2.6 Remuneration and benefits of the members of the Supervisory Board

The purpose of this chapter is to present (i) the remuneration policy for the members of the Company’s Supervisory Board and (ii) the components of the total remuneration and benefits paid during or allocated in respect of 2019 to these members. This remuneration policy and the components of the remuneration packages will be submitted for shareholder approval at the Annual General Meeting to be held on 5 May 2020.

2.6.1 REMUNERATION POLICY FOR THE MEMBERS OF THE SUPERVISORY BOARD

In accordance with the new legal framework introduced by the Order, the remuneration policy applicable to members of the Supervisory Board was drawn up by the Supervisory Board at its meeting on 28 February 2020, based on the proposals set out by the Appointments, Remuneration and CSR Committee at its meeting on 25 February 2020. The components of remuneration for members of the Supervisory Board for 2020 are determined, allocated, or decided in this context.
This procedure will be identical for any subsequent revision of the remuneration policy.
The Supervisory Board members are paid an annual fixed fee (previously called “attendance fees”) whose amount is set by the shareholders at the Annual General Meeting.
Since a resolution approved by 98.25% of shareholders at the General Meeting of 10 May 2011, this aggregate amount of annual remuneration has been set at €700,000.
The allocation criteria for this remuneration, applicable as from 2020, are as follows. These rules apply to all members of the Supervisory Board, including the members representing Group employees who will be appointed in 2020:

each member of the Supervisory Board is entitled to one basic portion;
each member of the Audit Committee is entitled to 2 additional portions;
each member of the Strategy Committee is entitled to 1.5 additional portions;
each member of the Appointments, Remuneration and CSR Committee is entitled to 1.5 additional portions;
the Chairs of the Board and the Committees are entitled to 1 additional portion.

The basic portion of the fees is equal to the aggregate amount of the fees divided by the total number of portions to which Board members are entitled.
Sixty percent of these fees is paid based on each member’s actual attendance at the Supervisory Board meetings and the meetings of the Board(s) of which he or she is a member.
The fees are paid by Lagardère SCA, on an annual basis at the start of each year for amounts due in respect of the prior year. In accordance with the recommendations of the Afep-Medef Code, the members of the Supervisory Board – including its Chairman – do not receive any further variable remuneration, share or performance share options, or any further benefits. However, in accordance with the applicable legal provisions, the members of the Supervisory Board representing Group employees who will be appointed in 2020, will hold employment contracts with the Company or one of its subsidiaries and therefore receive remuneration corresponding to their position (salary and, where applicable, any incentives, profit sharing, variable remuneration and/or free shares).
The components of remuneration for Supervisory Board members are regularly reviewed in order to (i) compare them with the practices of other issuers or industry peers, notably based on public or private surveys, and to (ii) verify that they are in line with best corporate governance practices (recommendations in the Afep-Medef Code, AMF and HCGE reports, etc.).
The policy implemented translates into remuneration whose aggregate amount set by the Company’s shareholders has not changed since 2001, and takes into account members’ actual attendance at Supervisory Board and Board Committee meetings in determining a weighted variable portion. This policy therefore ensures a measured, balanced and equitable package that is fully aligned with the corporate and long-term interests of the Company. In accordance with the second paragraph of article L 226-8-1, III of the French Commercial Code, the Supervisory Board may decide to make an exception to the remuneration policy by modifying the criteria applicable to the overall fees or by allocating an additional portion to one or more members in consideration for the completion of specific ad hoc missions. Any such temporary exception would be made public and justified, notably with regard to the Group’s corporate and long-term interests.

2.6.2 TOTAL REMUNERATION AND BENEFITS PAID DURING OR ALLOCATED IN RESPECT OF 2019

This section notably includes, with regard to the members of the Supervisory Board, the information referred to in article L 225-37-3 of the French Commercial Code. The tables provided in this section show the remuneration based on the new presentation format recommended in the Afep-Medef Code and AMF recommendation nos. 2012-02 and 2009-16.Items appearing in the Annual Financial Report are
cross‑referenced with the following symbol AFR

2.6.2.1 MEMBERS OF THE SUPERVISORY BOARD

The allocation criteria for the former “attendance fees” that applied in 2018 (paid in 2019) and 2019 (paid in 2020) were different to those set out above in the remuneration policy. Each member of the Supervisory Board received one basic portion, with members of the Audit Committee and the Appointments, Remuneration and CSR Committee receiving twice the basic portion, and the Chairman of the Supervisory Board and the Committee Chairmen receiving one additional portion. The basic portion of attendance fees was equal to the total attendance fees (€700,000, as set by the General Meeting on 10 May 2011) divided by the total number of portions to which Board members were entitled. The variable portion of the fees, determined based on actual attendance at meetings, represented 60% of the total amount received.

EN EUROS	Amount paid in 2019 in respect of 2018	Amount allocated in 2019 in respect of 2020
Nathalie Andrieux	58 721,70	63 926,94
Jamal Benomar	6 524,63 (1)	21 308,98 (1)
Martine Chêne	15 659,12	21 308,98
Georges Chodron de Courcel	50 053,26	13 850,84
François David	117 443,41	127 853,88
Xavier de Sarrau	97 869,51 (1)	106 544,90 (1)
Yves Guillemot	19 573,90	18 112,63
Pierre Lescure	43 025,30	-
Jean-Claude Magendie	4 567,24	-
Soumia Malinbaum	58 721,70	63 926,94
Hélène Molinari	58 721,70	63 926,94
Gilles Petit	-	41 552,51
François Roussely	17 616,51	5 327,25
Aline Sylla-Walbaum	58 721,70 (1)	63 926,94 (1)
Susan M. Tolson	19 573,90 (1)	21 308,98 (1)
Patrick Valroff	58 721,70	63 926,94
Total	685 515,28 (1)	696 803,65 (1)

⁽¹⁾Less withholding tax.

2.6.2.2 CHAIRMAN OF THE SUPERVISORY BOARD

A) XAVIER DE SARRAU (CHAIRMAN OF THE SUPERVISORY BOARD UNTIL 4 DECEMBER 2019)Following the recommendation by the Appointments, Remuneration and CSR Committee, adopted at its meeting of 20 October 2010 and approved by the Supervisory Board at its meeting of 14 December 2010, the Supervisory Board asked that the Managing Partners arrange for Xavier de Sarrau to receive an amount in addition to his attendance fees, in recognition of the many specific services he provided above and beyond his remit as Chairman of the Supervisory Board. These services are described in the corporate governance report (see section 2.4.3).
This fixed remuneration, which reflects a common market practice, was set at €240,000 per year with effect from 27 April 2010 when Xavier de Sarrau became Chairman of the Board, and has since remained unchanged.
In accordance with the recommendations of the Afep-Medef Code, Xavier de Sarrau did not receive any further variable remuneration, share or performance share options, or any further benefits.

Remuneration received
	Fiscal year 2018		Fiscal year 2019
	Amounts allocated	Amounts paid	Amounts allocated	Amounts paid
Remuneration	97 869,51 (1)(2)	92 715,23 (1)	106 544,90 (1)(2)	97 869,51 (1)
Other remuneration	240 000 (1)	240 000 (1)	222 000 (1)(3)	282 000 (1)(4)
Total	337 869,51 (1)	332 715,23 (1)	328 544,90 (1)	379 869,51 (1)

⁽¹⁾ Less withholding tax.
⁽²⁾ Amount corresponding to five basic portions of fees based on an attendance rate of 100%.
⁽³⁾ Annual remuneration of €240,000 allocated on a proportionate basis until 4 December 2019 – the date on which Xavier de Sarrau stepped down as Chairman of the Supervisory Board.
⁽⁴⁾This amount corresponds to (i) €222,000 in remuneration allocated in respect of 2019 and (ii) a residual amount of €60,000 corresponding to a quarter of his remuneration allocated in respect of 2018 which was not paid until 2019.

B) PATRICK VALROFF (CHAIRMAN OF THE SUPERVISORY BOARD AS FROM 4 DECEMBER 2019)
Patrick Valroff did not receive any other component of remuneration besides attendance fees, in accordance with the allocation rules set out in section 2.6.2.

Remuneration received
	Fiscal year 2018		Fiscal year 2019
	Amounts allocated	Amounts paid	Amounts allocated	Amounts paid
Remuneration	58 721,70	55 629,14	63 926,94 (1)	58 721,70
Other remuneration	N/A	N/A	N/A	N/A
Total	58 721,70	55 629,14	63 926,94	58 721,70

⁽¹⁾ Amount corresponding to three basic portions of fees based on an attendance rate of 100%.

FAIR PAY RATIOS
The methods used for calculating these ratios were the same as those used for the executive corporate officers. For further details, therefore, see section 2.5.3.2.

Xavier de Sarrau (Chairman of the Supervisory Board until 4 December 2019)

	2015	2016	2017	2018	2019
Remuneration paid or allocated during the year (in €)	353 636	336 551	332 105	332 715	379 869
Average remuneration paid or allocated during the year to Company employees (in €)	314 730	444 525	415 095	328 974	352 018
Ratio vs. the average remuneration of Company employees	1,1	0,7	0,8	1	1,1
Median remuneration paid or allocated during the year to Company employees (in €)	258 937	269 460	255 548	251 902	260 472
Ratio vs. the median remuneration of Company employees	1,3	1,2	1,3	1,3	1,4
Average remuneration paid or allocated during the year to Group employees in France (in €)	53 097	55 032	57 659	56 468	56 098
Ratio vs. the average remuneration of Group employees in France	6,6	6,1	5,7	5,9	6,8
Median remuneration paid or allocated during the year to Group employees in France^(*) (in €)	48 462	50 985	51 771	50 535	50 745
Ratio vs. the median remuneration of Group employees in France^(*)	7,3	6,6	6,4	6,6	7,5

^(*) The median remuneration of Group employees in France and the corresponding ratio do not include the value of free shares as this component cannot be disclosed meaningfully for this extremely wide scope.

Patrick Valroff (Chairman of the Supervisory Board as from 4 December 2019)

	2015	2016	2017	2018	2019
Remuneration paid or allocated during the year (in €)	68 181	57 931	55 263	55 629	58 721
Average remuneration paid or allocated during the year to Company employees (in €)	314 730	444 525	415 095	328 974	352 018
Ratio vs. the average remuneration of Company employees	0,2	0,1	0,1	0,1	0,1
Median remuneration paid or allocated during the year to Company employees (in €)	258 937	269 460	255 548	251 902	260 472
Ratio vs. the median remuneration of Company employees	0,2	0,2	0,2	0,2	0,2
Average remuneration paid or allocated during the year to Group employees in France (in €)	53 097	55 032	57 659	56 468	56 098
Ratio vs. the average remuneration of Group employees in France	1,3	1	1	1	1
Median remuneration paid or allocated during the year to Group employees in France^(*) (in €)	48 462	50 985	51 771	50 535	50 745
Ratio vs. the median remuneration of Group employees in France^(*)	1,4	1,1	1,1	1,1	1,1

2.6.3 APPROVAL OF THE COMPONENTS OF REMUNERATION PAID DURING OR ALLOCATED IN RESPECT OF 2019 TO THE CHAIRMAN OF THE SUPERVISORY BOARD

Further to the Company’s application of the strict legal framework introduced by the Order, the fixed, variable and extraordinary components making up the total remuneration and benefits paid during or allocated in respected of 2019 to the Chairman of the Supervisory Board will, in accordance with article L 226-8-2, II of the French Commercial Code, be submitted to the approval of the Company’s shareholders at the Annual General Meeting to be held on 5 May 2020.
These components, which are described in detail in the preceding sections, are summarised below in the format recommended in the Afep-Medef Code.