Remuneration Committee

Composition and attendance

In accordance with the AFEP/MEDEF Code, the Remuneration Committee is chaired by an independent Director and none of its members is an Executive Director. The Remuneration Committee was created in 1988. The committee’s members are Catherine DUSART, Chairwoman, independent Director, Fanny CHABIRAND, Director representing the staff, and Philippe MARIEN.

Remit of the Remuneration Committee

The Remuneration Committee is governed by Internal Procedures that set forth its tasks and duties. These Internal Procedures are regularly modified by the Board of Directors.

The committee’s remit is to:

■ propose to the Board of Directors the remuneration for Executive Corporate Officers and the benefits of whatever kind made available to them;

■ propose, to this effect, and check each year that the rules for defining the variable portion of the remuneration of executive corporate officers and ensure that the remuneration is commensurate with the assessment of their performance and the company’s medium-term strategy;

■ make proposals for remuneration and incentive systems for Group executives, and for stock options and performance shares.