General principles of the compensation policy for the executive directors

The compensation policy for the executive directors is approved and reviewed every year by the Board of Directors on the proposal of the Compensation Committee. It is determined in accordance with the “Principles and rules for determining the compensation and other benefits of the executive directors”.

These principles and rules, approved by the Board of Directors at its meeting on February 9, 2012, are presented in the Chairman’s Report on Corporate Governance (see point 1.13. of chapter 5). They are based on the fundamental principles for determining the compensation of the executive directors set out in the AFEPMEDEF Code and ensure the consistency and stability of the compensation policy in line with the Group’s strategy.

The Board of Directors and Compensation Committee pay special attention to ensuring that the compensation policy is structured to create long-term value for the Company (in particular by introducing non-financial performance indicators) and takes account of the responsibility assumed while remaining reasonable and fair, in a context that values teamwork and motivation within the Company.

As such, the Company’s bodies also ensure a balance among the various components of the Chief Executive Officer’s compensation (fixed portion, variable portion and long-term compensation plan based on the allocation of performance shares).

The benefit accruing from participation in the pension plans is taken into consideration when determining the compensation policy applicable to the executive directors in line with the principles of the AFEP-MEDEF Code.

The relative position of the executive directors’ compensation to that of comparable issuers (in particular, CAC 40 companies and issuers operating in the oil and gas sectors) is examined every year, if necessary on the basis of studies undertaken by specialized firms.

The executive directors do not take part in any discussions or deliberations of the corporate bodies regarding items on the agenda of Board of Directors’ meetings related to the assessment of their performance or the determination of the components comprising their compensation.