SOMFY - Annual Financial Report 2020
02 MANAGEMENT BOARD MANAGEMENT REPORT
RESOLUTIONS TO BE SUBMITTED FOR VOTING IN THE EVENT OF REJECTION OF THE 11 TH RESOLUTION — ORDINARY SESSION Renewal of the term of office of Florence NOBLOT as member 29. of the Supervisory Board. Renewal of the term of office of Sophie DESORMIÈRE as 30. member of the Supervisory Board. Renewal of the term of office of Paule CELLARD as member of 31. the Supervisory Board. Non-replacement and non-renewal of the term of office of 32. Victor DESPATURE as member of the Supervisory Board. Approval of the remuneration policy for members of the 33. Supervisory Board. APPROVAL OF THE INFORMATION REFERRED TO IN PARAGRAPH I OF ARTICLE L. 22-10-9 OF THE COMMERCIAL CODE (resolution 5) — You will be asked to approve the information included in paragraph I of Article L. 22-10-9 of the Commercial Code, presented the paragraph “Information referred to in paragraph I of Article L. 22-10-9 of the Commercial Code” of the report on corporate governance included in the 2020 Annual Financial Report. APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID OR ALLOCATED DURING THE FINANCIAL YEAR JUST ENDED TO JEAN GUILLAUME DESPATURE, CHAIRMAN OF THE MANAGEMENT BOARD (resolution 6) — It will be proposed that you approve the fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to Jean Guillaume DESPATURE, Chairman of the Management Board, as presented in the report on corporate governance included in the 2020 Annual Financial Report, paragraph “Fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to the Chairman of the Management Board, members of the Management Board and the Chairman of the Supervisory Board”. APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID OR ALLOCATED DURING THE FINANCIAL YEAR JUST ENDED TO PIERRE RIBEIRO, MEMBER OF THE MANAGEMENT BOARD AND CHIEF FINANCIAL OFFICER (resolution 7) — It will be proposed that you approve the fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to Pierre RIBEIRO, member of the Management Board and Chief Financial Officer, as presented in the report on corporate governance included in the 2020 Annual Financial Report, paragraph “Fixed, variable and exceptional items comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to the Chairman of the Management Board, members of the Management Board and the Chairman of the Supervisory Board”.
Approval of the fixed, variable and exceptional items 8. comprising total remuneration and benefits of any kind paid or allocated during the financial year just ended to Michel ROLLIER, Chairman of the Supervisory Board. Approval of the remuneration policy for the Chairman of the 9. Management Board and the member(s) of the Management Board. Authorisation to be granted to the Management Board or the 10. Board of Directors, as applicable, for the buyback by the company of its own shares pursuant to Article L. 22-10-62 of the Commercial Code, duration of the authorisation, objectives, terms and conditions, cap. EXTRAORDINARY SESSION — Change to the company’s administration and management 11. form by adopting the Board of Directors form. Authorisation to be granted to the Management Board or the 12. Board of Directors, as applicable, to grant stock options to salaried employees and/or certain corporate officers of the company or related companies, duration of the authorisation, cap, exercise price, maximum option term. Powers to complete formalities. 13. RESOLUTIONS TO BE SUBMITTED FOR VOTING IN THE EVENT OF APPROVAL OF THE 11 TH RESOLUTION — EXTRAORDINARY SESSION Approval of the new wording of the company’s bylaws. 14. Transfer to the Board of Directors of the authorisations 15. granted to the Management Board by the General Meeting. Appointment of Jean Guillaume DESPATURE as Director. 16. Appointment of Florence NOBLOT as Director. 17. Appointment of Michel ROLLIER as Director. 18. Appointment of Sophie DESORMIÈRE as Director. 19. Appointment of Anthony STAHL as Director. 20. Appointment of Paule CELLARD as Director. 21. Appointment of Bertrand PARMENTIER as Director. 22. Appointment of Marie BAVAREL-DESPATURE as Director. 23. Fixed annual sum to be allocated to members of the Board of 24. Directors. Approval of the remuneration policy for the Chairman of the 25. Board of Directors. Approval of the remuneration policy for the Chief Executive 26. Officer. Approval of the remuneration policy for the Deputy Chief 27. Executive Officer. Approval of the remuneration policy for the Directors. 28. ORDINARY SESSION
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SOMFY – ANNUAL FINANCIAL REPORT 2020
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