4.2.3. The Compensation Committee

Composition:

• A majority of members are independent,
• The Compensation Committee has the expertise necessary to perform its mission,
• The Chairman of the Executive Committee is invited to meetings, except in the case of matters that concern him personally,
• The Secretary is Mr. Michel Defourny, Group Corporate Secretary.

Meetings:

• Meetings are prepared by the Group General Manager Human Resources, who attends the meetings,
• One meeting was held in 2017,
• Meeting attendance was 83.3%.

Activities:

The Compensation Committee fulfills the duties imposed on it by Article 526 quarter section 5 of the Companies Code.

It advises the Board of Directors on:

• the Company’s compensation policy and principles,
• the compensation levels for members of the Board of Directors and the Executive Committee,
• the Chairman of the Executive Committee’s compensation, short-term incentives and long-term incentives, and performance assessment
• Allocation of long-term incentives (performance share units and stock options) to the Company’s senior manager.

It prepares the annual compensation report for the Corporate Governance Statement and receives a yearly report about the compensation of General Management.