Appointments, Remuneration and CSR Committee

The Appointments, Remuneration and CSR Committee is composed of 80% independent directors and one employee director:

> Virginie Banet*, Chairman of the Committee

> Laura Carrere*

> Pascal Jouen**

> Véronique Morali*

> Arnaud de Puyfontaine

> Nicolas Sarkozy*

* Independent Director.
**Director representing employees.

The main tasks of the Appointments, Remunerations and CSR Committee are:

Regarding Board and Committee membership: 

• defining the selection criteria for future members;
• making recommendations as to changes in Board membership and candidate profiles.

With regard to the appointment of corporate officers:

• to give an advisory opinion to the Board of Directors on the proposed appointment or reappointment of the Chairman and Chief Executive Officer (or the Chief Executive Officer, as the case may be) and, where applicable, of the Deputy Chief Executive Officer(s); 
• ensure that the composition of the Company’s management bodies is prepared for the future, in particular through the establishment of a succession plan for executive directors.

Regarding the appointment of executive corporate officers:

• issuing an advisory opinion to the Board of Directors on the proposed appointment or reappointment of the Chairman and Chief Executive Officer (or of the Chief Executive Officer, as appropriate) as well as of the Deputy Chief Executive Officer(s) where appropriate;
• preparing for the future in terms of the membership of the Company’s management bodies, particularly by drawing up a succession plan for the executive corporate officers.

Regarding remuneration:

• proposing the overall amount of annual remuneration allocated to members of the Board of Directors, which is submitted to the General Meeting for approval;
• proposing to the Board of Directors the remuneration policy applicable to executive corporate officers (members of the Board of Directors and of the Board Committees, Chairman of the Board of Directors, Chief Executive Officer and, where applicable, Deputy Chief Executive Officer(s)), which is submitted to the General Meeting for approval;
• proposing to the Board the components of remuneration in accordance with the applicable policy.

Regarding governance:

• regularly reviewing the independence of members of the Board of Directors in light of the independence criteria set out in the Afep-Medef Code;
• managing the annual assessment of the operations of the Board and its Committees,
• assessing the risks of conflicts of interest between members of the Board of Directors and the Group (in connection with the Ring-fencing Delegate if the ring-fencing system should be
  applied) and making suggestions to the Board, including as regards any specific ring-fencing arrangement deemed appropriate for handling specific cases;
• reviewing the anti-discrimination and diversity policy implemented by General Management, notably as regards the principle of gender balance within the Group’s managing bodies.

Regarding sustainable development (CSR):

• examining the main corporate, environmental and social risks and opportunities for the Group as well as the CSR policy in place,
• reviewing the reporting, assessment and monitoring systems allowing the Group to prepare reliable ESG data,
• examining the Group’s main lines of communication with shareholders and other stakeholders regarding corporate social responsibility matters,
• examining and monitoring the Group’s rankings attributed by ESG rating agencies.