SFIL Annual financial report 2018
5 I Shareholders’ Meeting of may 29, 2019 140 SFIL Annual Financial Report 2018 Eighth resolution: certification of financial statements by the Statutory Auditors Pursuant to article L.822-14 of the Code of Commerce, the Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for ordinary shareholders’ meetings, duly notes that the financial statements for the year ended December 31, 2018, have been certified by the Statutory Auditors: • Vincent Roty, partner, representing Ernst & Young et Autres, on the one hand; and • Sylvie Bourguignon, partner, representing Deloitte & Associés, on the other. Ninth resolution: opinion on the overall budget for compensation paid in 2018 Pursuant to article L.511-73 of the Monetary and Financial Code, the Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for ordinary shareholders’ meetings, issues a favorable opinion on the overall budget for all forms of compensation paid during the year ended December 31, 2018, to members of the Executive Committee, the Auditor General, financial market professionals, senior managers or employees exercis- ing managerial duties at a major operational unit, personnel managing a function responsible for legal affairs, finance (including tax and budget preparations), human resources, compensation policy, information technologies or economic analysis, risk management professionals and employees performing functions related to internal control and compliance as well as all employees whose variable compensation during the year exceeds EUR 87,500 or who have benefited during a year from an amount of fixed and variable income of more than EUR 200,000, the total of which amounts to EUR 7.03 million. Tenth resolution: approval of compensation items due or granted for the year ended December 31, 2018, to Philippe Mills, Chief Executive Officer The Shareholders’ Meeting, consulted pursuant to the provisions of articles L.225-37-2 and L.225-100 of the Code of Com- merce, voting in accordance with the conditions governing the quorum and majority required for ordinary shareholders’ meetings, issues a favorable opinion on the compensation items due or granted for the year ended December 31, 2018, to Philippe Mills, Chief Executive Officer, as presented in the Board of Directors’ report on corporate governance to the Share- holders’ Meeting, and approves the payment of the variable or exceptional compensation items. Eleventh resolution: approval of compensation items due or granted for the year ended December 31, 2018, to Chantal Lory, Chair of the Board of Directors The Shareholders’ Meeting, consulted pursuant to the provisions of articles L.225-37-2 and L.225-100 of the Code of Com- merce, voting in accordance with the conditions governing the quorum and majority required for ordinary shareholders’ meetings, issues a favorable opinion on the compensation items due or granted for the year ended December 31, 2018, to Chantal Lory, Chair of the Board of Directors, as presented in the Board of Directors’ report on corporate governance to the Shareholders’ Meeting. Twelfth resolution: approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable to Philippe Mills Having examined the report provided for by the last paragraph of article L.225-37 of the Code of Commerce, the Share- holders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for ordinary share- holders’ meetings, approves the principles and criteria for determining, allocating and granting the fixed, variable, and exceptional items making up the total compensation and benefits of any kind presented in the aforementioned report and payable, due to his term of office as Chief Executive Officer, to Philippe Mills. Thirteenth resolution: approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable to Chantal Lory Having examined the report provided for by the last paragraph of article L.225-37 of the Code of Commerce, the Share- holders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for ordinary share- holders’ meetings, approves the principles and criteria for determining, allocating and granting the fixed, variable, and exceptional items making up the total compensation and benefits of any kind presented in the aforementioned report and payable, due to her term of office as Chair of the Board of Directors, to Chantal Lory. Fourteenth resolution: renewal of a Statutory Auditor The Shareholders’ Meeting, voting in accordance with the conditions governing the quorum and majority required for ordi- nary shareholders’ meetings and having been informed of the Board of Directors’ report, notes that the term of office of Deloitte & Associés as a Statutory Auditor comes to an end, and resolves to renew Deloitte & Associés as a Statutory Auditor for a period of six years, which will end after the Ordinary Shareholders’ Meeting called to approved the financial statements for the year ending December 31, 2024.
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