Fiscal 2021 Universal Registration Document

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

The Nominating Committee met five times in Fiscal 2021 and the attendance rate was 100%.

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 2020 Universal Registration Document;
• reviewing succession plans;
• reviewing the reappointment of a director 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;
• terminating the mandate of the Chief Executive Officer, temporarily combining the roles of Chairman of the Board of Directors and Chief Executive Officer, appointing the Chairwoman of the Board of Directors as Chief Executive Officer on an interim basis, and the launch of the search for a new Chief Executive Officer.

COMPENSATION COMMITTEE

COMPOSITION AS OF AUGUST 31, 2021

* Excluding directors representing employees.

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 benefits in kind provided to the Corporate Officers and members of the Executive Committee are described in section 6.5 of this Universal Registration Document.

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

The Compensation Committee met seven times in Fiscal 2021 and the attendance rate was 100%.

The work carried out during the year included the following:

• reviewing the Compensation Committee’s charter;
• examining recent developments and new regulations concerning executive compensation;
• 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;
• reviewing compensation policies for Executive Committee members and the Group’s senior leaders;
• reviewing the budget for directors’ compensation, which it kept unchanged, as well as drawing up a compensation policy for directors;
• reviewing the resolutions submitted to the Annual Shareholders Meeting;
• reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2020 Universal Registration Document;
• the Group’s restricted and performance share plans;
• vesting of the Group’s 2017 restricted and performance share plans;
• undertaking regulatory changes in supplemental retirement benefits;
• examining the departure conditions applicable to the Chief Executive Officer;
• more generally, making recommendations to the Board of Directors on Corporate Officers’ compensation and the Group’s long-term incentive plans.