APC 2014 Annual Report Download - page 143

CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
Human Resources and CSR committee
The name and areas of competence of the Human Resources & The committee prepares for the board of directors’ deliberations
CSR committee were amended on May6, 2014. Until that date, it on (i) employee shareholder development, (ii) reviews made by the
was called the Compensation, Human Resources & CSR board on social and financial impacts of major re-organization
committee and it was competent to make proposals to the board projects and major human resource policies, (iii) monitoring
on corporate officer compensation. This competence has been management of risks related to Human Resources and (iv)
transferred to the Governance Committee, which has become the examining the different aspects of the Group’s CSR policy,
Governance and compensation committee. including the policy on the equal treatment of men and women.
Composition in 2014 Meetings in 2014
The internal regulations and procedures of the board of directors The committee, which met on February18, 2014, with all
stipulate that the Human Resources & CSR committee must have members present, drew up proposals for the board of directors on:
at least three members. the compensation of corporate officers (amount and structure of
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Until May6, the committee was made of up Serge Weinberg, compensation in 2014, objectives for 2014, and level of
Chairman, Magali Herbaut, Willy Kissling, Cathy Kopp and Rick achievement of objectives in 2013);
Thoman. 2014 annual long-term incentive plan and more specifically the
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implementation of the annual performance share plan and the
Since then, the committee consists of Henri Lachmann, Chairman, allocation of performance shares to corporate officers under this
Magali Herbaut, Willy Kissling, Linda Knoll and Cathy Kopp. plan, ensuring the application of the AFEP/MEDEF
At December31, 2014, 50% of the Human Resources & CSR recommendations of October6, 2008;
committee consists of independent directors. the implementation of «Say on Pay».
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Operating procedures
Since May6, the committee met 3 times and developed proposals
to the board on:
the analysis of human resource requirements to carry out the
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The committee meets at the initiative of its Chairman or at the
Group’s strategy;
request of the Chairman and CEO. The agenda is drawn up by the
Chairman, after consulting with the Chairman and CEO. It meets at adjustments to the status of the corporate officers;
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least three times a year. the 2015 long-term incentive plan;
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The committee may seek advice from any person it feels will help it the launch in2015 of a new Group employee share issue
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with its work. (Wesop 2015);
The Group Human Resources Director, Olivier Blum is the The committee also reported to the board on:
committee secretary. the performance reviews of Executive Committee members;
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Responsibilities
the review of succession plans for members of the Executive
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Committee;
the review of the Group’s CSR policy on equal opportunities and
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The committee develops proposals to the board of directors on: compensation for men and women;
the establishment of stock purchase or subscription options
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the review of Wesop 2014 (Group employee share issue);
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plans, the allocation of free/performance shares, and the the «discovery report» by Olivier Blum at the end of his 100
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monetary value of options or shares allocated to corporate days as head of Global Human Resources;
officers.
its 2014/2015 annual schedule;
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The committee issues opinions on proposals made by Senior
Management on: The attendance rate by its members was 100%. It reported on its
work to the board at the June 10-11, October28, and
compensation for members of the Executive Committee;
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December16, 2014 meetings.
principles and conditions for determining the compensation of
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Group executives.
The committee is kept informed of any nomination of members of
the Executive Committee and of key Group executives.
It reviews the succession plan for key Group executives.
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