Orano - Annual Activity Report 2024 297 CORPORATE GOVERNANCE AND GENERAL INFORMATION 5 Compensation of corporate officers C - Other The Chairman of the Board of Directors does not receive any other compensation or benefits within the meaning of the Afep-Medef Code. Chief Executive Officer A - Fixed compensation The Chief Executive Officer receives fixed annual compensation within the limit of the Cap. 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. B - Variable compensation In order to adjust the Chief Executive Officer’s compensation to the environment, strategy and performance of the Company, and thereby contribute to the good implementation of the Company’s commercial strategy and to the continuity of its operations, an annual variable component linked to performance may be paid to the Chief Executive Officer in addition to the fixed compensation, within the limits of the Cap. This annual variable component is, where applicable, paid based on the achievement of quantitative and qualitative targets approved for each financial year by the Board of Directors. Each year, the Board of Directors defines the distribution and allocation criteria of these targets. Those criteria must be precise and established beforehand. In accordance with the recommendations of the Afep-Medef Code, quantitative targets are predominant. This variable compensation is paid in cash, once a year. C - Exceptional compensation In the interest of the group and stakeholders, the Afep-Medef Code provides for the possibility of paying exceptional compensation to executive corporate officers in very specific circumstances. D - Compensation allocated to the Chief Executive Officer as a Director Pursuant to the decision of the General Meeting of July 27, 2017, approved on September 7, 2017 by the French Minister for the Economy and Finance, in accordance with Article 3 of Decree No. 53-707 of August 9, 1953, as amended, the Chief Executive Officer may receive compensation for his/her directorship, within the limit of the Cap. The Board of Directors considers that the annual fixed component and the annual variable component linked to performance constitute the sole compensation for the office. Consequently, in order to avoid any cumulative compensation, the Chief Executive Officer is asked to waive any compensation that he may receive as a Director pursuant to this policy. E - Benefits in kind The Chief Executive Officer may receive a non-cash benefit in the form of a company vehicle. This non-cash benefit is not part of the capped compensation. F - Long-term compensation: award of free shares and award of share subscription or purchase options Officers may not receive multi-year or deferred compensation, performance shares or share purchase or subscription options. G - Severance and non-competition payments Severance payments The Chief Executive Officer may be granted a severance payment of a maximum amount equal to one year of maximum gross annual fixed and variable compensation. The Chief Executive Officer shall not be eligible for any severance payment if he (i) intends to claim his pension rights shortly after the ending of the term of office for whatever reason, even dismissal, or (ii) comes to hold another position within the group. The above-mentioned severance payment shall only be paid in the event of dismissal of the Chief Executive Officer, except for just cause. The severance payment shall be subject to performance conditions, in accordance with the following criteria: ● if the rate of fulfillment of the quantitative and qualitative objectives set for the last two full financial years averages out to at least 60%, the severance payment shall automatically be paid; ● if the rate of fulfillment of the quantitative and qualitative objectives set for the last two full financial years averages out to less than 60%, the Board of Directors shall appraise the performance of the person in question in view of the circumstances that affected the operation of the Company. The performance objectives shall be set every year by the Board of Directors. Non-competition payment In order to protect the legitimate interests of the Company, the Chief Executive Officer may be granted a non-competition payment in exchange for the undertaking that he would not carry out, directly or indirectly, an activity that competes with that of the group (namely, in the nuclear field, any mining activity in the field of uranium, the conversion, enrichment, reprocessing of used fuel, the dismantling of nuclear facilities, the transport of materials and the management of waste, in the medical field, any activity related to alpha therapy and any activity in the field of electric batteries) in France, the United States, European Union countries, the United Kingdom and Switzerland for a period of one year from the date of termination of his or her term of office. The amount of this compensation, payable monthly in twelfths, would be equal to one year of maximum gross annual fixed and variable compensation. The payment of the non-competition payment is excluded when the Chief Executive Officer assumes his pension rights. In any event, no compensation may be paid beyond the age of 65. The Board of Directors reserves the right to waive the implementation of the non-competition commitment, in which case no compensation would be due.
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