The Appointments and Compensation Committee has at least three members. It has at its disposal, in liaison with the Chief Executive Officer, the services of the support divisions of the Company and its subsidiaries. In the performance of its assignment, it may call on any outside advisor or expert it deems useful.
The Committee meets at least twice a year, meetings being called by the Chairman, who may organize any additional meetings as circumstances require.
The assignments of the Appointments and Compensation Committee are:
to prepare decisions on the remuneration of the Chief Executive Officer and any Chief Operating Officer(s) and to propose, as required, qualitative and quantitative criteria for determining the variable portion of such remuneration;
to assess all the other benefits and compensation awarded to the Chief Executive Officer and any Chief Operating Officer(s);
to consider proposed stock option and free share plans for employees and senior managers so that the Board of Directors can set the aggregate or individual number of options or shares awarded and the terms and conditions for awarding them;
to examine the composition of the Board of Directors;
to examine candidacies for directorships, having regard to the candidates' business experience and skills and the extent to which they are representative in economic, social and cultural terms;
to consider candidacies for the position of Chief Executive Officer and, where applicable, of Chief Operating Officer;
to obtain disclosure of all useful information relating to the methods of recruitment, remuneration and status of the senior executives of the Company and its subsidiaries;
to make any proposals and issue any opinion on the directors' fees or other remuneration and benefits granted to directors and non-voting members;
to assess the position of each director in light of any relationship they might have with the Company or with Group companies that might compromise their freedom of judgment or lead to potential conflicts of interest with the Company;
to carry out regular appraisals of the Board of Directors.
The Appointments and Compensation Committee is made up of five members, appointed for the duration of their term of office as director.
Chairman and Chief Executive Officer of Foncière Euris
Anne-Marie de Chalambert*
Executive Vice President of Human Resources, Casino Group, representative of La Société Forézienne de Participations
Chairman of the Management Board of the Camaïeu Group
President of the Appointment and Remuneration Committee, Associate professor of private law