Orano - Annual Activity Report 2024 296 5 CORPORATE GOVERNANCE AND GENERAL INFORMATION Compensation of corporate officers 5.2.1.2 Directors’ compensation policy Total amount of compensation allocated to directors The annual budget for attendance fees and thus for the overall compensation allocated to members of the Board of Directors for each financial year is set at 600,000 euros. This decision stands until a new decision is adopted by the General Meeting. This decision was approved on September 7, 2017 by the Minister of the Economy and Finance in accordance with Article 3 of Decree No. 53-707 of August 9, 1953 as amended concerning the French State’s control of domestic public-sector companies and certain organizations with an economic or social purpose. Criteria for the distribution and allocation of directors’ compensation components The compensation allocated to the Company’s directors is broken down according to the methods presented below. In order to recognize directors’ participation in the work of the Board, and thus their contribution to the successful implementation of the Company’s business strategy and continuity, this compensation includes a fixed and a variable part, this latter being indexed to the actual presence of each director at meetings of the Board and of its committees. The allocation between the fixed and the variable part of this compensation was set such that the variable part is dominant overall, especially for those directors who are members of Board Committees. (i) For meetings of the Board of Directors: (a) a flat annual fee intended to reflect the responsibility attached to the office, which fee may be withheld in the event of repeated absences. This fee is 10,000 euros per financial year. In the event of departure or appointment of a new director during the financial year, this fee is prorated, (b) an amount of 1,500 euros per meeting; (ii) For meetings of the Committees of the Board (including the Restricted Committee and non-permanent Committees): (a) an amount of 3,000 euros per meeting for the Chairman of the Audit and Ethics Committee, (b) an amount of 2,500 euros per meeting for each Committee Chairman excluding the Audit and Ethics Committee) (including the Restricted Committee and non-permanent Committees); and (c) an amount of 1,500 euros per meeting for each committee member, other than the Committee Chairman (including the Restricted Committee and non-permanent Committees). With regard to members residing outside of France, the amounts indicated in points (i) b and (ii) are doubled when they attend meetings physically. Payment will be made within 45 days of the end of the financial year. Directors attending a meeting of the Board of Directors or of a committee via teleconferencing or videoconferencing shall receive a fee equivalent to half of the fee paid to a Director resident in France and physically attending the meeting. As an exception, if the Board of Directors meets on the same date as the General Meeting, before and after said Meeting, a single attendance fee will be paid in respect of the two sessions. Moreover, each director is entitled to reimbursement, on presentation of receipts, of reasonable travel expenses incurred in carrying out his or her duties. 5.2.1.3 Compensation policy for officers Chairman of the Board of Directors A - Fixed compensation The Chairman of the Board of Directors receives annual fixed compensation within the limit of the Cap, excluding any other compensation except for such compensation as he/she may receive as a member of the Board of Directors. The amount of this fixed component is determined on the basis of personal criteria (including work history, experience, length of service and responsibilities), industry-specific criteria, and criteria related to the general economic environment and the Company’s public shareholding position. The Chairman of the Board of Directors is entitled to a fixed annual component of 120,000 euros gross as from his or her election by the Board of Directors, for the duration of his or her term of office. This decision was approved in principle for the entire term of office of the Chairman of the Board of Directors (renewed for a term of four years at the Board of Directors’ meeting of April 28, 2022) by the Minister of the Economy, Finance and Recovery on May 13, 2022, in accordance with Article 3 of Decree No. 53-707 of August 9, 1953, as amended, concerning the French State’s control of domestic public-sector companies and certain organizations with an economic or social purpose. B - Compensation allocated to the Chairman as a Director Pursuant to the decision of the General Meeting of July 27, 2017, approved on September 7, 2017 by the French Minister of the Economy and Finance, in accordance with Article 3 of Decree No. 53-707 of August 9, 1953, as amended, the Chairman may receive compensation for his/her directorship, within the limit of the Cap. The Board of Directors considers that the annual fixed component constitutes the sole compensation for his or her office. Consequently, in order to avoid any cumulative compensation, the Chairman of the Board is asked to waive any compensation he or she may receive as a director pursuant to this policy. The Chairman of the Board has therefore waived any compensation he may receive in his capacity as director.
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