COMPENSATION AND BENEFITS 15 The tables below summarize the compensation and benefits of • Comprehensibility of the rules: the rules shall be simple and any kind paid to our Chief Executive Officer and to our directors, transparent; the performance criteria used to establish the in accordance with the tables on executive compensation of the variable part of the remuneration or, as appropriate, for the AMF recommendation No. 2014-14. attribution of options or bonus shares, shall be linked to the The aggregate compensation paid and benefits in kind granted performance of the Company, correspond to its objectives, by us to our current executive officers and directors, including be demanding, explainable and, as far as possible, sustainable. share-based compensation, for the year ended December 31, These shall be detailed, albeit without calling into question the 2017, was €1,975,095. For the year ended December 31, 2017, confidentiality which may be justified for certain elements. no amounts have been set aside or accrued to provide pension, • Measurement: the determination of the remuneration and retirement or similar benefits to our employees was attributable attributions of options or of bonus shares must strike a fair to our executive officers. balance and take account of the general interest of the Company, of market practices and of the performances of the directors. • Transparency: the annual information annual of “shareholders” 15.1 on all of the remuneration and benefits received by the directors COMPENSATION AND BENEFITS OF SENIOR shall be carried out pursuant to the applicable regulations. EXECUTIVES 15.1.1.1 Principles and criteria of determination, 15.1.1 CRITERIA FOR DETERMINATION, allocation and attribution of the elements comprising the ALLOCATION AND ATTRIBUTION OF THE FIXED, total remuneration and benefits of all kinds attributable VARIABLE AND EXCEPTIONAL ELEMENTS to the Chairman of the Board of Directors COMPRISING THE REMUNERATION AND BENEFITS These principles and criteria set by the Board, at the OF ALL KINDS ATTRIBUTABLE TO THE CHAIRMAN recommendation of the remuneration committee, are as follows: OF THE BOARD OF DIRECTORS AND TO THE CHIEF EXECUTIVE OFFICER Fixed remuneration The Chairman of the Board of Directors shal l receive fixed This part constitutes the report of the board of directors drawn remuneration, payable in 12 monthly instalments. This amount up by application of articles L.225-37-2 and R.225-29-1 of the shal l be revised each year on the basis of market practices Commercial Code, that has been approved by our shareholders’ observed in comparable companies, through recommendations meeting held on April 12, 2018, in its 11 and 12 resolutions.th th of the specialist external consulting firm. Within the context of the determination of the global remuneration Attribution of Equity Warrants (BSA) of the directors who are company representatives, the Board of Directors, at the proposal of the remuneration committee, The Chairman of the Board of Directors shal l be eligible for has taken into consideration the following principles, pursuant attribution of equity warrants. These unlisted equity warrants to the recommendations of R13 of the Middlenext corporate may be exercised for 10 years for the plans approved before 2016 governance code of September 2016: and 7 years for the 2016 and 2017 plan ears after their issue for • Exhaustiveness: the determination of the remuneration of a price set by the Board equal to at least 8% of the market value directors who are company representatives shall be exhaustive: of an ordinary share on the date of attribution. The exercise price fixed part, variable part (bonus), stock options, bonus shares, shal l be equal to the weighted average of the price of the last attendance fees, retirement conditions and specific benefits 20 trading sessions preceding the attribution date. shall be considered in the global assessment of remuneration. 15.1.1.2 Principles and criteria of determination, • Equilibrium between the elements of the remuneration: each allocation and attribution of the elements comprising the element of the remuneration shal l be grounded and shal l total remuneration and benefits of all kinds attributable correspond to the general interest of the Company. to the Chief Executive Officer • Benchmark: this remuneration shal l be assessed, as far as These principles and criteria, set by the Board, at the possible, in the context of a business and of the reference recommendation of the remuneration committee, are as follows: market and proportional to the situation of the Company, while paying attention to its inflationary effect. Fixed remuneration • Consistency: the remuneration of the director who is a Company The Chief Executive Officer shal l receive fixed remuneration, representative shall be determined in accordance with that of payable in 12 monthly instalments. This amount shall be revised the other directors and of the Company’s employees. each year on the basis of market practices observed in comparable 154– GENSIGHT BIOLOGICS – 2017 Registration Document