French Commercial code
In forceI.-The remuneration policy referred to in I of article L. 22-10-76 includes the following information, relating to the executive manager or managers as a whole:
1° The way in which it respects the company's interests and contributes to the company's business strategy and long-term future;
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
4° The evaluation methods used to determine the extent to which the performance criteria for variable remuneration and share-based remuneration have been met;
Where the remuneration policy is based on a performance-based approach, the methods used to determine the extent to which the performance criteria for variable remuneration and share-based remuneration have been met
5° Where the remuneration policy is modified, a description and explanation of all substantial modifications and the manner in which the most recent votes of shareholders and general partners on the remuneration policy and on the information referred to in I of Article L. 22-10-9, where applicable adapted for sociétés en commandite par actions pursuant to Article L. 22-10-78, have been taken into account, as well as, where applicable, the opinions expressed at the last general meeting;
6° The arrangements for applying the provisions of the remuneration policy to newly appointed Executive Chairmen or those whose term of office is renewed, pending, where applicable, approval of the major changes to the remuneration policy referred to in II of Article L. 22-10-76;
7° Where the general partners provide for derogations from the application of the remuneration policy in accordance with the second paragraph of IV of Article L. 22-10-76, the procedural conditions under which these derogations may be applied and the elements of the policy from which derogations may be made.
II.
II -The remuneration policy specifies, for the manager or for each manager, 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 paid or allocated to them by virtue of their office, as well as their respective importance;
I.-The remuneration policy shall specify for the executive manager or each executive director
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 number of shares that may be allocated to the beneficiaries
3° Any deferral periods and, where applicable, the possibility for the company to request the return of variable remuneration;
4° The term(s) of office(s) and of any employment or service contracts with the company, the notice periods and the conditions of revocation or termination applicable thereto;
5° 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;
6° Where the company awards variable remuneration components, the clear, detailed and varied criteria, both financial and non-financial, including, where applicable, relating to the company's social and environmental responsibility, that determine their award and the way in which these criteria contribute to the objectives of the remuneration policy;
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 ceasing to hold office in the company, from engaging in 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 referred to 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 referred to in Article L. 242-1 of the French Social Security Code>
IV.
IV.-The remuneration policy referred to in I of Article L. 22-10-76 shall include the following information as applicable to members of the Supervisory Board:
The criteria for allocating the remuneration of members of the Supervisory Board shall include
1° The criteria for distributing the fixed annual sum allocated by the general meeting to the members of the supervisory board;
> The information referred to in I, II, III and IV above
2° The information referred to in I and, if applicable, II of this article, where applicable, adapted to the members of the supervisory board.
V.-The remuneration policy, the remuneration of the members of the supervisory board and the remuneration of the members of the supervisory board.
V.-The remuneration policy, together with the date and result of the last vote of the general meeting on the resolution referred to in II of article L. 22-10-76, shall be made public on the company's website on the business day following that of the vote and remain available to the public free of charge at least during the period in which it applies.
