Before each meeting, all pertinent documents and analyses relating to the different items on the agenda for the meeting are sent to each member of the Committee. Any document submitted to the Committee in connection with its responsibilities shall be considered confidential as long as it has not been made public by the Company. The proceedings of the Committee are confidential and shall not be discussed outside the Board of Directors. Decisions of the Committee shall be made by simple majority vote and shall be deemed to have been reached as a board. The proceedings of each Committee meeting shall be recorded in minutes of the meeting. 4. Prerogatives of the Committee The Committee shall report on its work to the Board of Directors. It shall submit to the Board its findings, recommendations and suggestions. The Committee may request any and all accounting, legal or financial documents it deems necessary to carry out its responsibilities. The Committee may call upon the Company’s staff members responsible for preparing the financial statements, carrying out internal control procedures, conducting internal audits, applying risk management or cash management procedures, investigating tax or legal matters, as well as the Statutory Auditors, to appear before it on any number of occasions to address issues in detail, without requiring the presence of the Chairman of the Board, the Chief Executive Officer, or Group Managing Director(s) of LVMH. These meetings may also take place in the absence of those responsible for the accounting and financial functions. After having duly notified the Chairman of the Board of Directors, the Committee may seek assistance from external experts if circumstances require. 5. Compensation of Committee members The members and Chairman of the Committee may receive a special Director’s fee, the amount of which shall be determined by the Board of Directors and charged to the total financial package allocated by the Shareholders’ Meeting.
The Committee expresses its opinion on the general policy for the allocation of options and bonus shares within the Group, also making proposals on the granting of options and bonus shares to senior executive officers and to Directors and Advisors who are employees of the Company or any of its subsidiaries by virtue of an employment contract. It adopts positions on any supplemental pension schemes established by the Company in favor of its senior executives and issues recommendations on any retirement benefits that might be paid to them upon leaving the Company. The Committee issues an opinion relating to the fixed and variable portions of compensation, whether immediate or deferred, and benefits in kind to be received by members of the Group’s Executive Committee and by other senior executive officers of the Group’s main subsidiaries, and on the allocation of options and bonus shares to these same individuals. To this end, the Committee may request copies of any agreements concluded
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