The Appointments, Remuneration and CSR Committee is composed of 83.3% independent directors 1 / 2 and one employee director:
- Valérie Hortefeux*, Chairman of the Committee
- Valérie Bernis*
- Pascal Jouen**
- Véronique Morali*
- Arnaud de Puyfontaine
- Michele Reiser*
- Nicolas Sarkozy*
* Independent Director.
**Director representing employees.
The main tasks of the Appointments, Remunerations and CSR Committee are:
Regarding Board and Committee membership:
- defining the selection criteria for future members;
- making recommendations as to changes in Board membership and candidate profiles.
Regarding the appointment of executive corporate officers:
- issuing an advisory opinion to the Board of Directors on the proposed appointment or re- appointment of the Chairman and Chief Executive Officer (or of the Chief Executive Officer, as appropriate) as well as of the Deputy Chief Executive Officer(s) where appropriate;
- preparing for the future in terms of the membership of the Company’s management bodies, particularly by drawing up a succession plan for the executive corporate officers.
Regarding remuneration:
- proposing the overall amount of annual remuneration allocated to members of the Board of Directors, which is submitted to the General Meeting for approval;
- proposing to the Board of Directors the remuneration policy applicable to executive corporate officers (members of the Board of Directors and of the Board Committees, Chairman of the Board of Directors, Chief Executive Officer and, where applicable, Deputy Chief Executive Officer(s)), which is submitted to the General Meeting for approval;
- proposing to the Board the components of remuneration in accordance with the applicable policy.
Regarding governance:
- regularly reviewing the independence of members of the Board of Directors in light of the independence criteria set out in the Afep-Medef Code;
- managing the annual assessment of the operations of the Board and its Committees;
- carrying out assessments of potential risks of conflicts of interest between Board of Director members and the Group;
- reviewing the anti-discrimination and diversity policy implemented by General Management, notably as regards the principle of gender balance within the Group’s managing bodies.
Regarding sustainability information:
- examining the main corporate, environmental and social impacts, risks and opportunities for the Group;
- reviewing the strategy implemented in terms of CSR and sustainable development;
- analysing the main areas of CSR reporting to shareholders and other stakeholders, including the ratings obtained by the Group from non-financial rating agencies.