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, Ethics and Governance 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 2020

 


  100%
100%

Participation Rate in 2020

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.

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 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.

4 RÉUNIONS EN 2017
100% DE TAUX DE PARTICIPATION

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.

4 RÉUNIONS EN 2017
100% DE TAUX DE PARTICIPATION

2020 Universal Registration Document

For more information on Axway's Corporate Governance, please refer to Chapter 4 of the 2020 Universal Registration Document.

Axway