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Appointments and Compensation Committee

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.

*Independent director

Michel Savart

Chairman and Chief Executive Officer of Foncière Euris

Michel Savart

Chairman and Chief Executive Officer of Foncière Euris

Michel Savart is a graduate of the École Polytechnique and the École Nationale Supérieure des Mines de Paris. He started his career with Havas in 1986, then moved to Banque Louis Dreyfus in 1987, where he led various projects. Between 1988 and 1994 he managed projects for Banque Arjil (Lagardère Group) and advised the bank’s management board. From 1995 to 1999 he served as Managing Director of Mergers & Acquisitions at Dresdner Kleinwort Benson (DKB). In October 1999, Mr Savart joined Euris-Rallye as Head of Private Equity Investments and Advisor to the Chairman.

Anne-Marie de Chalambert*

Independent Director

Anne-Marie de Chalambert*

Independent Director

Anne-Marie de Chalambert began her career in 1962 as press secretary at Pathé-Marconi. In 1969, she moved into property development within the Valois region as commercial director. In 1980, she founded VLGI (Vente Location Gestion Immobilière), a subsidiary of Banque Lazard, where she was Chairman and Chief Executive Officer. In 1996, she joined Generali as Real Estate Director. She then became Chairman and Chief Executive Officer of Generali Immobilier, where she transformed Generali France’s primarily residential portfolio into a portfolio consisting of primarily office properties, mostly in Paris and the Paris region. She was appointed Chairman of Generali Real Estate Europe in 2004, where she unites the group’s various European real estate teams and invests in communal projects. In 2009, she took up the role of Chairman of the European Real Estate Committee at Generali Immobiliare. Since 2010, she has acted as a consultant to Institut Pasteur in its real estate strategy.

Yves Desjacques

Executive Vice President of Human Resources, Casino Group, representative of La Société Forézienne de Participations

Yves Desjacques

Executive Vice President of Human Resources, Casino Group, representative of La Société Forézienne de Participations

Yves Desjacques has a Master’s Degree in International Human Resources Management from the University of Paris II (1992). He began his career in June 1992 as a Human Resources Officer with Commercial Union Assurances, then joined Generali Assurances in 1994 where he served as Human Resources Manager for France Assurances (1994-1997), Vice-President of Human Resources for Generali (1997-2001), and Vice-President of Human Resources for Shared Corporate Functions (1998-2001). In 2001, he was appointed Vice-President of Human Resources and member of the Executive Committee of Védior France. He was appointed Executive Vice-President of Human Resources of Casino Group in 2007. Since 2007, he has been Chairman of the French Equal Opportunity in Education Association.

Elisabeth Cunin-Dieterle*

Chairman of the Management Board of the Camaïeu Group

Elisabeth Cunin-Dieterle*

Chairman of the Management Board of the Camaïeu Group

Elisabeth Cunin-Dieterle holds degrees from the École Polytechnique, ENSAE and Sciences Po Paris. She began her career at consulting firm McKinsey, before moving into the retail sector, firstly with Dia and then with Etam. She became Chief Executive Officer of André in 2001 and then of Etam Lingerie in 2005. In 2011, Ms Cunin-Dieterle became Chairman of Comptoir des Cotonniers and Princesse Tam Tam, brands owned by Japanese group Fast Retailing, which also owns Uniqlo. Since october 2013, she has been appointed Chairman of the Management Board at Camaïeu.

Bernard Bouloc*

President of the Appointment and Remuneration Committee, Associate professor of private law

Bernard Bouloc*

President of the Appointment and Remuneration Committee, Associate professor of private law

Bernard Bouloc has been a professor of law since 1969 and taught at Panthéon-Sorbonne University (Paris I) from 1981 to 2004. He has written several books on French law, including Les Précis Dalloz de Droit Pénal et de Procédure Pénale and Le Guide Pénal du Chef d’Entreprise, and is an editor and contributor to several legal journals such as La Revue des Sociétés, RTDCom, Lamy Concurrence, and La Revue de Sciences Criminelles. He was a member of the French Review Committee on criminal law and criminal procedure (Comité Léger), whose report was submitted to the French President in September 2009. He participated in the work of the French Council of State on the European Public Prosecutor from January to June 2011. He published the 24rd edition of the Précis Dalloz guide to general criminal law in June 2015 and the 25th edition of the guide to criminal proceedings in December 2015. He annotates corporate criminal law rulings at La Revue des Sociétés, and presented a conference on “the decriminalization of financial offenses” on December 8, 2014 to the Commercial Court of Paris, as well as a conference on money laundering on November 19, 2015 in Luxembourg.