According to the company’s articles of association, each director must hold a minimum of 100 shares for the entire duration of their term of office. Each director also undertakes to comply with the professional code of ethics set out in the directors’ charter and the code of good conduct.
These documents, adopted by the Board of Directors, are intended to govern the rights and obligations of the directors, whether they be individuals or legal entities and, in the latter case, of their permanent representatives. They aim, in particular, to prevent any possible conflict of interest, to fix the rules governing transactions carried out by directors on company shares and the disclosures resulting from such transactions.
In line with the rules enacted for the purposes of corporate governance, the directors’ charter and the code of good conduct specify particularly that each corporate officer must comply with the stock exchange rules in force in the company and refrain from carrying out transactions on company shares about which they have access, by virtue of their function, to information that is not yet in the public domain. Moreover, the corporate officers must retain any newly acquired equity securities for a minimum period of three months and they may not carry out transactions on company shares during the periods preceding the publication of the financial statements. They may not trade on the stock exchange within the timeframe between the two following dates, at the latest: (i) either the first trading day following the closure of any calendar quarter, or the 20th trading day (inclusive) preceding the board meeting convened to approve the annual or half-yearly financial statements or the 16th trading day (inclusive) preceding the publication of the quarterly financial statements and (ii) the day (inclusive) on which the aforesaid financial statements are made public (as a general rule, the day after the meeting). These rules, being stricter than the recommendations issued by the French Financial Markets Authority and more suitable for the company’s method of operation, have not been modified.
In order to ensure the smooth running of the company’s corporate bodies, the Board has also adopted an internal regulation relating to the Board of Directors. This regulation specifies in particular the role of the Board and the status of its members, thus optimising the efficiency of meetings and discussions. Specialist committees have been established, composed of directors who decide on business matters that fall within the remit of the Board and who submit to the Board their opinions and proposals.
The majority of the Board members, who have held office as directors or managers of different companies, benefit both from skills in the area of company management and from sufficient financial expertise to enable them make enlightened and independent decisions on the group’s financial statements and on compliance with accounting standards. They bring all of their complementary skills and experience to the Board.
In accordance with the commonly admitted criteria for independence outlined in the AFEP/MEDEF reports, the Board is composed of seven independent Directors out of ten members: Mrs Christine Bénard, Mrs Cécile Helme-Guizon, Mrs Marie Lloberes, Mr Luc Argand, Mr Jean-Pascal Beaufret, Mr Jean-Yves Durance and Mr Michel Giannuzzi. A Director is considered to be “independent” when he/she does not directly or indirectly hold any relationship, in any way, shape or form, with the company, its group or its management team, that may compromise the exercise of his/her freedom of judgement.
Moreover, particular attention is paid to compliance with the freedom of judgment exercised by the directors both on the Board and in the context of specialist committees.
The Board composition complies with the AFEP-MEDEF corporate governance code in terms of both director independence and gender equality.
Particular attention is paid to ensuring directors’ freedom of judgement on the Board and the Board’s committees to ensure that the directors can fulfil their duties with the objectivity required.
Organisation and operation of the Board
The role of the Board of Directors is as follows:
- Duty of management:
Apart from issues arising from the Board’s legal or regulatory remit, it rules regularly on the Group’s strategic directions, internal restructures and significant investments or organic growth projects.
- Duty of review and examination:
Apart from issues legally falling within its remit (review and approval of the accounts and financial statements), the Board deliberates on significant acquisitions and disposals of investments and securities falling outside the strategy that it has determined. It also rules on any transaction or commitment that is liable to have a considerable effect on the group’s income, or to modify the structure of its balance sheet to a significant extent.
- Duty of precaution:
The Board is regularly informed, either directly or via its committees, of any significant event arising in the course of the company’s business activities. It may also be informed at any time, including in the interval separating meetings convened to review and rule on the financial statements, of any significant change in the financial situation of the company’s cash resources or its commitments.
- It also monitors the transparency of its activities with respect to the company’s shareholders.The Board of Directors meets at least four times per year and whenever the interests of the company require it, to deliberate collegially on the subjects submitted before it. During the financial year 2016, the Board met 15 times with an attendance rate of 92% among its members.
The Board committees
- The Appointments and Remunerations Committee
This committee is composed of 3 members (including 2 independent members) appointed for the duration of their term of office as director: Mr Jean-Yves Durance (Chairman), Mrs Isabelle Boccon-Gibod and Mrs Marie Lloberes.
The committee is assigned to review all issues relating to the remuneration, organisation and functioning of the Board of Directors and its committees as well as the submission before the Board of proposals relating to the remuneration of directors and corporate officers, including that of the Chairman and of the Chief Executive Officer. It reviews option subscription plans or share purchase schemes and planned bonus issues of shares that may be proposed by the management team.
- The Accounts Committee
This committee is composed of 3 members (all of them independent members) appointed for the duration of their term of office as director: Mr Jean-Pascal Beaufret (Chairman), Mrs Christine Bénard and Mr Michel Giannuzzi.
Its remit covers five broad areas: verification of accounting principles, approval of the company and consolidated financial statements, both annual and half-yearly, review of the group’s financial position and the risks to which it may be exposed and the status of the statutory auditors (appointments, independence). It meets regularly and may extend to the group’s directors and its employees. It many also meet with the statutory auditors, potentially not in the presence of the directors.
- The Strategy Committee
This committee is composed of 5 members. Its role is to propose the Group’s strategic directions, taking into account developments in the market and the potential risks to which the Group may be exposed. It reviews the best investment opportunities in line with the strategy thus defined. It meets when required at the initiative of its Chairman.