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 remits of each Committee are described in detail in the Internal Rules of the Board of Directors. The Committees were again given responsibility by the Board for preparing its decisions in 2016. The Board’s 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.
The remit of this committee is to throw light, through its analyses and debates, on the Group’s strategic orientations as submitted to the Board of Directors and to monitor the implementation and advancement of significant operations in progress. It examines the main strategic lines of development, options and projects presented by the General Management, and their economic, financial, societal and environmental consequences; opportunities for acquisitions, financial transactions liable to significantly change the balance sheet structure; the Company’s commitments with regard to Sustainable Development, in light of the issues specific to the group’s business activities and its objectives and the proposed strategic orientations to be defined by the Board, with a view to consultation of the Central Works Council.
The Audit Committee, acting under the responsibility of the members of the Board, is responsible for monitoring issues relating to the preparation and control of accounting and financial information; the efficiency of the Internal Control and risk management systems, the statutory audit of the annual and, where applicable, the consolidated accounts by the Statutory Auditors and finally the Statutory Auditors’ independence.
The Committee may also, in agreement with the General Management, obtain information from people who are able to assist it in the performance of its mission, and in particular senior managers in charge of economic and financial issues and those in charge of information processing.
The main missions of the Appointments and Governance Committee are to review and propose to the Board candidates for appointment as new Directors; provide the Board with clarifications on the conditions of performance of General Management and the status of the executive officers; issue an opinion on the proposals made by the Chairman of the Board for the appointment of the Chief Executive Officer; ensure the implementation of a procedure for the preparation of succession plans for the executive officers in the event of an unforeseen vacancy; ensure the application of the AFEP-MEDEF Code to which the Company refers; discuss governance issues related to the functioning and organisation of the Board; decide on the conditions in which the regular evaluation of the Board is carried out; discuss the classification of Directors as independent which is reviewed by the Board every year prior to the publication of the Annual Report; conduct the reflection process with regard to the Committees that are in charge of preparing the Board’s work and prepare for the decisions by the Board with regard to the updating of its Internal Rules.
The main missions of the Human Resources and Remuneration Committee are to make proposals with regard in particular to the fixed and variable remuneration of the Chairman of the Board and that of the Chief Executive Officer; the total amount of the attendance fees to be submitted to the Annual General Meeting and their method of distribution of such fees; the implementation of long-term incentive plans.
The Committee examines all the other 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 the Code of Business Ethics, and the Group’s strong values, such as respect and integrity, that are known and put into practice.