Annual Report 2023

The Board of Directors and its specialized committees

The Board of Directors and its specialized committees

The Board of Directors determines the orientations of the Company’s activities and ensures their implementation, in accordance with its corporate interest, taking into account the social and environmental stakes of its activity. In this regard, it examines and approves the main points of the Group’s strategy, including the multi-annual points of strategy concerning corporate social responsibility. The Board relies on four specialized committees.

Audit and Accounts Committee

Composition

The Committee is composed of between three and five members of the Board of Directors, including at least 2/3 “independent” members. Members must have financial or accounting skills.

Some of the Committee’s missions:
  • Review of the financial statements and accounting methods used;
  • Check of existence and functioning of control organizations and control procedures adapted to the Group, making it possible to identify and manage the risks incurred, including social and environmental risks;
  • Selection of the Statutory Auditors;
  • Review of the procedures relating to the preparation and processing of the extra-financial information.

Appointments and Governance Committee

Composition

This Committee is composed of three to five members of the Board of Directors and the majority are independent.

Some of the Committee’s missions:
  • Periodic assessment of the structure, size and composition of the Board of Directors, and recommendations for any changes;
  • Selection of future independent directors and studies of potential candidates as part of the procedure organized by the Committee;
  • Review of the succession plan for executive directors and the renewal of the terms of office of the Chairman of the Board of Directors and the Chief Executive Officer;
  • Ensure the proper functioning of the governance bodies.

Remuneration Committee

Composition

This Committee is composed of three to five members of the Board of Directors, with the majority being independent.

Some of the Committee’s missions:
  • Examination of the performance and all the components of remuneration for the Corporate Officers;
  • Review of the remuneration and retirement policy applied to Executive Management (in particular to the Executive Committee);
  • Examination of the proposals by the Executive Management concerning the granting of stock options, performance shares, and other incentive systems related to the share price;
  • Proposal to the Board relating to the allocation of the fixed annual sum awarded to the Directors by the General Meeting.

Environment and Society Committee

Composition

This Committee is composed of three to four members of the Board of Directors.

Some of the Committee’s missions:
  • Examination of the Group’s strategy and commitments in the field of sustainable development;
  • Monitoring of the Group’s environmental actions and societal actions and their deployment, as well as the actions engaged by the Foundation;
  • Examination of the environmental and societal risks in liaison with the Audit Committee and the impact of environmental and societal issues in terms of investment, performance and image;
  • Form a reasonable judgment about the extra-financial information.