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Organization and Functioning of the Board
The Board of Directors is a collective body which represents all the shareholders and acts solely in the interests of the Company.
On the proposal of the Chairman and Chief Executive Officer, the Board of Directors decides on Group strategy, capital expenditure and budgets, deliberates on the management structures of the Group and decides on acquisitions.
The Board of Directors has made it an internal rule that, in view of their importance, decisions on the cancellation of shares or the possible use of General Meeting authorizations to increase capital should be subject to a qualified majority vote of 12/15ths of the members present or represented.
The Board of Directors comprises 13 members:
- the Chairman,
- 7 Board members representing the Founder Group: four Board members are proposed by FÉDÉRACTIVE and three by VENELLE INVESTISSEMENT,
- the company FFP,
- four independent directors,
- employee shareholder director.
To be considered independent, a director must have no relationship with the company, the Group or its management, which could compromise the impartiality of the director’s judgement (AFEP-MEDEF Code defi nition).
After examining the Board member situation, the Board considered that Yseulys Costes, Bertrand Finet, permanent representative of FFP Invest, Catherine Pourre, permanent representative of FSP and Jean-Noël Labroue are independent directors as defi ned by the AFEP-MEDEF Code.
- The term of office of Board members is four years.
- Board membership is renewed by rotation, so that shareholders can have a more frequent influence on the makeup of the Board.
- In June 2002, the Board of Directors confirmed the unitary organisation of the company’s management authority. This decision has been re-affirmed each time that Thierry de La Tour d’Artaise has been re-elected, in 2004, 2008 and 2012. The Chairman, Thierry de La Tour d’Artaise, therefore assumes the function of Chief Executive Officer. This choice is based on reasons of efficiency.
The Board of Directors did not restrict the authority of the Chief Executive Officer.
- four Board members are independent;
- the seven members of the Board representing the Founder Group are subject to the same regulations as other directors, concerning the interest of the company and the rules stated in the Charter and Internal Regulations.
At the end of its meeting on 23 February 2016, the Board of Directors, on the recommendation of the Nominations and Remuneration Committee, after observing that the attendance fees were less than the average paid by comparable companies, decided to propose to the next Shareholder’s Meeting an increase in the basic attendance fee. The fixed part would, therefore, rise to €15,000, as would the variable part.
The attendance fees paid to Committee Chairmans and members would, however, remain unchanged.
As a consequence, the overall amount of €540,000 would be allocated as follows:
|Function||Fixed part||Variable part|
In accordance with the provisions of the AFEP-MEDEF Code and of the Charter and Internal Rules, since 2003, the Board of Directors has conducted a formal yearly evaluation of its operation. In particular, this ensures that the Board of Directors is operating as well as it can and that the duties with which the Board is entrusted are in line with the expectations of directors and are in the company’s interest.
The evaluation carried out from October and November 2016 was conducted using a new questionnaire updated in 2015. This questionnaire focuses, in particular, on the meetings, reporting, composition and operation of the Board of Directors, as well as its Committees. It also enables governance-related questions to be raised as well as issues relating to interactions with Management.
The answers given by directors were analysed by the Nominations and Remuneration Committee, whose findings were presented to the Board of Directors on 16 December 2016. As in previous years, the comments and discussions showed that directors were, on the whole, very satisfied with the way in which the Board of Directors and its Committees operate and, in particular:
- with the organisation and frequency of meetings;
- with the quality of the information and documents circulated prior to and during meetings and with the input of senior executives;
- with the level of understanding of the company’s performance drivers;
- with interactions with Management.
Some optimisation options were also discussed and adopted and are designed particularly:
- with the expanded length of certain meetings rather than adding new meetings in order to have more time to review and assess strategies prepared by the Management;
- with the expansion of the collective work to review upcoming candidacies for the Board of Directors;
- with the faciliation of access to documents ahead of Board of Directors' Meetings.
These adjustments will be reviewed at the end of 2016 to find out whether or not they have met expectations.
The evaluation of the Board of Directors was supplemented, in 2015, by a directors’ self-assessment questionnaire, adopted by the Board of Directors at its meeting on 18 December 2014. This was intended to improve the understanding of the involvement and actual contribution of each director in the work of the Board of Directors.
The answers given by directors were analysed by the Nominations and Remuneration Committee, whose findings were presented to the Board of Directors on 16 December 2016. The comments and discussions showed, in particular, that directors have a very good overall opinion of the role of the Board of Directors and its programme of work and that they have complementary skills and experience.
Pursuant to the provisions of the Charter and Internal Rules “directors shall receive all relevant information needed to perform their role”.
The Chairman ensures that the directors have the information and documents required to fully perform their role at any times during their term of office.
In 2006, the company created a website dedicated to the directors. This documentary database, for the sole use of the directors, and in which documents are made available to them, ensures information’s accessibility and speed of transmission in the strictest confidentiality.
Before each meeting, the directors can read the documents relating to items on the agenda.
The Chairman also ensures that information on General Meetings, financial publications, sales and results, consensuses and summaries recommendations from financial analysts, as well as press items and press releases by the Group are brought to their attention on this website.
It is updated regularly so as to match directors’ expectations as closely as possible.
A section on corporate governance also allows them at any time to refer to the AFEP-MEDEF Code, the Charter and Internal Rules, the Group code of ethics, and the company’s Articles of Association.
So that all these documents can be made available to directors as quickly as possible, a schedule for the preparation of Board Meetings was formalised in 2015, with the aim of publishing documents as far ahead of meetings as possible. The Chairman ensures that all documents are accessible as soon as they have been approved.
After the 2016 evaluation of the Board of Directors, the members of the Board of Directors said that they were satisfied with the information they had been provided with in order to perform their duties. Once again they highlighted the progress made in providing documents prior to meetings of the Board of Directors. The company will continue its efforts in this direction this coming year.