Eurazeo / 2019 Universal Registration Document

Governance Activity of specialized committees

COMPENSATION, APPOINTMENT AND GOVERNANCE (CAG) COMMITTEE

Parity (1)

Members as of December 31, 2019 M. George Pauget (2) , Chairman independant Mme Anne Dias, independant La société JCDecaux Holding SAS (represented by Emmanuel Russel) M. Roland du Luart Mme Françoise Mercadal-Delasalles independant M. Olivier Merveilleux du Vignaux

2

4

meetings 5

Women

Men

M. Christophe Aubut, employee representative as permanent guest

attendance rate (1)

3

Members (1) 6

93.3%

Independent members

(1) Excluding the permanent guest (2) Georges Pauget became Chairman of the CAG Committee on February 5, 2019 DUTIES

2019MAIN ACTIVITIES

The main tasks of the CAG Committee are to: • Make proposals to the Supervisory Board concerning: • compensation of the Chairman, Vice-Chairman and • membersof the Executive Board, amount of attendancefees submitted for approval to • the Shareholders' Meeting, grants of share subscriptionor purchase options and • grants of free performanceshares to Executive Board members. Determination,on the basis of quantitativeand qualitative • criteriafor the previousyear'sperformance,of the amount of variable compensation,which may range from 0% to 150% of the basic variable compensation.Tables showing the fixed/variable breakdown of each Executive Board member's compensation are presented in Section 5.8.2 “Breakdownof compensationdue or awardedto corporate officers in respect of fiscal year 2019” of this Universal Registration Document. Recommendationson the appointment,reappointmentand • dismissal of Supervisoryand Executive Board members, as well as the succession planfor corporateofficers. Preparationof the assessmentof the work of the Supervisory • Board. Annualreviewof the situationof membersof the Supervisory • Boardwithrespectto ruleslimitingthe numberof officesheld and the independencecriteria adopted by the Board, and recommendations as to the status of the members of the SupervisoryBoard. Each year, a point is includedon the agenda of a committeemeetingregardingthe performance of theSupervisoryBoard'sactivities.

The CAG Committee met five times in 2019. • It was consultednotably on: •

determinationof thevariablecompensationof Executive • Board membersdue in respect of2018(paidin 2019), compensation policy for 2019 and in particular • determiningnew performanceconditionsapplicableto share purchase options and performance shares, principlesgoverningany capital increasesreserved for • employees, determinationof criteriaandobjectivesfor 2019variable • compensationforExecutiveBoard members, and implementationof an Executive Board successionplan. • It submittedits recommendationsto the Board regarding • renewal of the terms of office of Supervisory Board membersexpiringat the Shareholers'Meetingsin 2019and 2020. Followingtheannualassessmentof Boardactivities,the CAG • Committee reviewed the improvementsmade in 2019 in responseto recommendationsmade as part of the formal assessment in December 2018, pursuantto the AFEP-MEDEF Code(seeSection5.5.2"ActivitiesoftheSupervisoryBoard"). The committeealso reviewed the report on occupational • and wage equalitybetweenmen and womenand the key pointsof the AMFandHCGEreportson compensationand governance issues. Committee meetings setting the compensation of • executive corporate officers are held without the presence of Executive Board members when discussing these issues. Total attendance fees allocated to Committee members • in respectof fiscalyear2019,in proportionto theirattendance at meetings, totaled €91,500 (including €22,500 for the Chairman).

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