Fiscal 2020 Universal Registration Document

NOMINATING COMMITTEE

This Committee regularly assesses the competencies and experience that the Board of Directors needs, and more generally, the situation of directors in relation to the criteria concerning the composition of the Board of Directors specified in the relevant legislation, the AFEP-MEDEF Code and the Board’s Internal Rules.

It examines proposals made by the Chairwoman of the Board of Directors in relation to director nominations. For this purpose, it may retain the services of external executive search firms to identify candidates, while ensuring that the backgrounds of short-listed candidates are adapted to its current needs.

It provides an opinion to the Board of Directors on the appointment of the Chief Executive Officer and, as appropriate, one or more Deputy Chief Executive Officers.

The Nominating Committee is also responsible for preparing a succession plan for the Group’s key Corporate Officer s and members of the Group Executive Committee. This plan is regularly reviewed to ensure that the Committee is always in a position to propose succession solutions in the event that a position falls vacant unexpectedly.

The Committee regularly reviews the training plans for directors, as well as the welcome and induction process for new directors.

The Nominating Committee met four times in Fiscal 2020 and the attendance rate was 95%.

In addition to the above matters, the Committee’s work during the year included the following:

• reviewing the Nominating Committee’s charter;
• reviewing the resolutions submitted to the Annual Shareholders Meeting;
• reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2019 Universal Registration Document;
• reviewing succession plans;
• examining the Group’s talent retention strategy;
• reviewing the reappointment of a director representing employees;
• examining the specific training plan for directors representing employees
• regularly discussing the recruitment of new directors;
• assessing directors’ independence;
• reviewing the Board’s diversity policy;
• reviewing the directors’ competencies matrix to enhance understanding of the Board’s skills requirements and define the profiles sought for future Board candidates.

COMPENSATION COMMITTEE

The Compensation Committee is responsible for making proposals to the Board of Directors relating to the compensation policy for the Company’s Corporate Officers, and recommendations about the components of compensation paid during or awarded for the previous fiscal year to Corporate Officers.

It also examines the compensation policy proposed by the Chief Executive Officer for the key executives of the Company and the Group, notably the members of the Executive Committee (including long-term compensation plans).

The Compensation Committee validates the Group’s general policies relating to compensation, including long-term compensation (restricted share plans), and post-employment benefits undertaken by the Company (termination benefits, non-compete agreement, supplemental pension plan etc.).

The principles and rules applied by the Board of Directors in determining the compensation and fringe benefits provided to the Corporate Officer s and members of the Executive Committee are described in section 5.5 of this Universal Registration Document.

In connection with its work, the Compensation Committee may use external specialists.

The Compensation Committee met five times in Fiscal 2020 and the attendance rate was 96%.

The work carried out during the year included the following:

• reviewing the Compensation Committee’s charter;
• examining recent developments and new regulations concerning executive pay;
• reviewing the compensation packages of the Chairwoman of the Board and the Chief Executive Officer (ex post and ex ante say-on-pay votes), including the pay equity ratio;
• examining the alternatives for the implementation a new supplemental pension plan which will notably be applicable to the Chief Executive Officer;
• reviewing compensation policies for Executive Committee members and the Group’s senior leaders;

* Excluding directors representing employees