Actively involved committees prepare for the board meetings
The Board’s discussions and decisions are assisted by the work performed by its Committees, which report to it after each of their meetings. The committees were again given responsibility by the Board for preparing its in 2013. The Board Committees act strictly within the framework of the remits given to them by the Board. They prepare actively for its work and make proposals but they do not have any decision making powers. Their remits are set out in the Internal Rules of the Board of Directors.
This committee clarifies, through its analyses, the strategic orientations submitted to the Board of Directors and monitors the implementation and progress of significant operations that are under way. It ensures that the main financial balances are preserved. Within this framework, the committee reviews the main strategic lines of development, options and projects presented by the General Management, and their economic and financial consequences, acquisition opportunities, and financial transactions liable to significantly change the balance sheet structure. The committee also makes sure that the Company’s commitments with regard to Sustainable Development have been duly taken into consideration, in light of the issues specific to the Group’s business activities and its objectives. Finally, the Committee reviews the proposed strategic orientations, as defined by the Board of Directors, with a view to consultation of the Central Works Council.
The main remit of the Audit Committee involves, in accordance with the ordinance of December 2008 and in line with the recommendations made by the AMF in July 2010, monitoring the process for preparation of financial information, the effectiveness of the Internal Control and risk management systems, the statutory audit of the annual and consolidated accounts by the Statutory Auditors and finally the Statutory Auditors’ independence.
Furthermore, if in the course of its work the committee detects a substantial risk, which in its view is not adequately dealt with, it warns the Chairman of the Board accordingly. The committee can also, in agreement with the General Management, consult other people who may be able to help it carry out its duties, particularly managers with economic and financial responsibilities and those in charge of processing financial information.
Louis Schweitzer (2011, Chairman since February 2013)
Charles-Henri Filippi (2008, Chairman until February 2013)
The main remits of the Appointments and Governance Committee involve enlightening the decisions made by the Board with regard to the conditions of performance of General Management and the status of the executive officers, making proposals to the Board for the choice of Directors, discussing the classification of independent Director which is reviewed by the Board every year before the publication of the Annual Financial Report, issuing an opinion on the proposals of the Chairman of the Board for the appointment of the Chief Executive Officer, making sure that the code of corporate governance to which the Company refers is properly applied, ensuring the implementation of a procedure for the preparation of succession plans for the executive officers in the event of an unforeseen vacancy and conducting the reflection process with regard to the committees that are in charge of preparing the Board’s work and preparing for the Board’s decisions with regard to the updating of its Internal Rules.
The main remits of the Human Resources and Remuneration Committee are in particular to make proposals with regard to the remuneration of the Chairman of the Board of Directors and that of the Chief Executive Officer, the total amount of the attendance fees to be submitted for approval to the Annual General Meeting and their method of distribution of such fees, and the implementation of long-term incentive plans such as for example, plans for free grants of shares or performance share plans. The Committee’s role has been enlarged to include all the components of the Human Resources policy such as, for example, labour relations, recruitment, diversity, talent management and fostering employee loyalty. The committee also makes sure that the rules of ethical conduct, as set out in a Code of Business Ethics, and the Group’s strong values, such as respect and integrity, are widely disseminated, known and put into practice.