Universal Registration Document 2024

Glossary

Activities

The main work carried out in 2024 is as follows:

  Main work completed in 2024: 
Compensation policy for executive corporate officers Compensation policy for executive corporate officers

Main work completed in 2024: 
  • review of the performance criteria and determination of the variable and fixed compensation of the Chair and the members of the Management Board in the financial year 2023;
  • recommendation on the compensation policies of corporate officers for 2024;
  • analysis of the expectations of shareholders and proxy advisory firms to improve the compensation policy in 2025.
Employees compensation Employees compensation

Main work completed in 2024: 
  • review of the annual variable compensation; setting the variable compensation budget for employees with respect to the financial year 2023;
  • review of bonuses offered to Directoire+ members and to the Management Committee and compensation revisions for 2024;
  • information on increases and recruitment of managers for the main country and regional Executive Committees;
  • work on the adequate wage and pay equity in the Groupe.
Share plans Share plans

Main work completed in 2024: 
  • validation of the performance of the LTIP 2021-2023 Directoire plan;
  • review and approval of the budgets for the Groupe’s 2024 action plans;
  • recommendation on the grant of shares under the Epsilon 2024 plan;
  • reflection on the share plan package for 2025.

The Chairman and Chief Executive Officer and the Secretary General are invited to all Committee meetings (excluding meetings dealing with their compensation).

3.1.4.4 Strategic, Environmental and Social Committee

The Strategic, Environmental and Social Committee is the result of the merger of the Strategy and Risk Committee and the ESG Committee of the Supervisory Board with effect from May 29, 2024 merger helping to clarify and strengthen the role of the Board Committees under the new governance model(1).

For greater clarity, the composition and activities of the three Committees during the financial year are detailed in this section.

Composition

As of the date of this document, the Strategic, Environmental and Social Committee is composed of a majority of independent members and is chaired by Mrs. Marie-Josée Kravis, independent Director.

  Until May 29, 2024 Until May 29, 2024 As of the date of this document
  STRATEGY AND RISK COMMITTEE ESG COMMITTEE STRATEGIC, ENVIRONMENTAL AND SOCIAL COMMITTEE
Number of meetings in 2024 1 1 1
Number of members 7 4 7
Independent Chair(1) Marie-Josée Kravis Suzan LeVine Marie-Josée Kravis
Independent members(1) Antonella Mei-Pochtler Antonella Mei-Pochtler Antonella Mei-Pochtler
Thomas H. Glocer – Thomas H. Glocer
Tidjane Thiam – Tidjane Thiam
Non-independent members Maurice Lévy Sophie Dulac Sophie Dulac
Simon Badinter – Simon Badinter
Pierre Pénicaud(2) Patricia Velay-Borrini(2) Pierre Pénicaud(2)
Independence rate(1)(3) 67% 67% 67%
Overall Committee attendance rate 86% 100% 100%
Gender balance rate 33% women 67% men 100% women 43% women 57% men

(1) ESRS 2 GOV-1-22 (a)