Paragraph 2: The Management Board and the Supervisory Board

I.-In companies whose shares are admitted to trading on a regulated market, the Supervisory Board establishes a remuneration policy for corporate officers. This policy shall be consistent with the company's corporate interests, contribute to its long-term survival and be in line with its business strategy. It describes all the components of fixed and variable remuneration and explains the decision-making process followed for its determination, review and implementation.

It is presented in a clear and comprehensible manner within the corporate governance report mentioned in the last paragraph of article L. 225-68.

The content and procedures for disclosing the remuneration policy are set by decree in the Conseil d'Etat.

II.-The remuneration policy shall be the subject of a draft resolution submitted for approval to the general meeting of shareholders under the conditions provided for in articles L. 225-98 and L. 22-10-32 each year and at the time of each significant change in the remuneration policy.

When the general meeting of shareholders does not approve the draft resolution and it has previously approved a remuneration policy under the conditions provided for in this article, the latter shall continue to apply and the supervisory board shall submit for the approval of the next general meeting of shareholders, under the conditions provided for in articles L. 225-98 and L. 22-10-32, a draft resolution presenting a revised remuneration policy and indicating how the shareholders' vote and, where applicable, the opinions expressed at the general meeting have been taken into account.

In the absence of a remuneration policy previously approved under the conditions provided for in this article, if the general meeting of shareholders does not approve the draft resolution, the remuneration shall be determined in accordance with the remuneration awarded in respect of the previous financial year or, in the absence of remuneration awarded in respect of the previous financial year, in accordance with existing practices within the company. In this case, the Supervisory Board submits for the approval of the next General Meeting of Shareholders, under the conditions provided for in Articles L. 225-98 and L. 22-10-32, a draft resolution presenting a revised remuneration policy and indicating how the shareholders' vote and, where applicable, the opinions expressed at the General Meeting have been taken into account.

III.-No element of remuneration of any kind whatsoever may be paid or awarded by the company, nor may any commitment corresponding to elements of remuneration, indemnities or benefits due or likely to be due by reason of the assumption, termination or change of their duties or subsequent to the exercise thereof be entered into by the company, if it is not in accordance with the approved remuneration policy or, in its absence, with the remuneration or practices referred to in the last paragraph of II.

However, the Supervisory Board may derogate from the application of the remuneration policy if such derogation is temporary, subject to the occurrence of exceptional circumstances, consistent with the company's interest and necessary to ensure the company's continuity or viability.

Any payment, allocation or commitment made or entered into in disregard of the provisions of this III shall be null and void to that extent.

IV.-The items or commitments mentioned in the first paragraph of III are determined, allocated, or made by deliberation of the Supervisory Board.