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CORPORATE GOVERNANCE
2
THE BOARD OF DIRECTORS
2.1
THE BOARD OF DIRECTORS
2.1.1
MEMBERS OF THE BOARD OF DIRECTORS
2.1.1.1
General information
NUMBER OF DIRECTORS
In accordance with paragraph 1 of Article L. 225-17 of the French
Commercial Code, the Board comprises a minimum of three and a
maximum of eighteen members elected for a renewable three-year term.
At 31 December 2016, the Board comprised five members:
●
Dominique Louis, Chairman & CEO;
●
Gilbert Lehmann, independent director
(1)
, Chairman of the Audit
Committee and member of the Nominations and Remuneration
Committee;
●
Miriam Maes, independent director
(1)
, member of the Audit Committee
and Chair of the Nominations and Remunerations Committee;
●
Salvepar, a company whose permanent representative is Vincent
Favier, a director of Assystem and member of the Audit Committee
and the Nominations and Remuneration Committee;
●
Virginie Calmels
(1)
, independent director.
The Company does not currently have any directors representing
employees. However, following the introduction of the French Act
dated 17 August 2015 (the Rebsamen Act), public limited companies
in France are now required to have employee representatives on their
management bodies. Consequently, after obtaining the opinion of the
Group Works Council at the Council’s meeting of 10 March 2017,
the Board of Directors has decided that at the Annual General Meeting
to be held on 16 May 2017 it will put forward an extraordinary
resolution asking shareholders to amend the Company’s Articles of
Association in order to (i) provide for the Board to include one or more
employee representatives, depending on the size of the Board,
i.e.
one employee representative director if the Board has fewer than 12
members (which is currently the case for Assystem) or two employee
representative directors if the Board has more than 12 members, and (ii)
set the terms and conditions for appointing the employee representative
director(s) (appointment by the Group Works Council).
The director representing employees will take up office within six months
of the 16 May 2017 Annual General Meeting.
GENDER BALANCE ON THE BOARD OF DIRECTORS
At 31 December 2016, the Board’s membership structure complied
with the provisions applicable on that date of French Act 2011-103
of 27 January 2011 relating to gender equality in the workplace and
in particular to gender balance on Boards of Directors.
In 2016, the Board decided to comply in advance with the requirement
of the aforementioned Act that by 2017 at least 40% of its members
should be women. Consequently, at its 9 March 2016 meeting the
Board appointed Virginie Calmels as a director. Her appointment by
the Board was ratified by shareholders at the 24 May 2016 Annual
General Meeting. Accordingly, of the Board’s five current members,
two are women and three are men.
INDEPENDENT DIRECTORS
The AFEP-MEDEF Code states that in order for a director to be deemed
independent they must not:
●
be – or have been in the past five years – an employee or executive
officer of the Company, or an employee, executive officer or director
of its parent or an entity that is consolidated by its parent;
●
be an executive officer of an entity in which the Company is a
corporate director, either directly or indirectly, or in which an
employee or executive officer of the Company (currently in office or
having held such office in the past five years), holds a directorship;
●
be a customer, supplier, investment banker or commercial banker:
●
that is significant for the Company or the Group, or
●
for which the Company or the Group represents a significant
proportion of the entity’s business.
The Board discusses and assesses whether or not directors have a
significant relationship with the Company or the Group. It sets out in
the Registration Document the criteria leading to its final assessment,
namely that an independent director must not:
●
have any close family ties with a Company officer;
●
have been a Statutory Auditor of the Company in the past five years;
●
have been a director of the Company for more than 12 years, with
the director concerned no longer deemed to be independent once
this twelve-year ceiling is reached
(1)
.
The AFEP-MEDEF Code further specifies that directors who represent
major shareholders of the Company may be deemed independent if
they do not have a controlling interest in the Company. If a shareholder
owns 10% or more of the Company’s capital or voting rights, the Board
should systematically review whether the director representing them may
be deemed independent in view of the Company’s capital structure and
any potential conflicts of interest.
At its meeting on 7 March 2017, based on the recommendation of
the Nominations and Remuneration Committee issued following the
(1) As defined in Article 8.5 of the November 2016 version of the AFEP-MEDEF Code.
ASSYSTEM
REGISTRATION DOCUMENT
2016
15