1.3. REMUNERATION POLICY FOR THE DIRECTORS

The remuneration policy for the Directors aims to determine, pursuant to the total package voted by the General Meeting, a remuneration which is competitive internationally, in order to be able to benefit from the best and most appropriate skills and expertise, in compliance with the Group’s diversity policy.

First of all, it provides for fixed remuneration (prorated if the term of office commences or comes to an end during the course of the year) allocated to the Directors. This remuneration is increased for the Lead Director, and an additional fixed remuneration is allocated to the Chairs of the four Board Committees, in order to take account of the level of responsibilities incurred and the work involved as a result of these duties.

It also includes a variable remuneration, which is the highest part, on the basis of each Director’s attendance at the meetings of the Board and the Committees/Working Group, in the form of the allocation of a fixed amount for each meeting. Attendance by video conference or telephone is remunerated by payment of half the said fixed amounts.

In order to take account of the distance for Directors coming from abroad, a fixed amount per trip is added to the variable remuneration for such Directors (the remuneration for intercontinental travel being twice that provided for intracontinental travel).

This policy promotes the regular and effective attendance in person by the Directors, which fosters dialogue between the Directors, contacts between such Directors and the management team, and, in general, a complete understanding by the members of the Company’s activities and issues, including any social and environmental issues, which ensures a robust governance for the Company’s long-term future.

The recognition of the role of the Lead Director, who receives specific remuneration in this regard, reflects the importance accorded by the Group to his governance tasks. The consideration, in the remuneration policy, of the work of the four specialist Committees is evidence of the importance accorded to the preparation of the principal Board decisions.

Accordingly, the remuneration policy, which is balanced and incentivizing, contributes to the quality of the Board’s work, the latter being thus able to determine the orientations of the Company’s activity and its strategy in the best interests of the Company, its employees and all the stakeholders.

It is stated that the Executive Officers do not receive remuneration in respect of their office as Director or as Chair of a Committee/Working Group while they perform executive duties at L’Air Liquide S.A. Moreover, pursuant to the provisions in force at the Group which apply to all the employees who perform duties on the Group companies’ Boards of Directors, and in agreement with the various stakeholders, the employee Directors do not receive remuneration in respect of their office as Director.

FURTHER INFORMATION ON THE REMUNERATION OF THE EXECUTIVE OFFICER

Summary of remuneration and stock options and performance shares granted to Executive Officer