The Board of Directors Members

Pierre Pasquier

Pierre Pasquier

Chairman

Kathleen Clark Bracco

Director – Deputy Chairman

Pierre Yves Commanay

Pierre-Yves Commanay

Director

Herve Dechelette

Hervé Dechelette

Independent Director

Nicole Claude Duplessix

Nicole-Claude Duplessix

Director

Emma Fernandez

Emma Fernandez

Independent Director

Michael Gollner

Michael Gollner

Independent Director

Helen Louise Heslop

Helen Louise Heslop

Independent Director

Pascal Imbert

Pascal Imbert

Independent Director

Veronique de la bachelerie

Véronique de La Bachelerie

Independent Director

Yann Metz-Pasquier

Yann Metz-Pasquier

Director

Marie Helene RIGAL-DROGERYS

Marie-Hélène Rigal-Drogerys

Independent Director

Herve Saint Sauveur

Hervé Saint-Sauveur

Independent Director

Yves de Talhouet

Yves de Talhouët

Independent Director
 

Duties of the Members

Audit Comittee Compensation Committee Nomination, Governance and Corporate Responsibility Committee
PIERRE PASQUIER
KATHLEEN CLARK BRACCO
PIERRE-YVES COMMANAY
HERVÉ DECHELETTE
NICOLE-CLAUDE DUPLESSIX
EMMA FERNANDEZ
MICHAEL GOLLNER
HELEN LOUISE HESLOP
PASCAL IMBERT
VÉRONIQUE DE LA BACHELERIE
YANN METZ-PASQUIER
MARIE-HÉLÈNE RIGAL-DROGERYS
HERVÉ SAINT-SAUVEUR
YVES DE TALHOUĒT


  57%
57%

Independent Directors

 


  42%
42%

Women

 


  14
14

Members

 


  4
4

Nationalities Represented

 


  6
6

Meetings in 2021

 


  98,8 %
98,8 %

Participation Rate in 2021

Audit Committee

Chairman: Hervé Saint-Sauveur

The Audit Committee is composed of at least three members appointed by the Board of Directors, the majority of whom must qualify as independent directors and none of whom may serve in an executive position.

In performing its duties, the Committee may:

  • Request all internal documents necessary for the performance of these duties
  • Question any persons internal or external to the Group to obtain information
  • Where deemed necessary, appoint independent experts to provide assistance

Among the duties performed in 2021:

  • review the financial statements including the green taxonomy;
  • review the general risk map;
  • monitor internal audit procedures and statutory auditors procedures;
  • review insurance and Company's IT security policies;
  • supervise and monitor anti-corruption procedures;
  • monitor the implementation project for the new financial information system.

In 2021, the Audit Committee met 6 times with a 100 % attendance rate of members.

4 RÉUNIONS EN 2017
95% DE TAUX DE PARTICIPATION

Compensation Committee

Chairman: Pascal Imbert 

The Compensation Committee is composed of between three and six members appointed by the Board of Directors, the majority of whom must qualify as independent directors and none of whom may serve in an executive position.
The Compensation Committee meets at the request of its Chairman or any two of its members.

Among the duties performed in 2021:

  • prepare company officer compensation policy;
  • propose fixed and variable compensation including non-financial criteria and benefits granted to company officers;
  • verify the application of rules defined for calculating variable compensation;
  • verify the quality of the information provided to shareholders on compensation, benefits and options granted to company officers;
  • prepare the free share grant policy and verify the implementation of related plans;
  • prepare decisions concerning employee savings.
     

In 2021, the Compensation Committee met 5 times with a 97% attendance rate of members.

4 RÉUNIONS EN 2017
100% DE TAUX DE PARTICIPATION

Nomination, Governance and Corporate Responsibility Committee

Chairman: Kathleen Clark Bracco

The Nomination, Governance and Corporate Responsibility Committee is composed of the Chairman of the Board of Directors and between three and six other members appointed by the Board. The committee meets at the request of its Chairman or any two of its members. It also meets prior to the approval of the agenda for the Annual General Meeting, to examine the proposed resolutions to be submitted relating to the positions held by members of the Board of Directors.

Among the duties performed in 2021:

  • assess corporate responsibility commitments, through CSR policy follow-up; 
  • review the Board and Comittees's composition and independance;
  • update the Board's internal regulations & Ethics Charter in line with the updated Middlenext governance code;
  • review and amend the BOD self-assessment questionaire;
  • prepare deliberations of the Board of Directors on professional and employee equality;
  • ensure the application and review of the conflict of interest, whistle-blowing and current & regulated agreements procedures. 

In 2021, the Nomination, Governance and Corporate Responsibility Committee met 5 times with a 100% attendance rate of members.

 

4 RÉUNIONS EN 2017
100% DE TAUX DE PARTICIPATION

2021 Universal Registration Document

For more information on Axway's Corporate Governance, please refer to Chapter 4 of the 2021 Universal Registration Document.

Axway