Paragraph 4: Remuneration committees

I. - The Remuneration Committee prepares the decisions that the Board of Directors, the Supervisory Board or any other body exercising equivalent supervisory functions takes concerning remuneration, in particular those that have an impact on risk and risk management in the credit institution or finance company.

This committee or, failing that, the board of directors, the supervisory board or any other body exercising equivalent supervisory functions shall carry out an annual review of:

1° The principles of the company's remuneration policy ;

2° The remuneration, indemnities and benefits of any kind granted to the company's corporate officers;

3° The remuneration policy for employees who manage UCITS, FIAs covered by paragraphs 1, 2, 3, 5 and 6 of sub-section 2, sub-sections 3, 4 and 5 of section 2 of chapter IV of title I of book II and categories of personnel, including the persons mentioned in article L. 511-13, risk-takers, persons exercising a supervisory function and any employee whose total income falls within the same remuneration bracket and whose professional activities have a significant impact on the risk profile of the company or group.

This committee or, failing that, the board of directors, the supervisory board or any other body exercising equivalent supervisory functions directly controls the remuneration of the head of the risk management function referred to in article L. 511-64 and, where applicable, the compliance officer.

The Committee may be assisted by internal control departments or external experts. It reports regularly on its work to the Board of Directors, the Supervisory Board or any other body exercising equivalent supervisory functions.

Credit institutions and finance companies shall include in the report presented to the General Meeting information relating to the remuneration policy and practices laid down by order of the Minister for the Economy.

The board of directors, the supervisory board or any other body exercising equivalent supervisory functions of credit institutions and finance companies forming part of a group may decide to apply the remuneration policy of the company that controls it within the meaning of article L. 233-16 of the French Commercial Code.

The provisions of this article apply to the venture capital companies mentioned in article 1-1 of law no. 85-695 of 11 July 1985 containing various provisions of an economic and financial nature.

II. - In the case of a branch of a credit institution referred to in I of Article L. 511-10, the remuneration committee, or the mechanism referred to in Article L. 511-89, provides the body of the credit institution to which the branch belongs, which exercises supervisory functions equivalent to those of a board of directors or a supervisory board, with the necessary information concerning remuneration, in particular that which has an impact on the risk and risk management of the branch.

This committee or mechanism carries out an annual review of:

1° The principles of the branch's remuneration policy ;

2° The remuneration policy for branch employees who manage undertakings for collective investment in transferable securities, alternative investment funds covered by paragraphs 1, 2, 3, 5 and 6 of sub-section 2, sub-sections 3, 4 and 5 of section 2 of Chapter IV of Title I of Book II and categories of staff, including the persons mentioned in the second paragraph of Article L. 511-13, risk-takers, persons exercising a supervisory function and any employee whose overall income falls within the same remuneration bracket and whose professional activities have a significant impact on the branch's risk profile.

This committee or mechanism directly controls the remuneration of the head of the risk management function referred to in Article L. 511-64 and, where applicable, the head of compliance.

This committee or mechanism may be assisted by internal control departments or external experts. It reports regularly on its work to the body of the credit institution to which the branch belongs that exercises supervisory functions equivalent to those of a board of directors or a supervisory board.

The persons referred to in the second paragraph of Article L. 511-13 shall prepare and submit an annual report containing information on the branch's remuneration policy and practices to the body of the credit institution to which the branch belongs that exercises functions equivalent to those of the general meeting.