The Board of Directors currently comprises thirteen members: eleven members appointed by the General Meeting, including 5 foreign nationals and 6 women (i.e. 55%), and 2 Directors representing the employees. The percentage of independent Directors is 91%.
The terms of office of Mr Benoît Potier, Mr Jean-Paul Agon, Ms Sin Leng Low and Ms Annette Winkler will expire at the end of this General Meeting.
Ms Sin Leng Low's term of office could in theory be renewed one last time since Ms Sin Leng Low will not have quite reached the statutory age limit as of the date of the General Meeting. However, the Board took note of Ms Sin Leng Low’s wish not to have her term of office renewed. Ms Sin Leng Low was very warmly thanked for her contribution to the work of the Board of Directors, of which she has been a member since 2014, and her participation in the work of the Audit and Accounts Committee, of which she has been a member since 2015.
Regarding Mr Jean-Paul Agon who will have a total of twelve years of office on the Board of Directors at the conclusion of the General Meeting, the Board took note of his wish not to have his term of office renewal proposed to the General Meeting. Mr Jean-Paul Agon was warmly thanked for his contribution to the work of the Board of Directors, which he has supported since 2010, for his exceptional commitment as a Lead Director and Chairman of the Appointments and Governance Committee, and for his participation in the work of the Remuneration Committee.
Pursuant to the 5th resolution, Shareholders are invited to renew, for a period of four years, the term of office of Mr Benoît Potier. Mr Benoît Potier joined the Group in 1981. He became Chairman and Chief Executive Officer in 2006 after having served as Chairman of the Management Board from 2001.
The Board of Directors of November 30, 2021 based on a unanimous resolution following the Appointments and Governance Committee’s recommendations, announced its intention to adopt a new mode of governance by separating the functions of the Chairman of the Board of Directors from those of the Chief Executive Officer, to appoint Mr François Jackow as Chief Executive Officer, replacing Mr Benoît Potier in this role, who has led the Group for 20 years, and to renew Mr Benoît Potier's position as Chairman of the Board of Directors subject to the renewal of his term of office as Director by the General Meeting of May 4, 2022. In addition, the functions of the Lead Director would be maintained. The terms of this new governance which would take effect on June 1, 2022 are described in the chapter 3, section 2.2 pages 129 to 132 of the Universal Registration Document.
The Board of Directors considers that the announced governance structure will provide the Group in the context of the succession with Mr Benoît Potier's unparalleled experience following his 20 years at the Company’s helm, his commitment to promoting the Group’s culture and values, his governance expertise founded on transparency and close ties with the Company’s Shareholders.
The Board of Directors has already expressed its warmest thanks to Mr Benoît Potier for the fundamental transformation of the Group which has more than doubled in size under his leadership, whilst its capitalization has increased fivefold. In addition to Air Liquide’s international expansion, the Board highlights its position at the forefront of the markets of the future – healthcare, digital and, more recently, energy transition, with hydrogen in particular – placing the Company in a very favorable position to face the challenges of the coming decades. (The individual information sheet of Mr Benoît Potier is provided page 155 of the Universal Registration Document.)
Shareholders are invited to, in the 6th resolution, appoint Mr François Jackow as Company Director. Mr François Jackow joined the Air Liquide Group in 1993. After a wide-ranging, international career, Mr François Jackow has the benefit of his extensive experience of the Group, combining strategic vision and knowledge of its business lines. A member of the Executive Committee as Executive Vice President, Mr François Jackow is notably in charge of Europe Industries, Healthcare in Europe and Africa Middle East & India hubs. The Global Healthcare activity, the Innovation & Technologies, Digital and IT functions are also under his supervision as well as Customer orientation strategy. (The individual information sheet of Mr François Jackow is provided page 168 of the Universal Registration Document.)
On the recommendation of the Appointments and Governance Committee which estimated that the skills, depth of experience and personal qualities of Mr François Jackow made him the best candidate to succeed Mr Benoît Potier, the Board of Directors having deemed Mr François Jackow's qualities to be well aligned with the Group's performance and development strategy, decided in principle to appoint him as Chief Executive Officer. The Board of Directors in fact considers it essential for the Chief Executive Officer to participate as Director in the discussions and resolutions of the Board in charge of outlining the Company’s strategic orientations.
It is also proposed in the 7th resolution, on the recommendation of the Appointments and Governance Committee, to renew the term of office of Ms Annette Winkler, Director, which will expire at the end of this General Meeting, for four years. Ms Annette Winkler has been an independent Director since 2014, Chair of the Environment and Society Committee and member of the Appointments and Governance Committee. Ms Annette Winkler will continue to provide the Board of Directors with the benefit of her experience as Senior Manager of a division of a large industrial group with an international reach in the automotive sector.
The Board is assured that Ms Annette Winkler has sufficient availability to attentively participate in the work of the Board of Directors. In 2021, Ms Annette Winkler attendance rate at Board and Committees meetings was 100%. (The individual information sheet of Ms Annette Winkler is provided page 159 of the Universal Registration Document.)
The Board of Directors has indicated that it considers Ms Annette Winkler to be independent, and Mr Benoît Potier and Mr François Jackow to be non independents.
Furthermore and for the Shareholders' information, Mr Philippe Dubrulle's term of office as Director representing the employees is due to expire at the end of this General Meeting. The Group Committee in France, during its plenary meeting of December 16, 2021, renewed Mr Philippe Dubrulle as Director representing the employees for a term of four years expiring at the close of the General Meeting called to approve the 2025 Financial Statements.
At the end of this General Meeting, the Board of Directors would therefore comprise twelve members: ten members appointed by the General Meeting, most of whom are independent (i.e. 80% Independent Directors), including five women (i.e. 50%) and four foreign nationals, and two Directors representing the employees.
