The fixed compensation is determined by taking into account:
The level of fixed compensation is reviewed every two years for members of the Management Board and other Groupe executives in order to regularly assess its relevance and competitiveness.
Compensation of the members of the Management Board is generally reassessed at relatively long intervals, in accordance with the Afep-Medef Corporate Governance Code recommendations, and when such a revision is justified, for example in the event of a change in scope or an adjustment relative to market practices or internal practices.
The annual variable compensation is intended to represent a substantial, but not predominant, portion (from 25% to 33%), of the total annual compensation of the Chairman and members of the Management Board, if objectives set are achieved. It encourages overperformance as a specific reward is paid when their objectives are exceeded.
Annual variable compensation is subject to measurable and verifiable performance conditions for both financial and non-financial objectives.
No minimum amount is guaranteed. Annual variable compensation is calculated, if applicable, on a prorata basis for the year of the start of the term of office to the year of the end of the term of office.
It is based on several criteria whose performance is measurable. These criteria are assessed separately and take into account:
These parameters are determined in advance for each financial year and proposed by the Compensation Committee to the Supervisory Board for approval.
Detailed elements of annual variable compensation for the 2023 financial year are explained in Section 3.2.1.5 for the Chairman of the Management Board and Sections 3.2.1.6 to 3.2.1.7 for the other members of the Management Board.
In addition to the possible derogation provided for in paragraph 2 of Article L. 22-10-26 III of the French Commercial Code and to ensure that the application of the compensation policy reflects both the performance of the Chairman and the members of the Management Board as well as the Groupe, the Supervisory Board, upon the recommendation of the Compensation Committee, may take into account, if applicable, certain unpredictable and specific circumstances that may affect the assessment of the performance of the Chairman and the members of the Management Board, such as, for example, a substantial change to the Groupe’s scope or the missions entrusted to a top executive, a major event affecting the markets or structural changes affecting our industry.
In this context and on an exceptional basis, the Supervisory Board reserves the right to decide on a specific and discretionary adjustment to the performance criteria (weighting, trigger thresholds, targets, objectives, etc.) attached to the annual variable compensation, both upwards and downwards, and within the limit of the ceiling set for these components in the compensation policy. It is stipulated that the Supervisory Board shall take into account in its assessment, the actual performance of the Chairman or the members of the Management Board concerned, in view of the favorable or unfavorable impact on the Groupe’s overall performance, the Groupe’s relative positioning compared to its competitors and the payments made to shareholders and employees over the period.
In the assumption that the Supervisory Board uses this adjustment clause, it will communicate all usefull information on the proposed adjustment. This information would also be included in the corporate governance report that will be presented to the General Shareholders’ Meeting.
Finally, it should be noted that whenever this adjustment clause is implemented regarding a variable or exceptional item, the payment of the corresponding amounts will in any event be subject to a positive ex-post vote of the General Shareholders’ Meeting.
