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Appointments, Remuneration and Governance Committee

Members (at 31 Dec. 2017)

  • François David (Chairman)
  • Georges Chodron de Courcel
  • Pierre Lescure
  • Soumia Malinbaum
  • Hélène Molinari

At 31 December 2017, all of the Appointments, Remuneration and Governance Committee's members were independent.

Main tasks

  • Regarding Board and Committee membership:
    - defining the selection criteria of future members;
    - selecting and recommending Supervisory Board and Committee candidates to the Supervisory Board.
  • Regarding remuneration:
    - monitoring, where relevant, any components of remuneration that are not paid under the agreement with Lagardère Capital & Management (which, being a related-party agreement is monitored by the Audit) and may be allocated to Lagardère SCA's corporate officers from Group companies. Under current laws, this concerns share options and performance shares and the proportion they represent of the executive corporate officers' total remuneration,
    - proposing the overall amount of attendance fees to be paid to members of the Supervisory Board and Committees as submitted to the General Meeting, and the rules for determining and distributing attendance fees, in particular based on members' attendance at meetings.
  • Regarding governance:
    - regularly reviewing the independence of Supervisory Board members in light of the independence criteria defined by the Supervisory Board;
    - managing the annual assessment of the operations of the Board and its Committees;
    - carrying out advance assessments of potential risks of conflicts of interest between Supervisory Board members and the Lagardère group.
  • Regarding sustainable development (CSR):
    - examining the main labour, environmental and social risks and opportunities for the Group as well as the CSR policy in place;
    - reviewing the reporting, assessment and monitoring systems allowing the Group to prepare reliable ESG data;
    - examining the Group's main lines of communication to shareholders and other stakeholders regarding CSR issues;
    - examining and monitoring the Group's rankings attributed by ESG rating agencies.

The members of the Committee interview the Chairman of the Supervisory Board, the executive corporate officers or any other person of their choice when necessary.

The Chairman of the Committee reports to the members of the Board on the work conducted by the Committee.

Main activities in 2017

In 2017, the Committee met five times with an average attendance rate of 84%. All members were present at the meetings in March and September, 80% of members were present at the meetings in April and November, and 60% of members were present at the meeting in January.

  • During its meeting in January, the Committee analysed the composition of the Board and its Committees and the independence of its members, prepared the re-appointment of the members whose terms of office were set to expire, and reviewed the conditions for awarding performance shares to the executive corporate officers.
  • In March, the Committee reviewed and adopted the draft report of the Chairman relating to membership of the Supervisory Board, the application of the principle of balanced representation of women and men on the Board and the conditions under which the Board's work is prepared and organised.
  • During its meeting in April, the Committee launched the self-assessment of the Supervisory Board and its Committees, and in preparation for the General Meeting, examined the comments of the principal proxy advisors and investors with respect to the Supervisory Board.
  • In September, the Corporate Social Responsibility Director gave a progress report for 2017 on the Group's CSR roadmap. The Committee also approved its schedule and work plan for the coming year.
  • Lastly, during its meeting in November, the Committee received a briefing on the Group's ESG ratings. The Group Secretary General also presented the remuneration policy for the Managing Partners and its various components and criteria. The Committee also reviewed the findings of the self-assessment on the membership and operation of the Board and its Committees and commissioned a study on millennials to be carried out by two Committee members in 2018.

These meetings took place in the presence of the Group Secretary General and, when discussions fell within their areas of expertise, the Corporate Social Responsibility Director and her deputy.

Arnaud Lagardère Editorial

"2017 was a good year for our Group, in which we maintained our growth momentum. ..."
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The group's activities

The Lagardère group is a global leader in content publishing, production, broadcasting and distribution, whose powerful brands leverage its virtual and physical networks to attract and enjoy qualified audiences.
The Group's business model relies on creating a lasting and exclusive relationship between the content it offers and its customers.
It is structured around four business divisions.

 

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Financial information

The group's financial results, stock price, latest news, the calendar of upcoming events... Access all financial information related to Lagardère.