Board of Directors

Composition

The Board of Directors consists of twelve members, nine of whom being considered as independent under the criteria set by the internal regulations of the Board of Directors and by the AFEP-MEDEF Code.

The directors shall serve for a term of office of four years.

The Board of Directors is chaired by Thierry Le Hénaff, Chairman and CEO.
The Board of Directors has decided to combine the functions of Chairman of the Board and Chief Executive Officer. This choice is justified by a Board of Directors, which except for Thierry Le Hénaff, and Patrice Bréant, director representing shareholder employees, exclusively comprises directors considered as independent. Moreover, the Strategy Commitee comprises exclusively independant directors. This choice also takes into account the leading practices of French companies.

Duties

The Board of Directors determines the strategic guidelines governing the Group’s activity and oversees their application.

To this end, it:

  • reviews strategic developments in the Group,
  • monitors their implementation and management,
  • takes decisions regarding major transactions,
  • monitors the quality of information supplied to shareholders and the markets,
  • ensures the quality of the Board of Directors’ operations.

Organization of work

The Board of Directors met seven times in 2012.

The average attendance rate for all directors at these meetings was 90%.

Every three years, an assessment report is realized on the functioning of the Board by an external consultant. This assessment was done in 2012.

Some subjects are submitted for prior review by one of the three specialized committees before being presented to the Board of Directors for approval such as:

  • the review of financial statements, the examination of internal control procedures, the activities of internal and external audit, as well as financial transactions by the Audit and Accounts committee,
  • the composition of the Board of Directors, the compensation policy, the employee share ownership schemes, and corporate governance principles by the Nominating, Compensation and Corporate Governance committee,
  • the Group’s main strategic guidelines by the Strategy committee.