APPOINTMENTS, REMUNERATIONS AND CSR COMMITTEE

At 31 December 2021, all of the members of the Appointments, Remuneration and CSR Committee were independent directors. The employee director also sat on this Committee during the year. Between 30 June and 31 December 2021, the Audit Committee met three times with a 91% attendance rate.

The main tasks of the Appointments, Remunerations and CSR Committee are:


In terms of Board and Committee membership: 

define the selection criteria for future candidates;

■ make recommendations on the evolution of the composition of the Board of Directors and the profiles of the candidates.


With regard to the appointment of corporate officers:

■ to give an advisory opinion to the Board of Directors on the proposed appointment or reappointment of the Chairman and Chief Executive Officer (or the Chief Executive Officer, as the case may be) and, where applicable, of the Deputy Chief Executive Officer(s); 

■ ensure that the composition of the Company's management bodies is prepared for the future, in particular through the establishment of a succession plan for executive directors.


With respect to compensation:

■ to propose the amount of the total annual remuneration allocated to the members of the Board of Directors to be submitted to the General Meeting;

■ to propose to the Board of Directors the compensation policy applicable to corporate officers (members of the Board of Directors and its Committees, the Chairman of the Board, the Chief Executive Officer and, where applicable, the Deputy Chief Executive Officer(s)), which is submitted to the General Meeting;

■ propose to the Board of Directors the elements of compensation in accordance with the applicable policy.

In the area of governance: 

■ periodically review the independence of the members of the Board of Directors in light of the independence criteria set out in the AFEP-MEDEF Code;

■ managing the annual evaluation process of the functioning of the Board and its Committees; 

assessing the risks of conflicts of interest between members of the Board of Directors and the Group (in conjunction with the Ring Fencing Officer if the ring fencing mechanism isapplicable) and make proposals to the Board of Directors, including anyspecific adjustments to this mechanism that may be appropriate to deal withparticular cases;

■ review the non-discrimination and diversity policy implemented by senior management, particularly with regard to the balanced representation of women and men in management bodies.


In terms of sustainable development (CSR):

■ examine the main risks and opportunities for the Group in terms of social, societal and environmental issues and the CSR policy implemented;

■ review the reporting, evaluation and control systems to enable the group to produce reliable non-financial information;

■ review the main lines of communication to shareholders and other stakeholders regarding social and environmental responsibility;

■ review and monitor the ratings obtained by the Group from non-financial rating agencies.

The main work of the Appointments, Remunerations and CSR Committee are: 

■ reviewing the Group's CSR policy, the main CSR risks and opportunities and the key lines of CSR communication;

■ reviewing the Group's carbon footprint report and carbon trajectory;

■ review of the ESG reporting processes;

■ reviewing and following up on the Company's ESG ratings;

■ reviewing the remuneration policy for executive corporate officers with the assistance of an external advisor;

■ preparing the 2021 free share and performance share; plans;

■ reviewing a new supplementary pension plan for the Company's executive corporate officers;

■ reviewing D&O insurance policies covering the Group's corporate officers;

■ reviewing the proposed appointment of Noëlle Genaivre to the Committee.

These meetings took place in the presence of the Group Secretary General and Committee Secretary and, when discussions fell within their areas of expertise, the Head of Sustainable Development and CSR and the Deputy Director of Non-Financial Reporting and Environmental Responsibility, as well as the divisions' CSR correspondents. 


► The Appointments, Remuneration and CSR Committee is composed of:

> Virginie Banet*, Chairman of the Committee

> Laura Carrere*

> Noëlle Genaivre, Director representing employees

> Véronique Morali*

> Nicolas Sarkozy*


* Independent Director.



Message from the Chairman and Chief Executive Officer

"The conversion of Lagardère SCA into a joint-stock company (société anonyme) with a Board of Directors in 2021 marked a new chapter in the Group's history. Our governance is now characterised by a calm and constructive relationship with our main shareholders, which reinforces the integrity and durability of our Group..."

The group's activities

Created in 1992, Lagardère is an international group with operations in more than 40 countries worldwide. It employs around 27,000 people and generated revenue of €5,130 million in 2021.
The Group is structured around two priority divisions.

 

Financial information

The group's financial results, stock price, latest news, the calendar of upcoming events... Access all financial information related to Lagardère.