Viridien
Société Anonyme with a share capital of € 7,161,465 Registered office: 27 avenue Carnot, 91300 Massy Evry Trade and Company Register No. 969 202 241
(Article R. 22-10-14, IV of the French Commercial Code)
Viridien's Combined General Meeting of Wednesday, April 30, 2025, approved without modification the following resolutions regarding the remuneration policies applicable to corporate officers for financial year 2025 presented in the 2024 Universal Registration Document:
RESOLUTION | VOTING RESULT | UNIVERSAL REGISTRATION DOCUMENT |
15thresolution Remuneration policy of Directors | Approved at 98.40% | Section 4.2.1.2.d) Pages 192 to 194 |
16thresolution Remuneration policy of the Chairman of the Board of Directors | Approved at 98.33% | Section 4.2.1.2.a) Page 179 |
17thresolution Remuneration policy of the Chief Executive Officer | Approved at 97.75% | Section 4.2.1.2.b) Pages 180 to 186 |
18thresolution Remuneration policy of the Chairperson and Chief Executive Officer | Approved at 97.75% | Section 4.2.1.2.c) Pages 186 to 191 |
The corresponding excerpts from the 2024 Universal Registration Document are reproduced below.
Remuneration
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REMUNERATION POLICY FOR CORPORATE OFFICERS
This remuneration policy has been established in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code.
As of the date of this report, the Company's corporate officers are Philippe SALLE, Chairman of the Board of Directors and Sophie ZURQUIYAH, Chief Executive Officer of the Company, as well as all the members of the Board of Directors ("the Directors").
For the purposes of this report and pursuant to the provisions of the Corporate Governance Code of Listed Corporations (hereinafter "the AFEP-MEDEF Code"), "executive corporate officers" shall mean the Chief Executive Officer, potential Chief Operating Officers and Chairperson and Chief Executive Officer. The executive corporate officers, the Chairman of the Board of Directors and the Directors are collectively referred to as "corporate officers".
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Information relating to all corporate officers
Decision-making process and general principles
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HR AND LEGAL DEPARTMENTS
Remuneration benchmark based on market practices and comparable companies
Analysis of AMF, HCGE and AFEP-MEDEF's recommendations
If necessary, intervention of an external firm
APPOINTMENT, REMUNERATION AND GOVERNANCE COMMITTEE
Review of the remuneration paid for the elapsed financial year in accordance with the ex-ante policy
Recommendation of remuneration policies including the definition of performance criteria (together with CSR) to the Board
Assessment of performance criteria achievement
BOARD OF DIRECTORS
Annual executive session (without the presence of the CEO) to discuss, among other things, the remuneration of the Chief Executive Officer
Approval of the remuneration paid to corporate officers for the elapsed financial year
Determine the ex-ante remuneration policy for the Chief Executive Officer, the Chairman of the Board and Directors, based on the recommendations of the Appointment, Remuneration and Governance Committee
Publication of the Universal Registration Document
POST GENERAL MEETING
Board analysis of the voting results immediately after the General Meeting
Dialogue with the main shareholders and proxy advisors in case of significant dissent
Ongoing shareholder information via immediate publication on the Group's website of any remuneration awarded to senior executives
GENERAL MEETING
Ex-post vote on remuneration paid for the elapsed financial year
Ex-ante vote on remuneration policies determined by the Board
for the ongoing financial year
DIALOGUE WITH SHAREHOLDERS
Dialogue with the main shareholders and proxy advisors regarding the plan for the evolution of the Company's governance and corporate officer remuneration prior
to the General Meeting
Determination of the remuneration policy
The remuneration policy for corporate officers is determined by the Board of Directors on the recommendation of the Appointment, Remuneration and Governance Committee. This policy is regularly reviewed and discussed by the Board of Directors in order to be in accordance with the corporate interest of the Company, contribute to its sustainability and to be in line with its business strategy.
The Company's remuneration policy was created based on four cornerstones which form the heart of the Company's day-to-day focus - its employees, its sustainability as a company, the fight against corruption, and the environment. Through an ongoing and forward-looking approach, every effort has been made to identify, prevent, manage and resolve all risks linked to these four fields, both at a site and/or project level as well as at the level of governance bodies. These key areas of focus are at the foundation of the Company's commercial strategy, which is defined via promotion and development objectives within the industry,
building long-term relationships, developing alliances with major clients and partners, and on a global level, sustaining operational performance. These various elements are implemented by ensuring the Company attracts and retains key skills in a stimulating work environment while maintaining the health and safety of all.
As such, the remuneration policy complies with the following general principles, which are established in accordance with the AFEP-MEDEF Code recommendation.
The global remuneration policy for executive corporate officers is intended to drive performance and align executive remuneration with the Group's business strategy. Therefore, the variable portion of remuneration is performance-based and contingent on the executive's performance. The long-term remuneration tools put in place by the Company also represent a significant part in linking the remuneration of the executive corporate officers to the interests of the shareholders.
Therefore, this policy makes it possible to compensate decision-making that creates long-term value for the Company, ensuring its sustainability. A suitable remuneration policy is essential, particularly taking into account the cyclical nature of the Group's activity, in order to attract, motivate and retain talent while generally ensuring a good level of competitiveness for remuneration packages. This dual objective of attracting and retaining talent was one of the principal strands of the general sustainable development policy across all employees.
Review of the remuneration policy
The Group remuneration policy is regularly reviewed, taking into account market practices and how competitors have evolved in order to ensure consistency at both a global and industry level. Concerning executive corporate officers, the Company works with specialized external firms whose comments are submitted to the Appointment, Remuneration and Governance Committee. The latter then shares its recommendations with the Board of Directors for their decision-making process.
Implementation of the remuneration policy and role of the Appointment, Remuneration and Governance Committee
The remuneration policy applicable to the corporate officers will be implemented by the Board of Directors, as recommended by the Appointment, Remuneration and Governance Committee and in compliance with applicable legal, regulatory and statutory frameworks and in respect of the general principles outlined in section 4.2.1.1.a) of this Document.
The Appointment, Remuneration and Governance Committee meets regularly to verify that the remuneration policy adopted by the General Meeting is correctly applied.
The composition and tasks of the Appointment, Remuneration and Governance Committee in determining, reviewing and implementing the remuneration policy are defined in section 4.1.3.3.b) of this Document and in the Board's Internal Rules and Regulations.
Application of the remuneration policy
Principle
The remuneration policy is submitted for approval at the ordinary General Meeting each year, commonly referred to as "ex-ante vote." In the event the General Meeting does not approve the resolution, the remuneration policy for corporate officers previously approved by the General Meeting would continue to apply, and the Board of Directors would submit a draft resolution for approval at the next General Meeting, presenting a revised remuneration policy and indicating how the shareholders' vote and, where applicable, the opinions expressed at the General Meeting have been taken into account. In the absence of a previously approved remuneration policy, remuneration would be determined in accordance with the remuneration awarded for the previous financial year or, in the absence of remuneration awarded for the former financial year, in accordance with the existing practices within the Company.
Appointment of new corporate officers
The principles, criteria and elements of compensation provided for in the remuneration policy are applicable to any corporate officer appointed during the financial year.
The Board of Directors, on the recommendation of the Appointment, Remuneration and Governance Committee, will then determine the objectives, performance levels, parameters, structure and maximum percentages in relation to their fixed annual remuneration, which may not exceed those of the replaced corporate officer.
Exceptions to the application of the remuneration policy
In the event of exceptional circumstances, the Board of Directors may, in accordance with Article L. 22-10-8, III paragraph 2 of the French Commercial Code, depart from the application of the remuneration policy when this departure is temporary, in accordance with the Company's interests and necessary to guarantee the Company's continuity or viability.
The Board of Directors will justify these adjustments in detail in view of the impact on the Company's performance and the economic consequences resulting from these exceptional circumstances. Under no circumstances may the ceiling of the annual variable remuneration be modified.
These exceptions will be strictly implemented.
Consideration of the last vote of the General Meeting
As each year, prior to the General Meeting, the Company initiates a dialogue with the main shareholders and proxy advisors to inform them of plans for the evolution of the Company's governance and corporate officers' remuneration. It is on this occasion that the Company discusses the voting policies implemented at the previous meeting, in particular when these have led to negative votes or recommendations to vote against certain resolutions. The purpose of these regular exchanges is to ensure that the various expectations of stakeholders converge as much as possible on all governance issues while complying with corporate interest.
At the General Meeting of May 15, 2024, all of the resolutions related to "Say on Pay" were approved at more than 95%.
Based on the dialogue initiated with the main shareholders and proxy advisors, and given the positive results obtained at the last General Meeting(1), the Company did not identify a necessary modification of the principles of its remuneration policy applicable to corporate officers.
Changes in remuneration policy
Remuneration of the corporate officers:
proposal to increase, after the General Meeting of April 30, 2025 the combined role of Chairperson and Chief Executive Officer's annual fixed remuneration (detailed in section 4.2.1.2.c) of this Document),
proposal to adapt the financial and non-financial performance indicators used in the annual variable remuneration of the Chief Executive Officer and then of the combined role of Chairperson and Chief Executive Officer to better reflect the current strategy of the company (detailed in section 4.2.1.2.b) and 4.2.1.2.c) of this Document),
(1) Only resolution 4 related to Appointment of Ernst & Young et Autres as statutory auditors in charge of the assurance of sustainability information, was approved below 80% (68.13%). The Company had previously contacted the significant shareholder to discuss the proposed appointment and had understood that the shareholder planned to vote against this resolution due to an internal policy that is stricter than the legal provisions allowing the appointment of the current auditor for the certification of sustainability information. The Company has taken note of this position but does not consider it as shareholder dissent, as the appointment of a new auditor for the sustainability report will be presented at the next General Meeting.
proposal to review the peer group of the relative stock market performance criteria in the long-term incentive to adapt to the evolutions of the current peer group;
proposal to add in the remuneration policy of the Directors for 2025, an annual fixed remuneration for the functions as Lead Independent Director and the absence of remuneration in case of Board written consultation (detailed in section 4.2.1.2.d) of this Document).
- Information relating to each corporate officer
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Information relating to all corporate officers
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REMUNERATION POLICY FOR CORPORATE OFFICERS
For a clearer reading of this report, the words "Remuneration policy applicable in 2025" will be added. This remuneration policy will be applied in 2025, subject to a positive vote by the Annual General Meeting.
At its meeting of February 27, 2025, the Board of Directors, on the proposal of the Appointment, Remuneration and Governance Committee, determined the compensation policies for Executive Directors for 2025, namely that of the Chairman of the Board of Directors and the Chief Executive Officer for the period from January 1, 2025, to April 30, 2025, inclusive and then that of the combined role of Chairperson and Chief Executive Officer for the period from April 30, 2025, to December 31, 2025.
Remuneration policy applicable in 2025 for the Chairman of the Board of Directors
The remuneration of the Chairman of the Board of Directors is determined in accordance with the recommendations of the AFEP-MEDEF Code and in line with remuneration practices observed in France for non-executive Chairs of Boards. It is in line with the Company's corporate interest, contributes to its sustainability and is in line with its business strategy.
In accordance with Article L. 22-10-8 of the Commercial Code, this remuneration policy will be submitted for approval by the General Meeting to be held to approve the financial statements for the financial year ending December 31, 2024.
The Chairman of the Board of Directors' functions are described in section 4.1.3.2.a) of this Document and are currently held by Philippe Salle, whose biography is presented in section 4.1.3.1.f) of this Document. The Chairman of the Board is appointed for the same duration of his Directorship's term of office.
The policy is applicable in case of a dual governance system with a Chairman of the Board of Directors and a Chief Executive officer.
Total remuneration and benefits of any kind
Respective Importance of Remuneration Elements
The remuneration of the Chairman of the Board of Directors consists of fixed remuneration for his duties as Chairman of the Board of Directors, and variable remuneration for his duties as a Director, which is linked to attendance (variable part).
Annual fixed remuneration as Chairman of the Board of Directors
The Chairman of the Board of Directors may receive a fixed annual remuneration.
For the 2025 financial year, the annual fixed remuneration of Philippe SALLE in his capacity of Chairman of the Board of Directors is maintained at €170,000 gross on an annual basis, in accordance with the decision of the Board of Directors dated February 27, 2025, following the recommendation of the Appointment, Remuneration and Governance Committee.
The annual fixed remuneration of Philippe SALLE will be prorated based on his presence as Chairman of the Board of Directors between January 1, 2025 and April 30, 2025.
Remuneration as Director
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The Chairman of the Board of Directors may receive remuneration related to his office as Director, the amount of which is defined in the remuneration policy applicable to Directors in 2025 presented in section 4.2.1.2.d)of this Document.
For the 2025 financial year, the Chairman of the Board of Directors does not receive any fixed portion for his term of office as Director, but he receives a variable portion of a maximum amount of €70,000 subject to an annual presence condition of at least 90%. Below 90% attendance rate, such remuneration will be paid on a pro rata basis. He may also receive a travel allowance.
The variable remuneration as Director of Phillipe SALLE will be prorated based on his presence as Chairman of the Board of Directors between January 1, 2025 and April 30, 2025.
Other short-term remuneration components
Social protection plans
The Chairman of the Board may benefit from the social protection that complements the basic scheme set up for the Group's employees.
Consequently, the Chairman may benefit from an insurance plan covering death and disability risks and may also benefit from medical coverage.
For the 2025 financial year, Philippe Salle will not benefit from such plans.
Benefits in kind
The Chairman of the Board may receive benefits in kind linked to the allocation of a company car.
For the 2025 financial year, Philippe SALLE will not benefit from a company car.
Other forms of remuneration
The Chairman of the Board of Directors does not receive any other form of remuneration. In particular, he does not receive:
any annual or multi-annual variable remuneration;
any stock options or stock purchase options;
any free or performance shares.
The Chairman of the Board of Directors does not benefit from any retirement benefits, non-compete indemnities or contractual severance payments.
Remuneration policy applicable in 2025 for the Chief Executive Officer
The remuneration policy applicable to the Chief Executive Officer is designed to remunerate performance, measured in the short, medium and long term. Each component of this policy has distinct yet complementary objectives.
As a result, every effort is made to ensure that it complies with
2025 CEO REMUNERATION POLICY
Group BTC revenue Group segment revenue
1
3
.
3
3
%
2
0
%
1
3
.
3
3
%
Free EBITDA
0
%
Group net
Group strategic and financial plans management
Business, organization, people and operations performance management
6
.
6
7
%
1
3
.
3
ESG
3
%
6
.
6
7
%
6
.
6
7
%
Debt refinancing
the Company's corporate interests, contributes to its long-term sustainability and is in line with its business strategy.
To determine the remuneration of the Group's Chief Executive Officer, the Board of Directors relies on a market survey conducted by an independent firm. In 2025, the targeted peer
cash flow
FIXED
STI
1/3
LTI
2
TSR vs peer group
3
0
%
2
0
%
Growth of
group is based on a selection of companies leveraging the existing peer group from the CAC Mid 60 index and the proxy advisor ISS peer group excluding US based companies. The peer group focuses on companies of comparable size in terms of revenue (between half and two times the revenue of Viridien) and geographical location focusing on Europe based companies under comparable market conditions. The total compensation targeted is at the median in terms of total remuneration (fixed, annual
2
0
%
Financial criteriaREMUNERATION
1/3
1/3
ESG
beyond the core revenue
3
0
%
Average net debt/EBITDA
variable and long-term remuneration).
The Board ensures that the remuneration policy for corporate officers remains consistent with that of the Group's other executives.
In accordance with Article L. 22-10-8 of the Commercial Code, this remuneration policy will be the subject of a resolution submitted for approval to the General Meeting called to approve the financial statements for the financial year ending December 31, 2024.
The position of Chief Executive Officer is described in section 4.1.2.1 of this Document and is currently held by Sophie ZURQUIYAH, whose biography is presented in section 4.1.3.1.f). Her term of office started after the General Meeting held on April 26, 2018 for four years and was renewed at the General Meeting held on May 5, 2022 for a period of four years until the end of the Ordinary General Meeting called to approve the financial statements for the financial year ending on December 31, 2025. Sophie ZURQUIYAH also combines her term of office as Chief Executive Officer with that of Director of the Company, the terms of which are aligned (see section 4.1.2.1.b). As of the General Meeting of April 30, 2025 Sophie ZURQUIYAH will additionally assume the role of Chairperson of the Board of Directors. Therefore, this Chief Executive Officer remuneration policy will apply for Sophie ZURQUIYAH between January 1, 2025 and April 30, 2025.
Total remuneration and benefits
Respective importance of remuneration elements
The total remuneration package is structured in a balanced way around the three main remuneration components (fixed remuneration, annual variable remuneration, long-term remuneration), and is aligned with the business strategy:
Non-financial criteriaThe chart above demonstrates the target package structure. Details of the maximum achievable are outlined below.
Fixed remuneration
In accordance with the AFEP-MEDEF Code's recommendations, the Chief Executive Officer's remuneration, including its fixed portion, is reviewed annually by the Appointment, Remuneration and Governance Committee. The annual fixed remuneration is in principle only updated at relatively long intervals and the Company has not opted for an annual change. In the event of a significant increase, the reasons for this increase are explained.
The fixed compensation of the Chief Executive Officer is at the market median of the selected peer group (+2%).
The fixed compensation serves as a reference to determine the percentage of annual variable compensation and the valuation of the long-term compensation. Its amount is paid monthly.
Following the recommendation of the Appointment, Remuneration and Governance Committee, the Board of Directors meeting of February 27, 2025 decided to maintain the current fixed remuneration for Sophie ZURQUIYAH, at €680,400 gross on an annual basis. This fixed remuneration will be paid to Sophie ZURQUIYAH on a prorated basis between January 1, 2025 and April 30, 2025.
Annual variable remuneration
Methods of determination
The Board of Directors and the Appointment, Remuneration and Governance Committee pay particular attention to ensuring that the Chief Executive Officer's annual variable remuneration policy is aligned with Company performance and focused on creating value for the Company. Therefore, objectives within the remuneration policy align the CEO's remuneration with the Company's strategy, and rewards financial and operational performance.
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Disclaimer
Viridien SA published this content on April 30, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 02, 2025 at 17:49 UTC.
