As stated in its Internal rules as amended on 18 March 2009, the Committee reviews and makes proposals or gives its opinion to the Board of Directors on the following subjects:
- the separation or combining of the functions of Chairman of the Board and Chief Executive Officer of the Company;
- the nomination (or revocation) of the Chairman of the Board and of the Chief Executive Officer;
- the nomination of new Directors including in case of unforeseeable vacancy; in particular, the Committee organises an appropriate procedure for selecting future independent Directors and makes its own independent research on potential candidates prior to their being approached;
- the nomination (or revocation), upon proposal of the Chief Executive Officer, of any other Executive Directors (“Dirigeants mandataires sociaux”) and members of the Executive Committee;
- the succession plans for the Company’s Executive Directors;
- the compliance by the Company with corporate governance principles that the Company abides by, notably regarding the policy with respect to the remuneration of the Executive Directors. The Committee advises the Board on the part of the annual report dedicated to the shareholders’ information on these matters and on Board’s work;
- the Board and Committees’ composition and functioning (including the Nominations and Remuneration Committee);
- the Company’s definition of an independent Director and the list of independent Directors to be inserted in the Company’s Annual Report;
- the whole of the elements comprising the compensation to be paid to the Executive Directors of the Company, including any award of stock options or performance-based shares, as well as compensation and benefits of any kind (including pensions and termination benefits) also paid to them by the Company or companies belonging to the Group. The Committee notably reviews and defines the rules for determining the variable part of such compensation, ensures their coherence with the annual performance evaluation and the strategy of the Company, and thereafter controls the implementation of these rules;
- the Company’s general policy relating to stock option plans including the granting, timing and frequency of allocations, and any proposed stock option plans including the proposed beneficiaries;
- the Company’s general policy relating to employee share purchase schemes and any proposed schemes;
- the Directors’ fees and the conditions for their award.
The Committee decides whether it will define, upon proposal of the Chief Executive Officer, the compensation and benefits of all or some of the members of the Executive Committee, including the principles and criteria used for their annual performance evaluation, in particular those for determining the variable part of their remuneration, or whether it will just be informed of these.
The Committee also develops and recommends to the Board for its approval, a formal process for evaluating the functioning of the Board and its Committees to be implemented at least every three years and, outside of the Directors concerned, prepares the annual performance evaluation of the Chairman of the Board and of the Company’s Executive Directors based on the principles applied to other Senior Corporate Executives.
Once a year, the Committee dedicates one of the items on its agenda to a debate concerning its functioning.
The Committee performs any other related activities as the Committee or the Board deems necessary or appropriate.