In accordance with article L.225-37-2 II of the French Commercial Code, in the twelfth resolution shareholders are invited to approve the policy for allocating Board of Directors’ compensation adopted by the Board of Directors .
This policy reflects the practices implemented by the Company for many years in relation to Board of Directors’ compensation and will apply starting in Fiscal 2021 until the approval of a new compensation policy by the Shareholders Meeting .
Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and the resulting social and economic impacts, acting on the recommendation of the Compensation Committee, the Board of Directors proposes to freeze the overall amount of the Board of Directors’ compensation for Fiscal 2021, unchanged since the January 23, 2018 Combined Annual Shareholders Meeting (eleventh resolution).
The compensation policies submitted for shareholder approval are proposed by the Board of Directors based on the recommendation of the Compensation Committee and are presented in detail in the Board of Directors’ Corporate Governance Report provided in chapter 5, section 5.5.1.5 of the Company’s Fiscal 2020 Universal Registration Document.
(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO BOARD OF DIRECTORS)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-37-2 II of the French Commercial Code, approves the components of the compensation policy applicable to Board of Directors for Fiscal 2021, as proposed by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 5, section 5.5.1.5 of the Company’s Fiscal 2020 Universal Registration Document.
In accordance with article L.225-37-2 II of the French Commercial Code, in the thirteenth and fourteenth resolutions, shareholders are invited to approve the compensation policies applicable to the Chairwoman of the Board of Directors and the Chief Executive Officer adopted by the Board of Directors.
These principles and criteria will apply from Fiscal 2021 until the approval of a new compensation policy by the Shareholders Meeting.
The compensation policy of the Chairwoman of the Board of Directors for Fiscal 2021 is unchanged from that approved at the Combined Annual Shareholders Meeting of January 21, 2020.
A review of the compensation policy of the Chairwoman of the Board of Directors was intended to be performed in Fiscal 2020 prior to Sophie Bellon’s reappointment as Chairwoman of the Board. However, given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, acting on the recommendation of the Compensation Committee, the Board of Directors proposes freezing the Chairwoman’s annual fixed compensation for Fiscal 2021.
The main proposed changes to the compensation policy of the Chief Executive Officer for Fiscal 2020 compared to that approved at the Combined Annual Shareholders Meeting of January 21, 2020 are the following:
The compensation policies submitted for shareholder approval are proposed by the Board of Directors based on the recommendation of the Compensation Committee and are presented in the Board of Directors’ Corporate Governance Report provided in chapter 5, section 5.5.1 of the Company’s Fiscal 2020 Universal Registration Document.
