Pursuant to article L. 22-10-34-I of the French Commercial Code, Shareholders are invited to approve the 13th resolution on information relating to the remuneration of the Company’s corporate officers (the Chairman and Chief Executive Officer and Directors) listed in article L. 22-10-9-I of the French Commercial Code.
As was the case in the previous year, the information provided notably includes total remuneration and other benefits paid in 2021 or awarded to the Chairman and Chief Executive Officer in respect of the 2021 fiscal year and elements which establish the link between the Chairman and Chief Executive Officer’s remuneration and the Company’s performance, as well as communication of remuneration ratios, both on the legal scope and on an expanded scope. This information also includes the new formula for the breakdown of Directors’ remuneration for the 2021 fiscal year, established in accordance with the remuneration policy approved by the General Meeting of May 4, 2021, within the overall package of 1.3 million euros per fiscal year, which has not changed since 2020.
This information is described in the Report on Corporate Governance included in chapter 3 of the 2021 Universal Registration Document.
(Approval of information relating to the remuneration of corporate officers stated in article L. 22-10-9-I of the French Commercial Code)
The Shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, approve, pursuant to article L. 22-10-34-I of the French Commercial Code, the information mentioned in article L. 22-10-9-I of the same Code, which are included in the Board of Directors’ Report on Corporate Governance, in chapter 3 “Corporate governance”, in the section entitled “Remuneration of L’Air Liquide S.A. corporate officers” in the paragraphs headed “Remuneration of the Executive Officer (including the information mentioned in article L. 22-10-9-I of the French Commercial Code)” and “Remuneration of non-executive Directors (including the information mentioned in article L. 22-10-9-I of the French Commercial Code)".
Pursuant to article L. 22-10-8-II of the French Commercial Code, Shareholders are invited to approve the remuneration policy applicable to corporate officers.
The elements of this policy, including the remuneration policy for Executive Officers and non-executive Officers, their application to each Company Officer and the policy applicable to Directors, are described in the Report on Corporate Governance in chapter 3 of the 2021 Universal Registration Document, in the section entitled “Remuneration policy applicable to corporate officers” and summarized in the 2022 Invitation to the Annual General Meeting.
This year, the policy applicable to Company Officers is established in relation to the changes to the Group’s governance announced on December 1, 2021, in the context of the succession of Mr Benoît Potier in Executive Management. At its meeting of November 30, 2021, the Board of Directors, on the recommendation of the Appointments and Governance Committee, announced its intention of separating the roles of Chairman of the Board of Directors and Chief Executive Officer, renewing Mr Benoît Potier's term of office as Chairman of the Board of Directors and appointing Mr François Jackow as Chief Executive Officer at the end of the General Meeting of May 4, 2022, with effect from June 1, 2022.
The approval of the remuneration policy is the subject of the 14th resolution for Mr Benoît Potier, due to his term of office as Chairman and Chief Executive Officer from January 1, 2022 to May 31, 2022, the 15th resolution for Mr François Jackow, due to his term of office as Chief Executive Officer as of June 1, 2022, the 16th resolution for Mr Benoît Potier due to his term of office as Chairman of the Board in a separate governance structure as of June 1, 2022, and the 17th resolution for the Directors of the Company.
