Other committees
OTHER COMMITTEES
The Board of Directors has created three Specialised Committees, appointed their members, and assigned the roles of each committee, which acts under its authority.
Strategy and Investment Committee
Audit Committee
Nomination and Remuneration Committee
Strategy and Investment Committee
The committee has five members:
♦ Leonardo Del Vecchio (Chairman)
♦ Catherine Barthe Allonas
♦ Sergio Erede
♦ Lionel Calvez
♦ Jean Laurent (*)
The Strategy and Investment Committee is responsible for examining and issuing an opinion on the following operations before any decision is taken by the Board of Directors:
- (i) Any investment performed directly by the company or through a fully consolidated subsidiary when the total value of the assets involved, including any related liabilities, exceeds €100 million (group share);
- (ii) Any disposal of assets by the company or through a fully consolidated subsidiary—with the exception of companies whose shares are traded on regulated markets—of any business unit, any stake in any company or any assets, when the total value of the divestment, including any related liabilities, exceeds €100 million (not including intragroup transactions).
The Strategy and Investment Committee is also responsible for examining and authorising the following operations before any decision is made by the Chief Executive Officer:
- (i) Any investment performed directly by the company or through a fully consolidated subsidiary when the total value of the assets involved, including any related liabilities, exceeds €30 million (group share);
- (ii) Any disposal of assets by the company or through a fully consolidated subsidiary—with the exception of companies whose shares are traded on regulated markets—of any business unit, any stake in any company or any assets, when the total value of the divestment, including any related liabilities, exceeds €30 million (not including intragroup transactions).
Broader responsibilities of the Strategy and Investment Committee include:
- (i) Examining major strategic projects involving expansion through external growth or partnerships;
- (ii) Analysing, where necessary, medium-term company plans and forecasts;
- (iii) Bringing together specialists to examine the suitability of strategic choices under consideration;
- (iv) Furthering the board's consideration of strategic issues between specific sessions on these issues.
Audit Committee
The committee has five members:
♦ Bertrand de Feydeau (Chairman) (*)
♦ Romolo Bardin
♦ Jean-Luc Biamonti (*)
♦ Lionel Calvez
♦ Micaela Le Divelec (*)
The Audit Committee monitors issues related to compiling and checking financial and accounting information, including:
- (i) Monitoring the process of compiling financial information;
- (ii) Examining the accounting methods and means used to evaluate the company's assets;
- (iii) Examining drafts of consolidated and company accounts before submission to the Board of Directors;
- (iv) Preparing board decisions for review by internal audit;
- (v) Ensuring the effectiveness of internal control and risk management;
- (vi) Ensuring annual accounts and consolidated accounts are checked by registered auditors in compliance with legal requirements;
- (vii) Ensuring the independence of registered auditors;
- (viii) Examining agreements concluded between the company and people with direct or indirect interests in the company;
- (ix) Examining proposals for the appointment of the company's registered auditors and issuing recommendations for these appointments, made at the shareholders' meeting;
- (x) Supervising the management and validation of information given to shareholders and markets.
The Audit Committee reports to the Board of Directors on its proceedings, gives all opinions or suggestions it feels appropriate, and provides information on those points requiring a decision by the board.
Nomination and Remuneration Committee
The committee has four members:
♦ Pierre Vaquier (Chairman) (*)
♦ Jean-Luc Biamonti (*)
♦ Sergio Erede
♦ Jérôme Grivet
The Nomination and Remuneration Committee is responsible for:
- (i) Examining any potential appointments to the Board of Directors or to the position of CEO or Deputy General Managers; finding or reviewing possible candidates and making recommendations to the board in light of the preferred balance between board members based on the composition of and changes to the company's shareholder base;
- (ii) Reviewing the appropriateness of mandate renewals;
- (iii) Determining the overall value of directors' fees to be submitted for approval at the shareholders' meeting;
- (iv) Making proposals on the remuneration of the Chairman, the CEO, the Deputy General Managers (both fixed pay and rules governing variable compensation, ensuring that these rules comply with the annual performance review for company officials and with the company's medium-term strategy, and checking annual application of these rules);
- (v) Making recommendations prior to any proposed exceptional remuneration granted by the Board of Directors to one of its members for missions or mandates carried out in accordance with the provisions of Article L225-46 of the French Commercial Code;
- (vi) Making proposals to the Board of Directors concerning the stock-option plans, the attribution of free shares and the rules and attribution thereof;
- (vii) Advising the Board of Directors on issues related to members' compliance with the independence criteria set out by the company;
- (viii) Making recommendations on financial terms governing the termination of corporate appointments.
(*) member independent
