Compensation Policy Report

2010 Remuneration Policies and Practices Report

Newedge Group SA is subject to the 97-02 CRBF regulation on compensation of financial market professionals.
In accordance with article 43-2 of 97-02 CRBF regulation (as modified), Newedge Group SA has issued its 2010 report relating to remuneration policy and practices. This report is published following the approval of the 2010 financial accounts at the annual shareholder meeting on 25 May 2011.
Newedge Group SA (its branches and affiliates on a worldwide basis together “Newedge”) is committed to:

• award compensation that complies with applicable policies, industry rules and regulations;
• promote the appropriate behaviour and practices that will deliver good performance, long term value, and accountability;
• avoid enterprise risk including operational risk, credit risk, risk of bad debt, legal risk, and reputational risk; and
• ensure compliance with the core principles of Newedge and relevant performance conditions.

Compensation Governance: Subject to the general oversight and authority of the board of directors of Newedge Group SA (the “Board”), the Remuneration Committee (“CoRem”) is responsible for (i) drawing up and submitting to the Board the criteria for determining the compensation of the Chairman, Chief Executive Officer, and the other Executive Committee Members, (ii) advising the Board on the compensation policy of the Group, (iii) approval of bonus awards for Executive Committee Members and for management staff whose total compensation exceeds certain thresholds or whose roles require that their compensation be reviewed; (iv) approval of the recruitment of front office or support staff whose total compensation exceeds certain thresholds; (v) approval of the global bonus pool used.

The CoRem includes representatives of Société Genérale and Crédit Agricole CIB. As of December 2010 the CoRem members are:

2010 Remuneration policies and principles : In 2010, the CoRem debated and validated Newedge’s progress on compensation reform and implementation of the amended CRBF n° 97-02 regulations relating to compensation within all Newedge entities.

In February 2011, the CoRem reviewed the implications of the revised CRBF n° 97-02 regulations to existing deferred earnings and deferral plans. Any position identified as having a significant impact on the risk profile of the firm became subject to a specific compensation policy. In addition, all members of the Executive Committee together with the heads of Treasury, Audit and Compliance are covered by the new regulation, and a deferral plan for this category will be fully implemented in 2011.

Pursuant to the amended CRBF n° 97-02 regulations on compensation, Newedge Group SA is also subject to the AMAFI professional rules relating to compensation of market professionals (version 13 April 2011).

Based on CoRem proposals, the Newedge board of directors (i) sets the compensation policy and ensures that it is consistent with the risk management objectives that it requires, (ii) validates the bonus pool used to fund all support and control functions’ discretionary bonus payments; (iii) validates the Chairman and CEO compensation packages.

During 2010, a compensation reform program was implemented for front office employees.

A global bonus pool is used to fund all discretionary bonus payments for support and control functions, including the Executive Committee. The bonus pool is determined after reviewing the performance of Newedge and is approved by the CoRem and the Board of Directors each year.

Guaranteed bonuses are used sparingly, and are usually limited to exceptional new hires for a maximum of one year.

Conclusion : Newedge ensures that its policy and rules reflect and incorporate sound remuneration practice within each of the jurisdictions within which it operates in accordance with guidance published by regulatory bodies and/or recommendations made by shareholder representatives and industry bodies.