Board of Directors

The Board of Directors Members

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 2020:

• review of annual and hafl-year financial statements;
• monitoring of internal audit procedures and statutory auditors’ work;
• review of the draft Universal Registration Document, particularly risk factors and the corporate governance report;
• review of the cash position;
• self-assessment of the Audit Committee;
• review of insurance policies.

In 2020, the Audit Committee met 6 times with a 97% attendance rate of members.

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 2020:

• drafting of the company officer compensation policy;
• proposal of fixed and variable compensation and benefits granted to company officers;
• verification of application of variable compensation calculation rules;
• verification of the quality of information submitted to shareholders on compensation;
• preparation of the three share grant policy and verification of the roll-out of the related plans;
• review of the draft Universal Registration Document, particularly regarding equity issues.

In 2020, the Compensation Committee met 5 times with a 97% attendance rate of members.

Nomination, Ethics and Governance Committee

Chairman: Kathleen Clark Bracco

The Nomination, Ethics and Governance 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 2020:

• assessment of the Board of Directors;
• application of good governance rules in the Company and its subsidiaries;
• assessment of the qualification of Directors’ members as independent for Board deliberations;
• preparation of the agenda of the General Meeting;
• preparation of Board deliberations on professional and employee quality
• issue of an opinion on the annual Non-Financial Performance Statement (the NFPS is available in Chapter 3 of this document
• review of documents prepared pursuant to regulations and the Articles of Association;
• implementation of a whistle-blowing internal procedure;
• everyday and regulated agreement procedure.

In 2020, the Appointments, Ethics and Governance Committee met 5 times with a 97% attendance rate of members.