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 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.

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.

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.