The Committee has two independent members:
- Carlo d'Asaro Biondo (Chairman)
- Jérôme Lescure
In the appointments area, the Committee:
- gives its opinion on the Chairman and Top Management's appointment plans, through the Board, at the Chairman's suggestion;
- examines and gives an opinion on appointment and replacement proposals for the main Group directors;
- puts forward proposals for selecting Board Members and Committee Members, given the desirable balance between the composition of the Board, in view of the composition of and changes in the Company's shareholders, and of the split between men and women within the Board;
- reviews the independence of the Board Members and of the candidates for membership of the Board or of a Committee;
- draws up a succession plan for the directors who are corporate officers, so as to be in a position to offer the Board succession solutions in the event of an unforeseen vacancy.
The Committee's role is to make all recommendations to the Board regarding the remuneration of the Chairman and the Top Management, as well as the allocation of attendance fees between the directors. The Committee also makes recommendations regarding the remuneration of the Group's senior managers.
It forwards these recommendations to the Board. These recommendations cover all components of the remuneration package: the fixed component including benefits in kind, the variable component, any retirement bonuses, supplementary pension schemes, share subscription and purchase options, and free shares, irrespective of whether these components are paid, awarded or paid for by the Company, its parent company or a company under its control.
The recommendations may also cover the balance between the various components comprising the total remuneration and the terms and conditions for the payment thereof, particularly in terms of performance.