In accordance with article L. 225-37-2 II of the French Commercial Code, shareholders are invited in the 11th resolution to approve the Executive Officers’ remuneration policy applicable to Benoît Potier for his role as Chairman and Chief Executive Officer, as well to Company Directors.
This policy is described in the Report on Corporate Governance included in the 2019 Universal Registration Document and is summarized in the 2020 Invitation to the Annual General Meeting, page 35.
(Approval of the remuneration policy applicable to Corporate Officers)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Board of Directors’ Report on Corporate Governance, approve, pursuant to article L. 225-37-2 II of the French Commercial Code, the Corporate Officers' remuneration policy as presented in the Company’s 2019 Universal Registration Document, in Chapter 3 “Corporate Governance”, in the section “Remuneration of L’ Air Liquide S.A. Executive Officers’ and Directors”, in the paragraph “Remuneration policy applicable to Corporate Officers”.
The 12th resolution sets the authorized amount of Directors’ remuneration per fiscal year. In 2018, the amount has been increased to 1.15 million euros. On the recommendation of the Remuneration Committee, the Board of Directors proposes to increase the amount of Directors’ remuneration that may be allocated each year to the Directors to 1.3 million euros as of 2020.
The proposed increase takes into account, in particular, the increase in the number of meetings in connection with the consolidation of the work program for the Board of Directors and certain committees as well as the desire to continue promoting a diversity of skills and nationalities within the Board of Directors during the intended future recruitments.
The Directors’ remuneration allocation formula comprises a fixed portion and a variable portion based on lump-sum amounts per meeting, thereby taking account of the effective participation of each Director in the work of the Board and its Committees as well as a fixed amount per trip for non-resident Directors. For further information regarding these elements, please refer to Chapter 3, p. 164, 165 and 186 of the 2019 Registration Universal Document.
(Setting the total annual amount of the Directors’ remuneration)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decides in accordance with article 16 of the articles of association, to set, from fiscal year 2020, the overall amount of fixed annual sum pursuant to article L. 225-45 of the French Commercial Code to be allocated to Directors as remuneration of their work at the amount of 1.3 million euros per year.
