In accordance with the AFEP/MEDEF Code, the Selection and Remuneration Committee is chaired by an independent Director and none of its members is an Executive Director.
The Committee’s members are Orla NOONAN, Chairwoman and independent Director, Catherine DUSSART, independent Director, Sophie LEVEAUX, Employees representative Director and Olivier ROUSSAT.
The Selection and Remuneration Committee is governed by the AFEP/MEDEF Code that set forth its tasks and duties.
Concerning the Board of Directors composition, organisation and operation, the committee’s remit is to:
■ periodically examine questions concerning the composition, organisation and operation of the Board of Directors and to make recommendations to the Board;
■ make reports and recommendations to the Board of Directors to appoint, reappoint or to terminate the mandate of a Director or an Executive Director:
- ensure a balanced and diversed Board of Directors,
- ensure that the Board of Directors is made up of at least one third of independent persons,
- ensure that each Director has enough skill, experience and knowledge to participate effectively in the Committee works;
■ examine the independence of each Director in accordance with the AFEP/MEDEF Code criteria;
■ examine the projects of new Committees (others than ad hoc Committees the Board may form for significant works) and make proposals on their tasks and membership;
■ make recommendations on how to govern (uniqueness or separation of the position of Chairman and Executive Director, etc.);
■ design a plan for replacement of Executive Directors;
■ examine the draft report on the corporate governance and submitt its comments to the Board;
■ take part to the evaluation procedure of the Board referred in Article 6 of the Rules of Procedure.
Concerning the remunerations :
■ propose to the Board of Directors the remuneration for Executive Corporate Officers and the benefits of whatever kind made available to them;
■ propose, to this effect, and check each year that the rules for defining the variable portion of the remuneration of executive corporate officers and ensure that the remuneration is commensurate with the assessment of their performance and the company’s medium-term strategy;
■ propose a policy to grant options or peformance shares in proportion to the merits of each Director and evenly distributed between beneficiaries, and which includes the cancelation of any discount if options are granted to the Group Directors, in particular the Company Executive Directors;
■ examine any stock-options or performance shares scheme for the Executive Directors and make a proposal to the Board of Directors in particular on the decision between purchase or subscription;
■ submit proposals on incentive and remuneration systems for Group executives;
■ submit proposals, if options or performance shares are grated to the Chairman, the Chief Executive or the Managing Director, on the amount of shares resulting from the exercice of options or performance shares the latter shall hold until he terminates his mandate;
■ submit each year to the Board a draft report on the Executive Director remuneration and on stock-options or performance shares.