The guidelines for the allocation of remuneration paid to directors, as adopted by the Board on 8 February 2023 following proposals from the Remuneration Committee, are as follows:
- Directors receive annual fixed remuneration consisting of:
- basic remuneration equal to €26,500 for each director;
- with additional remuneration of:
- €55,000 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 permanent members of the Strategy and CSR Committee.
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- Directors also receive annual variable remuneration equal to:
- €3,500 for each Board meeting during the year at which they are physically present. If more than one Board meeting is held on the same day, this fee 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 meeting of a Board committee during the year at which they are physically present. If a committee holds more than one meeting on the same day, this fee is paid only once. This sum is also paid to any director not a permanent member of the Strategy and CSR Committee who chooses to attend any meeting of this committee in person.
- Any director taking part in a meeting of the Board or any of its committees remotely via videoconferencing or audio conferencing is entitled to receive variable remuneration determined as follows:
- The fee per meeting is equal to 100% of the amount to which the director would have been entitled for being physically present at the meeting, up to a maximum of two meetings of the Board and two meetings of the Strategy and CSR Committee.
- The fee per meeting is halved for meetings of the Board and of the Strategy and CSR Committee in excess of the two-meeting limit mentioned above and for all meetings of the other committees.
- Provided they are physically present at meetings of the Board or of any of its committees, additional amounts are paid to directors as follows:
- €1,000 per meeting for directors who reside in Europe outside of France,
- €6,000 per meeting for directors who do not reside in Europe.
If the Board or any of its committees holds more than one meeting on the same day, this additional amount is paid only once.
Directors are entitled to the reimbursement of expenses they have incurred while carrying out their duties and, in particular, any travel and accommodation costs connected with attending meetings of the Board and its committees.
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 17 April 2025, 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.
4.1.2 Remuneration policy for executive and non-executive officers
4.1.2.1 Overall structure of remuneration packages
In light of its decision to separate the roles of Chairman of the Board and Chief Executive Officer after the Shareholders’ General Meeting called in 2025 to approve the 2024 financial statements, the Board established as follows the remuneration policies applicable to:
- the Chairman and Chief Executive Officer for the period from 1 January 2025 until the date when these two roles are separated,
- the Chairman of the Board once the two roles have been separated,
- the Chief Executive Officer upon his appointment.
Under the policies applicable to the Chairman and Chief Executive Officer (from 1 January 2025 until the end of his term of office in 2025) and to the future Chief Executive Officer (for the duration of his term of office), remuneration will include a short-term fixed component, a short-term variable component and, solely for the future Chief Executive Officer, a long-term variable component. All three of these remuneration components are detailed below. Under the policy applicable to the Chairman of the Board, remuneration will consist exclusively of a short-term fixed component.
These remuneration components are deemed to include any other remuneration received as a Director of the Company.
