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16
Practices of administrative and management bodies
Committees of the Board of Directors
149
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2016 Registration Document
these rules).
medium-term strategy, and verifying the annual application of
Directors and to all or any employees of the Company and its
options or of performance shares to executive officers and
proposals for grants of stock subscription and/or purchase
the Company and its subsidiaries. In particular, it prepares
subsidiaries.
in preparing an incentive compensation policy for employees of
The Nomination and Compensation Committee also participates
are described in Chapter
15, “Compensation and Benefits of
The rules governing the compensation of senior management
Directors and Senior Executives”.
Committee meetings, the level of responsibility assumed by
particular, the presence of such Directors at Board and
Directors’ fees among the Directors, taking into consideration, in
Shareholders’ Meeting as well as the terms for allocation of such
Directors’ fees to be submitted for the approval of the Annual
Committee is charged with proposing the annual amount of
With respect to members of the Board of Directors, the
their responsibilities.
such Directors, and the time that they are required to devote to
The
Committee
also
makes
observations
and/or
accorded to officers of the Company and its subsidiaries.
insurance schemes, benefits in kind and the financial benefits
recommendations relating to retirement and employment
Directors)
Internal Regulations of the Board of
Composition (articles 9.3.1 of the
16.4.2.2
Tolson are independent members of the Board of Directors.
independent members of the Board of Directors, in accordance
majority of whom must be appointed from among the
a minimum of three and a maximum of five members, the
The Nomination and Compensation Committee is composed of
(Chairman), Mr. Breton and Ms. Tolson. Mr. Rémont and Ms.
Nomination and Compensation Committee are Mr. Rémont
date of this Registration Document, the members of the
with the recommendations of the AFEP-MEDEF Code. At the
consideration their independence, experience and skills.
Directors from among its members and taking into
Members of the Committee are appointed by the Board of
of the Board of Directors.
renewed at the same time as such member’s term as a member
the Nomination and Compensation Committee may be
members of the Board of Directors. The term of a member of
Compensation Committee is the same as their term as
The term of office of the members of the Nomination and
Board of Directors.
Board of Directors, upon the proposal of the Chairman of the
is appointed from among the independent members by the
The Chairman of the Nomination and Compensation Committee
The Committee’s secretary is any person designated by the
Chairman of the Committee or with the Chairman’s approval.
Directors)
Internal Regulations of the Board of
Functioning (article 9.3.1 of the
16.4.2.3
The Nomination and Compensation Committee may validly
meeting must include an agenda and may be transmitted orally
long as at least half of its members participate. The notice of
conference, when convened by its Chairman or secretary, as
deliberate either in a meeting or by telephone or video
or by any other means.
management or the allocation of Directors’ fees.
Directors votes on the compensation of members of senior
and, in any event, prior to any meeting at which the Board of
pursuant to the independence criteria adopted by the Company
Directors meets to assess the independence of its members
at least three times per year, in particular before the Board of
and Compensation Committee meets as often as necessary and
meeting, with each member having one vote. The Nomination
subject to a majority vote by members participating in the
Nomination and Compensation Committee decisions are
Works in 2016
16.4.2.4
members to the meetings was 100%.
Compensation Committee met three times. Attendance of
During the 2016 financial year, the Nomination and
Directors:
formulate opinions and recommendations to the Board of
order to deal in particular with the following subjects so as to
The Nomination and Compensation Committee met in 2016 in
Executive Officer;
the review of the variable compensation of the Chief
●
Executive Officer;
the variable compensation of the Chairman and Chief
the definition of the performance objectives applicable to
●
Officer’s compensation;
the AFEP-MEDEF Code regarding the Chief Executive
the review of the conformity with the recommendations of
●
(including performance conditions);
the setting of terms and conditions of a stock option plan
●
the renewal of the composition of the Board of Directors;
●
fees (jetons de présence).
the determination of the rules for the allocation of Directors’
●