(Approval of the remuneration policy applicable to Directors)
The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report on Corporate Governance, approves,
pursuant to article L. 22-10-8-II of the French Commercial Code, the remuneration policy for the Directors, as presented in the
Company’s 2023 Universal Registration Document, in Chapter 3 “Corporate governance,” in the section entitled “Remuneration policy applicable to corporate officers,” in the paragraph headed “Remuneration policy applicable to Directors.”
The 14th resolution sets the amount of the total annual remuneration of Directors authorized per fiscal year. It should be noted that, by decision of the General Meeting of May 5, 2020, this amount was increased to 1.3 million euros. On the recommendation of the Remuneration Committee, the Board of Directors proposes to set the amount of the total annual remuneration that may be allocated to the Directors at 1.5 million euros, from 2024.
The proposed increase takes into account in particular the new composition of the Board of Directors which, since the recent appointments approved by the General Meeting of May 3, 2023, now comprises 14 members, including 12 appointed by the General Meeting, and the evolving regulatory context requiring an increased number of meetings of the Board of Directors and/or certain Committees.
The remuneration comprises fixed remuneration and variable remuneration based on lump-sum amounts per meeting, thereby taking into account the actual participation of each Director in the work of the Board and its Committees, as well as a fixed amount per trip for Directors who are not residents. For more details on these items, see information presented in the Company’s 2023 Universal Registration Document, in Chapter 3 “Corporate governance”, in the section entitled “Remuneration of L’Air Liquide S.A. corporate officers” in the paragraph headed “Remuneration of the non-Executive Directors (including information mentioned in article L. 22-10-9-I of the French Commercial Code)” and in the section entitled “Remuneration policy applicable to corporate officers,” in the paragraph headed “Remuneration policy applicable to Directors.”
(Setting of the total annual amount of Directors’ remuneration)
The General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report, decides, in accordance with article 16 of the Company’s articles of association, to set as of fiscal year 2024,
the amount of the annual fixed sum provided for in article L. 225-45 of the French Commercial Code to be allocated to the Directors as remuneration for their activities, at 1.5 million euros per fiscal year.
As from 2025, the Company will publish information on sustainability for the 2024 fiscal year in application of the provisions of Order no. 2023-1142 of December 6, 2023 on the publication and certification of information relating to sustainability and the environmental, social and corporate governance obligations of commercial companies, transposing Directive (EU) no. 2022/2464 (known as “CSRD”). The first publication relating to this information will appear in the 2024 Universal Registration Document.
In this context, on the recommendation of the Audit and Accounts Committee formulated following discussions with the Environment and Society Committee in a joint session of the two Committees, the Board of Directors proposes that the General Meeting appoints the college currently in charge of certifying the accounts as Statutory Auditors in charge of certifying the Company’s sustainability information and issuing a certification report on this information. The 15th and 16th resolutions therefore propose the appointment of the company PricewaterhouseCoopers Audit and the company KPMG S.A. to these functions respectively.
In accordance with the provisions of article L. 821-26 of the French Commercial Code, this certification assignment will respectively be carried out in the name of PricewaterhouseCoopers Audit and in the name of KPMG S.A. by a natural person partner, Shareholder or manager of the concerned company, duly registered on the list of Statutory Auditors authorized to perform the certification of sustainability information held by the Haute autorité de l’audit (French national audit authority), as provided for in article L. 821-13 of the French Commercial Code.
Following an internal selection process, open to the two Statutory Auditors, the Board of Directors considered that, in addition to the appropriate geographical coverage offered by the two companies of Statutory Auditors, their good understanding of Air Liquide’s challenges and operations as part of their assignment to certify the Group’s financial statements would be particularly useful in the implementation of the new regulations, and would allow to strengthen the connectivity between financial and sustainability information.
For all practical purposes, it is specified that in the context of this recommendation, the Audit Committee was not influenced by a third party and that no contractual clause that had the effect of restricting its choice was imposed on it.
Pursuant to the transitional provisions of Order no. 2023-1142 of December 6, 2023, it is proposed that the term of office of PricewaterhouseCoopers Audit and KPMG S.A. in respect of the sustainability information certification assignment be the same as that of the remaining term in respect of their financial statement certification assignment. The term of office of the two companies would thus expire at the end of the Ordinary General Meeting called to approve the 2027 financial statements.
