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CORPORATE GOVERNANCE
2
THE BOARD OF DIRECTORS
●
is not a customer, supplier, investment banker or commercial banker:
●
that is material for the Company or the Group,
●
for which the Company or the Group represents a significant portion
of the entity’s business.
The Board discusses and assesses whether or not directors have a
significant relationship with the Company or the Group and sets out
the criteria leading to its final assessment in the Registration Document;
these are:
●
has no close family ties with an executive director;
●
has not been a statutory auditor of the Company in the past five years;
●
has not been a director of the Company for more than 12 years.
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 9 March 2016, on a recommendation by the
Nominations and Remuneration Committee meeting that same day,
the Board assessed its members in regard to each of these criteria.
The findings of the Board are set out in the table below:
Dominique Louis
Miriam Maes
Gilbert Lehmann Salvepar (V. Favier)
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
x
x
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
x
x
x
x
Is not a customer, supplier, investment banker or commercial banker:
•
that is material for the Company or the Group
•
or for which the Company or the Group represents a significant portion
of the entity’s business
x
x
x
Has no close family ties with an executive director
x
x
x
x
Has not been a statutory auditor of the Company in the past five years
x
x
x
x
Has not been a director of the Company for more than 12 years
x
x
(1)
x
Does not represent a shareholder with a controlling interest in the Company
or in its parent company
x
x
Director’s position
Not independent
Independent
Independent
Not independent
(1) Gilbert Lehmann met this criteria at the time of his appointment and at 31 December 2015. However, he will have been a director for more than 12 years at the end of his current term. In
compliance with the AFEP-MEDEF Code, the Board will review his independent directorship only once his current term expires at the Annual General Meeting called in 2017 to approve the
consolidated and parent company financial statements for 2016.
The composition of the Board, the Audit Committee and the Nominations
and Remunerations Committee thus complies with the AFEP-MEDEF Code
which specifies that:
●
the share of independent directors on the Board must be at least one
third in companies with controlling shareholders and at least one
half in other companies – as at 31 December 2015, two out of four
directors were independent;
●
the share of independent directors on the Audit Committee must be at
least two thirds – at 31 December 2015, two out of three members
(Gilbert Lehmann and Miriam Maes) were independent (Salvepar is
not independent);
●
the majority of members of the Nominations and Remuneration
Committee must be independent – at 31 December 2015, two
out of three members (Gilbert Lehmann and Miriam Maes) were
independent (Salvepar is not independent).
16
ASSYSTEM
FINANCIAL REPORT
2015