QUADIENT - 2020 Universal Registration Document

CORPORATE GOVERNANCE REPORT Committees

Committees 2.2

The attendance rate of directors at Committees is detailed below:

Strategy & corporate social responsibility Committee Chair: R.Troksa

2

Audit Committee Chair: É. Courteille

Appointments and Remuneration Committee Chair: V.Mercier

100

Martha Bejar

100 100

100

Hélène Boulet-Supau

Éric Courteille

100

Virginie Fauvel

100

William Hoover Jr.

100 100 100

100

Vincent Mercier

Richard Troksa

Nathalie Wright

2.2.1

APPOINTMENTS AND REMUNERATION COMMITTEE

Indicators

2020

2019

Number of meetings

5

4

100

100

Average attendance rate

Number of members

3

3

of independent directors

100

100

As of 2020, this Committee is composed of three independent directors and met five times with a 100 attendance percentage. The average length of meetings was 90 minutes. Since 24 September 2018, this Committee is composed of Vincent Mercier (Chairman), Virginie Fauvel and Hélène Boulet-Supau. The Appointments and Remuneration Committee is in charge of: proposing the definition of independent director and, ● where necessary, issuing an opinion on the independence of a director and suggest to the Board any changes in its composition; preselecting candidates for the Board according to ● various criteria relevant to the Company's need; ensuring the adequacy of the current composition, to ● the desirable evolution of the Board and to the Group’s strategy; maintaining the required number of independent ● directors on the Board; setting a succession plan for the Chairman and the ● Chief Executive Officer; considering all matters relating to the rights and ● obligations of members of the Board of Directors;

proposing to the Board of Directors the remuneration ● policy for the Chairman and the Chief Executive Officer, including retirement, end-of-career or termination payments, various benefits and award of stock options and for free shares; recommanding the remuneration policy for directors ● and the way in which it is to be allocated, based on the contribution of each of the members to the Board and to the specialized committees including ad-hoc Committees from time to time; examining the Group’s compensation policy; ● reviewing the figures on remuneration, which will be ● published in this report and in the annex to the individual financial statements. The Committee is also informed by General Management of the level of remuneration of the main senior managers. The Appointments and Remuneration Committee primarily interacts with General Management and the human resources department. It may commission any specific study that it deems necessary, and may involve external experts. In any case it may refer to salary surveys and relevant benchmarking conducted by the human resources department. When resolving on remuneration, Committees are preceded by preparatory meetings between the Chairman of the committee, the human resources Director and, where applicable, the Chief Executive Officer.

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UNIVERSAL REGISTRATION DOCUMENT 2020

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