French Commercial code
In forceI.-The remuneration policy referred to in I of Article L. 22-10-8 presents the following information, relating to all corporate officers:
1° The way in which it respects the company's interests and contributes to the company's business strategy and long-term viability;
>The decision-making process used to determine the remuneration of corporate officers 2° The decision-making process followed for its determination, review and implementation, including measures to avoid or manage conflicts of interest and, where appropriate, the role of the remuneration committee or other relevant committees;
3° In the decision-making process used to determine and review the remuneration package, the manner in which the remuneration and employment conditions of the company's employees are taken into account;
> 4° The valuation methods used to determine the remuneration package and the review process 4° The evaluation methods to be applied to corporate officers in order to determine the extent to which the performance criteria for variable remuneration and share-based remuneration have been met;
> 5° The criteria for allocating variable remuneration and share-based remuneration to corporate officers 5° The criteria for distributing the fixed annual sum allocated by the General Meeting to the directors;
6° Where the remuneration policy is amended, a description and explanation of any substantial changes, the way in which the most recent shareholder votes on the remuneration policy and on the information referred to in I of Article L. 22-10-9 have been taken into account and, where applicable, the opinions expressed at the last general meeting;
7° The arrangements for applying the provisions of the remuneration policy to newly appointed corporate officers or corporate officers whose term of office has been renewed, pending, where applicable, approval by the General Meeting of major changes to the remuneration policy, as referred to in II of Article L. 22-10-8;
8° Where the Board of Directors provides for derogations from the application of the remuneration policy in accordance with the second paragraph of III of Article L. 22-10-8, the procedural conditions under which such derogations may be applied and the elements of the policy from which derogations may be made.
II. II -The remuneration policy specifies, for each corporate officer, the following elements:
Fixed, variable and variable components of the remuneration policy 1° The fixed, variable and exceptional components making up the total remuneration and benefits of any kind that may be granted to him or her by virtue of the office concerned, as well as their respective importance;
> Where the company grants a fixed or variable remuneration to a corporate officer, the remuneration policy shall be based on the following criteria 2° Where the company grants remuneration in shares, the vesting and, where applicable, retention periods applicable after vesting, and the way in which the remuneration in shares contributes to the objectives of the remuneration policy;
> 3° The deferral periods, if any, and the amount of the deferral 3° Any deferral periods and, where applicable, the possibility for the company to request the return of variable remuneration;
> Where the company grants shares in the form of bonus shares, the amount of such bonus shares must be paid to the beneficiary. 4° Where the company awards variable remuneration, the clear, detailed and varied financial and non-financial criteria, including, where applicable, those relating to the company's social and environmental responsibility, on which the variable remuneration is based and the way in which these criteria contribute to the remuneration policy objectives;
> The duration of the term(s) of office(s) of the director(s) and the reasons for the decision to award the variable remuneration 5° The term(s) of office(s) and, where applicable, of any employment or service contracts with the company, the periods of notice and the conditions of revocation or termination applicable thereto;
> The main characteristics and conditions of the remuneration policy and the remuneration of the directors 6° The main characteristics and conditions of termination of commitments entered into by the company itself or by any company controlled by it or which controls it, within the meaning of II and III of Article L. 233-16, and corresponding to items of remuneration, compensation or benefits due or likely to be due as a result of the termination or change of duties, or subsequent thereto, or conditional rights granted under defined benefit pension commitments meeting the characteristics of the schemes mentioned in Articles L. 137-11 and L. 137-11-2 of the Social Security Code;
7° Where the company grants conditional commitments and rights, the clear, detailed and varied criteria, of a financial and, where applicable, non-financial nature, including those relating to the company's social and environmental responsibility, which condition their grant and the way in which these criteria contribute to the objectives of the remuneration policy. These criteria do not apply to commitments corresponding to indemnities in return for a clause prohibiting the beneficiary, after termination of his duties in the company, from exercising a competing professional activity detrimental to the interests of the company, or to commitments meeting the characteristics of the collective and compulsory retirement and provident schemes mentioned in article L. 242-1 of the Social Security Code.
III -Where the remuneration policy provides for indemnities representing the consideration for a clause prohibiting the beneficiary, after ceasing to hold office in the company, from engaging in a competing professional activity detrimental to the interests of the company, such indemnities shall not be paid if the beneficiary exercises his right to retirement.
IV -The remuneration policy subject to the provisions of Article L. 242-1 of the French Social Security Code. IV.-The remuneration policy submitted to the General Meeting of shareholders, together with the date and result of the last vote of the General Meeting on the resolution referred to in II of Article L. 22-10-8, shall be made public on the company's website on the business day following the vote and shall remain available to the public free of charge at least during the period in which it applies.
