Fiscal 2020 Universal Registration Document

5. Corporate governance

  • reviewing the budget for directors’ compensation, which it kept unchanged;
  • 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 restricted and performance share plans, including validating the achievement level for the performance criteria in the 2016 plans;
  • assessing the impact of Covid-19 on the compensation of Corporate Officer s and members of the Executive Committee;
  • more generally, making recommendations to the Board of Directors on Corporate Officer s’ compensation and the Group’s long-term incentive plans.
DIRECTORS’ ATTENDANCE RATES AT BOARD AND COMMITTEE MEETINGS DURING FISCAL 2020
BOARD(1)
AUDIT COMMITTEE(1)
COMPENSATION COMMITTEE(1)
NOMINATING COMMITTEE(1)
Sophie Bellon
100%
100%
Emmanuel Babeau
90%
100%
Robert Baconnier(5)
100%
Astrid Bellon(5)
100%
François-Xavier Bellon
100%
100%
Nathalie Bellon-Szabo
100%
100%
Philippe Besson
100%
100%
Françoise Brougher
80%
80%
75%
Soumitra Dutta
100%
100%
Véronique Laury
100%
Cathy Martin
90%
100%
Luc Messier
100%
Sophie Stabile
100%
100%
100%
Cécile Tandeau de Marsac
100%
100%
100%
Average rate
97%
100%
96%
95%

(1) Number of Board meetings: 10.
(2) Number of Audit Committee meetings: 5.
(3) Number of Compensation Committee meetings: 5.
(4) Number of Nominating Committee meetings: 4.
(5) At the Combined Annual Shareholders Meeting of January 21, 2020, the shareholders noted that (i) Robert Baconnier’s term of office as a director had expired and that he did not wish to be reappointed, and (ii) Astrid Bellon no longer wished to be a Board member as from January 21, 2020. Consequently, the attendance rates for these two directors only cover the period from September 1, 2019 through January 21, 2020.

ROLE OF THE CHIEF EXECUTIVE OFFICER AND THE EXECUTIVE COMMITTEE

The Chief Executive Officer has the authority to manage the operations and functions of the Group. Limits are placed on the powers of the Chief Executive Officer. These limits are set by the Board of Directors based on the recommendations of the Chairwoman of the Board.

The Chief Executive Officer is required to obtain the prior consent of the Board to make any pledge, endorsement or guarantee as follows:

  • term greater than 15 years, regardless of the amount;
  • term between 10 and 15 years and amount greater than or equal to 15 million euro;
  • term between 5 and 10 years and amount greater than or equal to 30 million euro;
  • term less than 5 years and amount greater than or equal to 50 million euro.

However, where the term is less than 25 years and the amount is less than 100 million euros, the prior consent of the Board is not required if it has been pre-approved by the Chairwoman of the Audit Committee.

The total amount for which the Chief Executive Officer may make any pledge, endorsement or guarantee between Board meetings is limited to 150 million euro.

The Chief Executive Officer must also obtain prior consent from the Board of Directors to commit the Company beyond certain amounts as follows:

  • for acquisitions of interests in companies for more than 100 million euro per transaction (enterprise value). The prior approval of the Chairwoman of the Board is sufficient for a transaction amounting to more than 50 million euro and less than 100 million euro;
  • for disposals of shares in companies for more than 20 million euro(enterprise value) per transaction;
  • for medium- and long-term new financing of more than 100 million euro.