Fiscal 2022 Universal Registration Document

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 candidates and 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 Officers 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.

As part of its work, the Nominating Committee may use external specialists.

The Nominating Committee met six times in Fiscal 2022 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 under its competencies submitted to the Annual Shareholders Meeting;
• reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2021 Universal Registration Document;
• reviewing the succession plans for the Chief Executive Officer and members of the Executive Committee;
• reviewing the succession plan for the Chairwoman and Chief Executive Officer in the event of an unexpected vacancy;
• reappointing directors;
• the composition of the Committees;
• regularly discussing the recruitment of new directors;
• assessing directors’ independence;
• combining the roles of Chairman of the Board of Directors and Chief Executive Officer, appointing the Chairwoman and Chief Executive Officer, and appointing a Lead Director;
• amending the Internal Rules to reflect the changes in governance.

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 ten times in Fiscal 2022 and the attendance rate was 98%.

The work carried out during the year included different topics such as:

• examining in depth the departure conditions applicable to the Chief Executive Officer;
• reviewing the compensation of the Chairwoman and Chief Executive Officer;
• reviewing the compensation of the Lead Independent Director;
• reviewing the Compensation Committee’s charter;
• 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 maximum authorized amount for directors’ compensation, the compensation policy for directors and there allocation of the maximum authorized amount;
• reviewing the resolutions under its competencies submitted to the Annual Shareholders Meeting;
• reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2021 Universal Registration Document;
• the Group’s restricted and performance share plans;
• vesting of the Group’s 2018 restricted and performance share plans;
• more generally, making recommendations to the Board of Directors on Corporate Officers’ compensation and the Group’s long-term incentive plans.