Contents

2Corporate governanceCompensationNon-Executive Corporate OfficersMembers of the Board of Directors receive attendance fees in anamount determined by the Annual General Meeting.Amount of attendance feesThe Annual General Meeting of 21 May 2008 set the annualamount of attendance fees payable to members of the Board ofDirectors to €700,000, applicable from 2008 until such time asshareholders decide otherwise.At its meeting on the same date (21 May 2008), the Board renewedthe decision taken at its meeting of 25 July 2007 based on theseparation of the offices of Chairman of the Board of Directorsand Chief Executive Officer of the Company, to compensate theChairman with an exceptional attendance fee of €250,000 inaddition to the attendance fees to which he is already entitled inhis capacity as a director. These additional fees are considerationfor his duties as Chairman and are deducted from the aggregateamount of annual attendance fees payable.In line with the rules adopted by the Board on 3 May 2005 whichremain in force, the remaining amount of €450,000 payable todirectors and non-voting observers is split into a fixed portionpaid in consideration of the work carried out by the directors outsideof Board meetings and for the duties entrusted to them, anda variable portion to be allocated among the directors and nonvotingobservers in accordance with their attendance at Boardmeetings and, if applicable, at the meetings of any committees ofwhich they are members.The fixed portion, representing 40% of total attendance fees,is divided equally between the directors. The variable portion,comprising 60% of total attendance fees, is divided among themembers of the Board, the committee members and non-votingobservers in accordance with their rate of attendance at the meetingsto which they are invited in relation to their respective dutiesand responsibilities.Payment of attendance feesPending any new decision by the Board, attendance fees for eachfinancial year shall be paid as follows:■■prepayment of part of the fixed portion and part of the variableportion calculated on the basis of directors’ attendance at pastmeetings and the estimated number of meetings for the year, atthe end of the Annual General Meeting held during the yearin question;■■payment of the remainder of the fixed and variable portions inthe first month of the year following that in respect of whichthe attendance fees are paid.Aggregate attendance fees paid in respect of 2012, including theamount paid to the Chairman of the Board of Directors, totalled€700,000.When attendance fees are payable to legal-entity directors, theyare paid directly to the entity in question and not to their permanentrepresentatives (i.e., to Allianz France for Pierluigi Richesand Peter Etzenbach, to Exor SA for Pierre Martinet, to FSI forBertrand Finet, and to DLMD for Nicolas Lebard). Attendancefees for Raffaella Papa and Alessandro Potestà were paid toExor SA, and those for Eric Lefebvre are paid to FSI.68 | Sequana | 2012 Document de référence (English version)