2022 Universal Registration Document

Key Data

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 Company’s directors receive remuneration for their service as members of the Board and its committees and for their involvement in the work carried out by these bodies. The maximum aggregate amount of remuneration paid to 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 directors 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, page 154, nor that paid to directors representing employees as part of their employment.

The guidelines for the allocation of remuneration paid to directors, as adopted by the Board on 15 December 2017 following proposals from the Remuneration Committee, are as follows:

  • At the outset, directors receive annual fixed remuneration consisting of:

– basic remuneration equal to €25,000 for each director;

– 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.
  • Directors also receive annual variable remuneration equal to:
  • €3,500 for each of the year’s Board meetings at which they are physically present. This remuneration is halved to €1,750 per meeting if they take part remotely via videoconferencing 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 directors 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 videoconferencing or audio conferencing. This amount is paid to any director 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 directors who reside elsewhere in Europe,
  • €2,000 per meeting for directors 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.

Directors 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.

At its meeting of 8 February 2023, the Board approved the following changes to this remuneration policy:

  • The travel allowance paid to directors who reside outside Europe and attend Board or committee meetings in person, is raised from €2,000 to €6,000 per trip made to attend these meetings.
  • The annual amount for basic remuneration received by directors for their service as Board members is raised from €25,000 to €26,500, with the other components remaining unchanged.
  • The annual amount for additional remuneration paid to the Lead Director is raised from €30,000 to €55,000.
  • The measure to maintain the full variable remuneration for Board members taking part in meetings remotely during the Covid-19 health crisis has been eliminated with effect from 1 January 2023.
  • Due to the effectiveness of current videoconferencing systems allowing for meetings to be held remotely, the variable remuneration per Board or committee meeting is maintained at its full amount for remote participation, up to a maximum of two meetings of the Board and two meetings of the Strategy and CSR Committee. Once the maximum number of meetings has been reached, the variable remuneration received for each subsequent meeting of the Board or the Strategy and CSR Committee is halved.
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 13 April 2023, 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.