Change in governance
Change in governance
CHANGE IN GOVERNANCE
CHANGE IN GOVERNANCE: SEPARATION OF THE ROLES OF CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
Air Liquide’s governance is historically defined by an effort to remain relevant to the Group’s challenges, to respect Shareholders’ rights, to balance power and to ensure best practices evolve.
Mr Benoît Potier, whose renewal as Director is submitted to the General Meeting, 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. Since 2018, the Board of Directors, with the assistance of its Appointments and Governance Committee, has been preparing a succession plan for the Executive Officer. This work focused on the most appropriate governance structure and the choice of the Executive Management candidate that might succeed Mr Benoît Potier.
The work of the Appointments and Governance Committee intensified in 2020 and 2021 and was conducted in keeping with Air Liquide’s fundamental values, the Group’s interests and notably those of its Shareholders, in addition to the continuity of its strategy. The Appointments and Governance Committee met 18 times to define and then detail the succession plan. Accordingly, the Committee reviewed and analyzed the Group’s main talent and selected candidates exhibiting the required skills and qualities most suited to the Group’s future challenges. A study of the evolution of the chosen candidates’ careers and their achievements in their managerial responsibilities was conducted by the Committee throughout the process. The Committee then decided that, in light of the quality of the profiles examined, an internal candidate should be prioritized. The Board of Directors was regularly notified about the various stages in the selection process conducted by the Appointments and Governance Committee.
At the conclusion of this work, 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, and to renew Mr Benoît Potier’s position as Chairman of the Board of Directors subject to his position as Director being renewed by the General Meeting of May 4, 2022. As part of this separated governance, the Lead Director’s functions and powers will be maintained.