Universal Registration Document 2022

Groupe Profile

Missions

  • issue a recommendation on the amount and division of compensation allocated to members of the Supervisory Board;
  • study and propose to the Supervisory Board the elements of compensation and benefits to executive corporate officers in the Company, and particularly the variable compensation, as well as the attribution of stock subscription or purchase options, performance shares and all other elements of compensation (termination benefits, pension, non-compete clauses, etc.);
  • propose to the Supervisory Board the draft resolutions,to be submitted to the General Shareholders’ Meeting, on the compensation policy for corporate officers, the information relating to this compensation and the elements comprising this compensation;
  • approve the fixed, variable and exceptional compensation conditions making up the total compensation and benefits of any kind for the Company’s head office executives, members of the Management Committee and Executive Committees of the major countries; and
  • in general terms, approve, prior to any decision of the Management Board, the variable compensation systems, and policies in the area of compensation, awarding of stock options, free shares or performance shares, or any similar instrument.

Main work completed in 2022

  • review of the annual variable compensation: setting the variable compensation package for employees in financial year 2021;
  • approval of the Management Board’s proposal to pay an exceptional bonus linked to loyalty and performance delivered during the health crisis for employees who do not normally receive a bonus;
  • review of the performance criteria and determination of the variable and fixed compensation of the Chairman of the Management Board and the members of the Management Board in financial year 2021;
  • review of the Groupe’s compensation practices in relation to the compensation of the CAC 40 and comparable companies in the same business sector;
  • recommendation on the compensation policies of corporate officers for 2022;
  • review of the methods for granting shares to the Chairman of the Management Board under the LTIP 2022 Président du Directoire plan;
  • review of the methods for granting shares to members of the Management Board under the LTIP 2022 Members of the Directoire plan;
  • information on increases and recruitment of managers for country and regional Executive Committees;
  • review of the deliveries of shares to the Groupe’s executive directors for 2023 and the LTIP 2023 budget; and
  • reflection on the implementation of an employee shareholding plan.
Strategy and Risk Committee
Number of members Number of meetings in 2022 Percentage of independent members(1) Attendance rate Parity rate(1)
Number of members

7 including one member representing employees

 Number of meetings in 2022

2

 Percentage of independent members(1)

67%

 Attendance rate

100%

 Parity rate(1)

33% Women 67% Men
  1. Excluding the member representing employees.
Composition of the Strategy and Risk Committee as of the date of this document

The Strategy and Risk Committee is composed of a majority of independent members and is chaired by Marie-Josée Kravis.

  Personal information      
  Age(1) Gender Nationality Independent member(2) Year(s) on the Board Attendance
Marie-Josée Kravis (Chair) 73 F American Yes 12 100%
Maurice Lévy 80 M French No 5 100%
Simon Badinter 54 M French and American No 23 100%
Thomas H. Glocer 63 M American Yes 6 100%
Antonella Mei-Pochtler 64 F Italian Yes 3 100%
Tidjane Thiam 60 M French and Ivorian Yes <1 100%
Pierre Pénicaud (Member representing employees) 59 M French n/a 5 100%
  1. At December 31, 2022.
  2. With regard to the independence criteria set out in the Afep-Medef Code.

M:male – F: female

n/a: not applicable