French Commercial code
In forceI.-Companies whose shares are admitted to trading on a regulated market shall present, in a clear and comprehensible manner, within the corporate governance report referred to in the last paragraph of Article L. 225-37, where applicable, for each corporate officer, including corporate officers whose term of office has ended and those newly appointed during the past financial year, the following information:
1° Total remuneration and benefits of any kind, distinguishing between fixed, variable and exceptional components, including in the form of equity securities, debt securities or securities giving access to the capital or entitling the holder to the allotment of debt securities of the company or companies referred to in Articles L. 228-13 and L. 228-93, paid by reason of the office during the past financial year, or allocated by reason of the office in respect of the same financial year, indicating the main conditions of exercise of the rights, in particular the price and date of exercise and any change in these conditions;
2° The relative proportion of fixed and variable remuneration;
3° The use of the possibility of requesting the return of variable remuneration ;
4° Commitments of any kind entered into by the company and corresponding to items of remuneration, compensation or benefits due or likely to be due as a result of the assumption, termination or change of duties or subsequent to the performance thereof, in particular pension commitments and other lifetime benefits, mentioning, under conditions and in accordance with procedures laid down by decree, the precise procedures for determining these commitments and an estimate of the amount of the sums likely to be paid in this respect;
5° Any remuneration paid or allocated by a company included in the scope of consolidation within the meaning of Article L. 233-16 ;
6° For the chairman of the board of directors, the chief executive officer and each deputy chief executive officer, the ratios between the level of remuneration of each of these executives and, on the one hand, the average remuneration on a full-time equivalent basis of the company's employees other than corporate officers, and on the other hand, the median remuneration on a full-time equivalent basis of the company's employees other than corporate officers ;
7° Annual changes in remuneration, the company's performance, the average remuneration on a full-time equivalent basis of the company's employees, other than corporate officers, and the ratios mentioned in 6°, over at least the five most recent financial years, presented together and in a manner that allows comparison;
8° An explanation of how total remuneration complies with the remuneration policy adopted, including how it contributes to the long-term performance of the company, and how the performance criteria have been applied;
9° The way in which the vote of the last ordinary general meeting provided for in I of Article L. 22-10-34 has been taken into account;
10° Any deviation from the procedure for implementing the remuneration policy and any derogation applied in accordance with the second paragraph of III of Article L. 22-10-8, including an explanation of the nature of the exceptional circumstances and an indication of the specific elements from which derogation is made;
11° Application of the provisions of the second paragraph of Article L. 225-45.
II.-The provisions of the last two paragraphs of article L. 225-102 shall apply to the information provided for in this article.
III.-The procedures for disclosing the information provided for in I of this article and the processing of personal data shall be laid down by decree in the Conseil d'Etat.
