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

The main responsibilities of the Audit Committee are to:

• Monitor procedures used within the Group to prepare and process accounting and financial information and examine the Group's financial statements
• Promote the effectiveness of internal control and risk management procedures
• Monitor the statutory audit of the Group's financial statements by the Statutory Auditors
• Ensure compliance with the independence requirement for Statutory Auditors

In 2018, the Audit Committee met 4 times with a 95% 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.
The main responsibilities of the Compensation Committee are to:

• Determine the fixed and variable components of compensation as well as the benefits in kind to be paid to company officers and senior executives
• Verify the application of rules determined for the calculation of the variable component of their compensation
• Verify the quality of the information communicated to shareholders concerning compensation, benefits in kind, options and attendance fees received by company officers and key senior executives
• Examine issues relating to the policy for granting share subscription or purchase options as well as free shares
• Prepare the Board's decisions concerning employee savings.

In 2018, the Compensation Committee met 4 times with a 100% 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.

The main responsibilities of the Nomination, Ethics and Governance Committee are to:

• Propose appointments to members of the Board of Directors and company officers, particularly in the event of an unforeseen vacancy;
• Evaluate the work of the Board of Directors, and the Group's corporate governance
• Verify that in all of the Group's business lines, at all of the subsidiaries under its control, in all communications issued and in all legal transactions entered into in its name, the Group's values are respected, defended and promoted by its company officers, senior executives and employees;
• Verify the application of rules of good governance within the Company and its subsidiaries;
• Assess the independence of Directors in order to prepare the Board's discussions on this subject;
• Consider and propose any changes it deems useful or necessary in the procedures or membership of the Board of Directors;
• Receive and administer conflict of interest situations detected for any member of the Board of Directors.

In 2018, the Nomination, Ethics and Governance Committee met 3 times with a 100% attendance rate of members.