4. Company officers’ remuneration and interests
4.1 Remuneration policy for company officers
4.1.1 Remuneration policy for Board members
4.1.1.1 Overall structure of the remuneration package
The members of the Company’s Board of Directors receive remuneration for their involvement in the work of the Board and its committees. The maximum amount for the total remuneration paid to all Board members was set at €1,600,000 by resolution of the shareholders at the Shareholders’ General Meeting of 17 April 2019. This limit applies to the remuneration paid to Board members for one calendar year, regardless of the date of payment. It does not include remuneration paid to executive company officers serving on the Board, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2 below.
The guidelines for the allocation of remuneration paid to Board members, as adopted by the Board following proposals from the Remuneration Committee, are as follows:
- At the outset, Board members receive annual fixed remuneration consisting of:
- – basic remuneration equal to €25,000 for each Board member;
- – with additional remuneration of:
- ▸€70,000 for the Vice-Chairman,
- ▸€30,000 for the Lead Director,
- ▸€20,000 for Board committee chairs,
- ▸€10,000 for Audit Committee members,
- ▸€5,500 for Remuneration Committee members,
- ▸€5,500 for Appointments and Corporate Governance Committee members,
- ▸€4,000 for Strategy and CSR Committee members.
- Board members also receive annual variable remuneration equal to:
- – €3,500 for each Board meeting at which they are physically present. This remuneration is halved to €1,750 per meeting if they take part via video or audio conferencing. If more than one Board meeting is held on the same day, this remuneration is paid only once, with the exception of the two meetings held before and after the Shareholders’ General Meeting, when Board members receive two payments, their amounts depending on the manner of participation in these meetings.
- – €1,500 for each committee meeting at which they are physically present, with this amount halved, to €750, for participation via video or audio conferencing. This amount is paid to any Board member participating on a voluntary basis in a meeting of the Strategy and CSR Committee. If a committee holds more than one meeting on the same day, this amount is paid only once.
- – Provided they are physically present at these meetings, additional amounts are paid as follows:
- ▸€1,000 per meeting for Board members who reside elsewhere in Europe,
- ▸€2,000 per meeting for Board members who reside outside Europe.
If the Board or any of its committees holds more than one meeting on the same day, this amount is paid only once.
- In light of the Covid-19 pandemic, which has made holding in-person meetings either difficult or impossible, the Board adapted the rules laid out above. It was decided that the variable remuneration received by Board members would not be halved if they took part in Board meetings via audio or video conferencing for as long as restrictions on travel or gatherings are in place in response to the public health situation.
Board members are entitled to the reimbursement of expenses they have incurred in the exercise of their duties and, in particular, any travel and accommodation costs connected with attending meetings of the Board and its committees.
The Vice-Chairman has the use of a company car.
4.1.1.2 Items of remuneration subject to shareholder approval in accordance with Article L.22-10-8 II of the French Commercial Code
At the Shareholders’ General Meeting of 12 April 2022, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for Board members, as presented above.
