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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 Article L. 225-17 par. 1 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.
As at 31 December 2015, the Board comprised four members, namely:
●
Dominique Louis, Chairman and CEO;
●
Gilbert Lehmann, independent director
(1)
, Chairman of the Audit
Committee and member of the Nominations and Remuneration
Committee;
●
Miriam Maes, independent director1, member of the Audit Committee
and Chairwoman of the Nominations and Remunerations Committee;
●
Salvepar, a company whose permanent representative is Vincent
Favier, director and member of the Audit Committee and the
Nominations and Remuneration Committee.
To date, the Board comprises no members representing employees.
However, in accordance with the Act of 17 August 2015 (known as
the
Rebsamen
Act) requiring the management bodies of public limited
companies to include employee representatives, an Extraordinary
General Meeting is to be convened in 2017 within six months of the
closing of the 2016 financial year to modify the Articles of Association
in order to specify whether the Board will include one or more employee
directors and how they will be appointed. The director(s) representing
employees will take up their position(s) within six months of the
Extraordinary General Meeting.
Gilbert Vidal stepped down from the Board on 5 June 2015 and
was not replaced at that time. Moreover, at the Board meeting of
27 February 2015, he was replaced as deputy managing director by
Philippe Chevallier for a three-year term, effective from 5 June 2015.
In order to align the duration of the term of office with the duration of
the severance pay mentioned in section 2.2.2.2 of this Chapter, the
Board, at its meeting of 9 March 2016, decided by unanimous vote
to extend Philippe Chevallier’s term as Deputy CEO and CFO until
the Annual General Meeting in 2020 called to approve the parent
company and consolidated financial statements for the year ending
31 December 2019.
GENDER BALANCE ON THE BOARD OF DIRECTORS
As at 31 December 2015, the Board’s composition complied with the
provisions applicable on that date of Act no. 2011-103 of 27 January
2011 relating to gender equality in the workplace and in particular to
gender balance on Boards of Directors.
Furthermore, the Board wished to comply in advance with the provisions
applicable in 2017 of the aforementioned Act, namely, that either men
or women should each make up at least 40% of the Board. To this effect,
Virginie Calmels was co-opted to the Board at its meeting of 9 March
2016. Her appointment will be put to the Annual General Meeting for
ratification on 24 May 2016.
Virginie Calmels is the deputy mayor of Bordeaux in charge of the
Economy, Employment and Sustainable Growth, the Vice-President of
the Bordeaux Metropolitan Area, a regional councillor, and group chair
in the Aquitaine-Limousin-Poitou-Charentes region in France.
In addition to being an elected official, Virginie Calmels is the
chairwoman of the Supervisory Board of Euro Disney, a director and
the chairwoman of the Remunerations Committee of Iliad (Free), and
a director and member of the Audit Committee of Technicolor. She is
also the founder and chairwoman of SHOWer company and the vice
chairwoman of the Centre for Long Term Strategic Studies (CEPS) in
France.
Virginie Calmels began her career as an auditor at Salustro Reydel.
Among other positions she was CFO of the Dutch startup Sky Gate BV
(1999); CFO, COO and Co-Deputy CEO of Canal+ (2000-2002);
CEO (from 2003) and chairwoman (from 2007) of Endemol France
and COO (from 2012) of Endemol Monde. She left Endemol Monde
in 2013.
A French national, Virginie Calmels is a chartered accountant and
an auditor; she is a graduate of Toulouse Business School and of the
Advanced Management Program at INSEAD.
INDEPENDENT DIRECTORS
The AFEP-MEDEF Code sets out the following criteria for a director to
be deemed independent:
●
is not, and in the past five years has not been, an employee or
executive director of the Company, or an employee or director of its
parent company or a firm it controls;
●
is not an executive director of a firm in which the Company is
a corporate director, either directly or indirectly, or in which an
employee appointed as such or an executive director of the Company
(current or less than five years ago) is a director;
(1) Independent member as defined by the AFEP-MEDEF Code.
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ASSYSTEM
FINANCIAL REPORT
2015