SFIL Annual financial report 2018

2 I Report on corporate governance 58 SFIL Annual Financial Report 2018 2. Compensation information This section presents and describes the principles and crite- ria for determining, allocating and granting the fixed, varia- ble and exceptional components of total compensation and benefits of all kind attributable to the Chair of the Board of Directors and Chief Executive Officer in connection with their terms of office in 2018 and constituting the compensa- tion policy applicable to them. 2.1 – PRINCIPLES AND RULES FOR DETERMINING COMPENSATION FOR THE CHAIR OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER 2.1.1. Compensation of the Chair of the Board of Directors The Chair of the Board of Directors receives compensation in the form of attendance fees consisting of a standard amount to which are added attendance fees for attendance at Board meetings and, where applicable, specialized com- mittee meetings, subject to a cap proposed by the Compen- sation Committee and approved by the Board of Directors. Pursuant to the provisions of the decree 53-707 of August 9, 1953, amended by decree 2012-915 of July 26, 2012, relating to government control of national public compa- nies and certain organizations pursuing economic or social goals, which apply to SFIL, the Minister responsible for the economy approves the amount and allocation method for attendance fees as well as compensation items for the activ- ity of the Chair of the Board of Directors. 2.1.2. Compensation of the Chief Executive Officer Pursuant to the above-mentioned 1953 decree, the annual gross compensation of the Chief Executive Officer (1) of SFIL may not exceed EUR 450,000. It includes a fixed portion as well as a variable portion, which is less than 10% of the fixed compensation paid out. The payment of the varia- (1) According to the aforementioned decree of 1953, this includes, in the case of SFIL, the Chief Executive Officer and the Chair of the Board of Directors. ble portion is determined on the basis of criteria that take into account a financial indicator (gross operating income) and strategic objectives linked to the Company’s activ- ity. The achievement of these objectives is assessed by the Compensation Committee, followed by the Board of Directors. The determination of this variable compensation is approved by the Minister responsible for the economy. On this basis, the compensation of SFIL’s Chief Executive Officer, is proposed by the Compensation Committee to the Board of Directors for approval, subject to the approval of the Minister responsible for the economy. 2.2 – PRESENTATION OF PROPOSED RESOLUTIONS SUBMITTED TO SHAREHOLDERS’ VOTE Pursuant to the provisions of article L.225-37-2 of the Code of Commerce, a resolution on the compensation compo- nents of the Chief Executive Officer for 2018 as well as a resolution on compensation components for the Chair of the Board of Directors is submitted to the Shareholders' Meeting of May 29, 2019, for a vote (see tenth and eleventh resolutions below). Pursuant to the above-mentioned article, the payment of variable and exceptional compensation amounts for the pre- vious year is subject to the approval of the Annual Ordinary Shareholders’ Meeting that will be held on May 29, 2019. In addition, the principles and criteria applied to determine, allocate and award the components of compensation of the Chief Executive Officer and the Chair of the Board of Direc- tors are submitted to the Shareholders’ Meeting of May 29, 2019 for approval (see twelfth and thirteenth resolutions set out below). 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 pro- visions of articles L.225-37-2 and L.225-100 of the Code of Commerce, 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 Sandrine Peraud-Chemla (since April 24, 2018) Principal function: ALM Manager at SFIL Born on April 23, 1975 – French Dates of beginning and end of mandate : April 24, 2018 – 2022 Date of initial mandate: April 24, 2018 Biographical data •  Corporate and administrative management degree •  Financial engineering master’s degree •  1999-2013: Dexia Crédit Local –– Documentation Manager in credit back office and then market back office at Dexia Crédit Local (1999-2006) –– Back office reconciliations Manager (2006-2008) –– Back office documentation Manager (2008-2013) •  Since 2013: SFIL –– Project Manager in the Market Back Office (2013-2018) –– ALM Manager (since 2018) Business address: SFIL 1‑3, rue du Passeur de Boulogne 92130 Issy-les-Moulineaux Mandates and functions •  SFIL, ALM Manager •  SFIL, member of the Board of Directors (since April 24, 2018), member of the Financial Statements Committee (since June 14, 2018) Attendance at Board of Directors’ meetings* 100% Attendance at Financial Statements Committee meetings* 100% * Elected or appointed in fiscal year 2018 Works council representative Sandrine Barbosa