Board of Directors’ report to the Ordinary Shareholders’ Meeting on April 30, 2014. The audit found that the procedure in place and the quality of the information published in 2012 were satisfactory. The speciﬁc procedures for collecting and ensuring the reliability of corporate social and environmental information, and for preparing the annual “Grenelle II” report is now fully operational, under the supervision of Chief Financial Ofﬁcer and the Chief Human Capital Ofﬁcer and Information Systems Ofﬁcer.
with an employment contract, are not entitled to any component of compensation, indemnity or beneﬁt owed or liable to be owed to them in virtue of a termination or change of their functions, to any additional deﬁned beneﬁt pension plan, stock options or bonus shares. Detailed information additional to the disclosures below is provided in the Management Discussion and Analysis to which this report is amended.
3.1. Executive Directors
The sole executive directors are André Harari, Chairman of the Board of Directors, and Daniel Harari, Chief Executive Ofﬁcer. The compensation policy as decided by the Board of Directors is strictly identical for the Chairman and for the Chief Executive Ofﬁcer since the separation of their functions in 2002, as was previously the case. In particular, it takes into account the speciﬁc duties of the Chairman of the Board of Directors, who devotes the necessary time to these duties. Consistent with the prescriptions of the Internal Rules and Procedures, he holds no appointments in other companies. Acting in concert, the Chairman and the Chief Executive Ofﬁcer are jointly accountable for the outcome of the strategy pursued by the Group under their leadership. Their signiﬁcant stake in the capital ensures their interests are strongly aligned with those of the shareholders and the ﬁnancial performance of the Group. Their compensation comprises a ﬁxed portion and an annual variable portion. It does not include any multi-year variable compensation. The company does not award them bonuses in any form. This policy is clear, consistent with the long-term strategy, objectives and challenges of the Group, and directly linked to its performance. It has proved its worth both in tough years and in years of record proﬁts. The principles and rules for determining the compensation and beneﬁts of executive directors are subject to prior review and recommendation by the Compensation Committee. This Committee notably reviews total compensation and the precise rules for determining its variable portion and the speciﬁc annual performance targets that serve to calculate it. All of these components are then discussed by the Board of Directors in full session and are subject to its sole discretion.
3. PRINCIPLES AND RULES ESTABLISHED