Universal Registration Document 2023

3. Governance and Compensation - AFR

Main missions and activities in 2023

The missions of the Compensation Committee are detailed in article 8 of the Supervisory Board’s internal rules and regulations. Pursuant to article 19.2 of the Afep‑Medef Code, the duties of the Compensation Committee and the main work completed in 2023 are as follows:

Missions Main work completed in 2023

Missions
  • Issue a recommendation on the amount and division of compensation allocated to members of the Supervisory Board;
  • review 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 2023
  • Review of the annual variable compensation: setting the variable compensation package for employees with respect to the 2022 financial year;
  • review of bonuses offered to Management Committee members and compensation revisions for 2023;
  • 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 the 2022 financial year;
  • recommendation on the compensation policies of corporate officers for 2023;
  • work on the implementation of a share retention agreement for the Chairman of the Management Board;
  • review of the methods for granting shares to the Chairman of the Management Board under the LTIP 2023 Président du Directoire plan;
  • review of the methods for granting shares to members of the Management Board under the LTIP 2023 Membres du Directoire plan;
  • information on increases and recruitment of managers for country and regional Executive Committees;
  • restitution of an audit on the benefits (various benefits provided in addition to the salary) for employees;
  • analysis of the expectations of shareholders and proxy advisory firms to improve the compensation policy in 2024;
  • reflection on the share plan package for 2024;
  • review of employee career paths in terms of responsibilities and remuneration, which will be extended in 2024; and
  • analysis of the living wage within the Groupe.