Dufour; ● Candace Matthews (Independent Director). ● Two Independent Members out of three.

Main remit The Nominations, Governance and CSR Committee’s role includes:

1. Nominations To regularly examine issues concerning membership of the ● Board of Directors, the required skills mix and opportunities to further strengthen the skill set of Board members. To propose the criteria for selecting the members of the Board ● of Directors and to make a recommendation on the renewal of sitting Directors (1) . To propose development plans for the Board both individually ● and collectively. To organize and implement a process for selecting Directors ● and the Chair of the Board of Directors (2) . To lead the objective setting and annual performance and ● development review of the CEO. To prepare a succession plan for the Chair of the Board, the ● CEO and for Executive Corporate Officers in the event of an unforeseeable vacancy, as well as the long-term succession (3) . The Committee is informed of the succession plan and the appointment of Leadership Team Members/EXCOM and in some cases has participated in the recruitment of key Leadership Team Members. In some cases, the Chair of the Board and the CEO worked alongside the Committee. 2. Governance To evaluate the classification of Directors as Independent. ● To ensure that the Board of Directors makes a regular ● assessment of its operating methods and those of the Committees. To monitor and actively participate in corporate governance ● compliance. More generally, to deal with any issue posing a significant risk ● in terms of human capital or involving governance referred to it by the Board of Directors. 3. Corporate Social Responsibility To review and discuss the report on social, societal and ● environmental responsibility, the steps taken by the Group and its policy. To review and monitor the progress made against the strategy ● and commitments taken. To ensure the Group’s compliance with laws and regulations ● pertaining to gender and wage equality and review the related indicators. The members of the committee each holds specific expertise on CSR matters: Elizabeth Bastoni for HR issues, Candace Matthews for ethics and Company reputation and Marie-Aimée Bich-Dufour for Sustainable Development matters.

The selection criteria are based on a desired skills mix on the Board of Directors. The Board introduced a skills matrix to ensure that the skills on the (1) Board are properly aligned with the business strategy and the work of the Board. The Committee works with the Chair and CEO, as appropriate, on any such search. (2) The Chair of the Board of Directors and the CEO are involved, as appropriate, in such matters. (3)



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