Two committees existed until May 14, 2019: an Appointments & Governance Committee, which met three times in 2019, and a Compensation Committee, which met four times in 2019. These two committees merged and became the Appointments, Compensation and Governance Committee, which met eight times in 2019. The overall attendance rate for these committees was 85.7%.
In 2019, the activity of the Appointments and Governance Committee and the Compensation Committee, then the Appointments, Compensation and Governance Committee, focused in particular on issues related to the succession of the Chief Executive Officer and Chairman.
The Chairman of the Board’s and the Chief Executive Officer’s compensation (for 2019) as well as annual variable compensation (for 2019 and 2020) and long - term compensation (for the period 2019 - 2021) for the Chief Executive Officer and Group senior executives were reviewed within the context of the succession and implementation of the new strategic plan. The Committee was also consulted on the new management structure proposed by the Chief Executive Officer as part of the “Shaping SUEZ 2030” strategic plan roll-out and paid close attention to the diversity policy applied to Group senior executives. The activity was marked by monitoring the succession process for the Chairman of the Board. As a result, the Committee met very regularly to define the process for selecting candidates for Chairman, then to complete the different steps of this process in order to make a recommendation to the Board of Directors. With the support of outside consultants, as part of the assessment mentioned above, the Committee began by collecting Directors’ opinions on the profile to look for. It then reviewed candidates who matched the profile defined. It hosted the candidates selected to assess and analyze them and their vision for the Group
Lastly, after having heard a diverse array of opinions on the candidates, and although the other candidates were excellent, the Committee formulated a recommendation to the Board that resulted in the unanimous appointment of Philippe Varin as Chairman effective as of May 12, 2020 (subject to his appointment as a Director by the Shareholders’ Meeting on May 12, 2020). Taking into account changes in the Board’s composition resulting from the departure of a certain number of Directors in 2019 and in 2020, the Committee also conducted a process to select new Directors in preparation for the Shareholders’ Meeting on May 14, 2019 (the process led to the appointment of Martha Crawford). At such times, the Committee reviews the composition of the various committees and sends the Board its recommendations on changes to their composition, as was done at the end of the Shareholders’ Meeting of May 14, 2019.
Lastly, the Committee worked on a new employee share issue which was rolled out during the 4th quarter of 2019.