The Board of Directors Members
Pierre Pasquier
Kathleen Clark
Pierre-Yves Commanay
Nicole-Claude Duplessix
Emma Fernandez
Michael Gollner
Yann Metz-Pasquier
Marie-Hélène Rigal-Drogerys
Yves de Talhouët
Duties of the Members
| Audit Comittee | Compensation Committee | Nomination, Governance and Corporate Responsibility Committee | |
| PIERRE PASQUIER | |||
| KATHLEEN CLARK | CHAIRMAN | ||
| PIERRE-YVES COMMANAY | |||
| NICOLE-CLAUDE DUPLESSIX | |||
| EMMA FERNANDEZ | CHAIRMAN | ||
| MICHAEL GOLLNER | |||
| YANN METZ-PASQUIER | |||
| MARIE-HÉLÈNE RIGAL-DROGERYS | CHAIRMAN | ||
| YVES DE TALHOUĒT |
Committees
Chairman: Marie Hélène Rigal
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 2022:
- review the financial statements including the green taxonomy;
- review the general risk map;
- monitor internal audit procedures and statutory auditors procedures;
- supervise and monitor anti-corruption procedures;
- monitor the implementation project for the new financial information system.
In 2022, the Audit Committee met 5 times with a 97 % attendance rate of members.
Chairman: Emma Fernandez
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 2022:
- 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 2022, the Compensation Committee met 5 times with a 100% attendance rate of members.
Chairman: Kathleen Clark
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 2022:
- assess the Board of Directors’ activities & propose amendments;
- verify the application of rules of ethics and good governance;
- assess the status of the independent members of the Board of Directors particularly with regard to conflicts of interest;
- assess corporate responsibility commitments, and the NFPS;
- prepare the agenda of the General Meeting;
- provide a training plan to members of the Board;
- lead the review of regulatory documents and the Articles of Association;
- prepare deliberations of the Board of Directors on professional and employee equality;
- assess the proper performance of whistle-blowing procedure;
- ensure the classification and monitoring of current and regulated agreements.
In 2022, the Nomination, Governance and Corporate Responsibility Committee met 5 times with a 100% attendance rate of members.
2022 Universal Registration Document
For more information on Axway's Corporate Governance, please refer to Chapter 4 of the 2022 Universal Registration Document.
