All of the members of the Appointments, Remuneration and CSR Committee are independent directors :
> Virginie Banet* , Chairman of the Committee
* Independent Director.
The main tasks of the Appointments, Remunerations and CSR Committee are:
In terms of Board and Committee membership:
- define the selection criteria for future candidates;
- make recommendations on the evolution of the composition of the Board of Directors and the profiles of the candidates.
With regard to the appointment of corporate officers:
- to give an advisory opinion to the Board of Directors on the proposed appointment or reappointment of the Chairman and Chief Executive Officer (or the Chief Executive Officer, as the case may be) and, where applicable, of the Deputy Chief Executive Officer(s);
- ensure that the composition of the Company’s management bodies is prepared for the future, in particular through the establishment of a succession plan for executive directors.
With respect to compensation:
- to propose the amount of the total annual remuneration allocated to the members of the Board of Directors to be submitted to the General Meeting;
- to propose to the Board of Directors the compensation policy applicable to corporate officers (members of the Board of Directors and its Committees, the Chairman of the Board, the Chief Executive Officer and, where applicable, the Deputy Chief Executive Officer(s)), which is submitted to the General Meeting;
- propose to the Board of Directors the elements of compensation in accordance with the applicable policy.
In the area of governance:
- periodically review the independence of the members of the Board of Directors in light of the independence criteria set out in the AFEP-MEDEF Code;
- managing the annual evaluation process of the functioning of the Board and its Committees;
- assessing the risks of conflicts of interest between members of the Board of Directors and the Group (in conjunction with the Ring Fencing Officer if the ring fencing mechanism isapplicable) and make proposals to the Board of Directors, including anyspecific adjustments to this mechanism that may be appropriate to deal withparticular cases;
- review the non-discrimination and diversity policy implemented by senior management, particularly with regard to the balanced representation of women and men in management bodies.
In terms of sustainable development (CSR):
- examine the main risks and opportunities for the Group in terms of social, societal and environmental issues and the CSR policy implemented;
- review the reporting, evaluation and control systems to enable the group to produce reliable non-financial information;
- review the main lines of communication to shareholders and other stakeholders regarding social and environmental responsibility;
- review and monitor the ratings obtained by the Group from non-financial rating agencies.