The Board of Directors currently comprises twelve members: nine members appointed by the General Meeting and one member co‑opted by the Board on February 15, 2023, including four foreign nationals and five women (i.e. 50%), and two Directors representing the employees. The percentage of independent Directors is 80%.
The terms of office of Ms Siân Herbert‑Jones and Ms Geneviève Berger expire at the end of this Meeting.
On the recommendation of the Appointments and Governance Committee, the Board took note of the wishes of Ms Siân Herbert‑Jones and Ms Geneviève Berger not to be candidates for the renewal of their respective terms of office. Ms Siân Herbert‑Jones was warmly thanked for her contribution, during her 12 years in office, to the work of the Board of Directors and for her very active involvement in the Audit and Accounts Committee, of which she was a member since 2013 and chaired since May 2015. Ms Geneviève Berger was warmly thanked for her contribution to the work of the Board of Directors since 2015, as well as her participation in the Environment and Society Committee, of which she was a member since its creation in 2017.
Your Board of Directors also decided, on the recommendation of the Appointments and Governance Committee, in accordance with the selection procedure conducted by the latter, to propose the appointment of four new Directors. These proposals are in line with the Board’s diversity policy, aimed in particular at reflecting the Group’s international character and its diversity of cultures and nationalities, and having a range of complementary skills and expertise, both sectoral and cross-functional (particularly financial and CSR). Thus, under the terms of the 5th, 6th, 7th and 8th resolutions, it is proposed that you appoint as Directors, for terms of four years, Ms Catherine Guillouard, Ms Christina Law, Mr Alexis Perakis-Valat and Mr Michael H. Thaman:
Ms Catherine Guillouard, former Chairwoman and Chief Executive Officer of RATP until September 2022 and previously Chief Financial Officer and Deputy Chief Executive Officer of Rexel, Chief Financial Officer of Eutelsat and Air France, will bring to the Board her extensive financial skills as well as her experience as an executive in a major public transport group, where she led the transformation and decarbonization plan.
Ms Christina Law, a Chinese national (Hong Kong) and based in Singapore, will bring to the Board her in‑depth knowledge of Asian markets, and her managerial experience in large international groups specializing in the fields of healthcare and treatment.
President of the Consumer Products Division of the L'Oréal group, the group’s main division, Mr Alexis Perakis‑Valat will bring to the Board his knowledge of consumer product markets and his managerial experience within a leading international group, where he has been one of the driving forces behind major transformations carried out in recent years.
An American national, Mr Michael H. Thaman has extensive knowledge of North American industrial markets as well as a strong international profile. He brings nearly 30 years of experience, including 13 years as Chairman and Chief Executive Officer, and 18 years as Executive Chairman of Owens Corning, a world leader in construction materials and one of the highest‑rated American groups on environmental and societal criteria, and his experience as a Director in other major global listed US groups, particularly in the field of renewable energies.
In addition, your Board took note of the resignation, on January 3, 2023, of Ms Anette Bronder, Director since May 2020, due to her wish to take an executive position with an audit firm, which is incompatible with the maintenance of her office as a Director of L'Air Liquide S.A. The Appointments and Governance Committee conducted a selection process with the support of an external firm. At the end of this process, the Board of February 15, 2023, on the recommendation of the Committee, appointed, by way of co‑option (within the meaning of article 225‑24 of the French Commercial Code) for the remaining term of office of Ms Anette Bronder, i.e. until the end of the 2024 General Meeting, Ms Monica de Virgiliis(1) as a Director of the Company. An Italian and French national, Ms Monica de Virgiliis will bring to the Board her experience of more than 15 years in the Electronics business, her skills in the field of technology and energy, and her commitment to energy transition. Under the terms of the 9th resolution, you are asked to ratify this co‑option.
The Board considers that the members proposed to the vote are independent and have the required availability. At the end of this General Meeting, subject to approval by the General Meeting of all the resolutions, the Board of Directors would therefore comprise 14 members: 12 members appointed by the General Meeting, most of whom are independent (i.e. 83% independent Directors), including five women (i.e. 42%), five foreign nationals and two Directors representing the employees.
