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G
Corporate governance and capital
G.3
Report of Chairman of the Board of Directors on corporate governance and internal control
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254
Name
Nationality
Age
Date of
appointment/
renewal
Committee
member
End of office
term shares held
Number of
Thierry Breton
French
62
2016
AGM* 2019
658,914
Nicolas Bazire
1
French
59
2014
N&R* AGM 2017
1,024
Valérie Bernis
French
58
2015
AGM 2017
500
Roland Busch
German
52
2014
A* AGM 2017
1,000
Jean Fleming
2
British
48
2013
AGM 2017
854
Bertrand Meunier
French
61
2015
N&R/A AGM 2018
1,000
Colette Neuville
French
80
2014
AGM 2017
1,012
Aminata Niane
Senegalese
60
2016
A AGM 2019
1,012
Lynn Paine
American
67
2016
AGM 2019
1,000
Pasquale Pistorio
Italian
81
2015
N&R AGM 2018
1,000
Vernon Sankey
3
British
67
2016
A AGM 2019
1,000
AGM: Annual General Meeting; N&R: Nomination and Remuneration Committee; A: Audit Committee.
*
Chairman of the Nomination and Remuneration Committee.
1
Director representing the employee shareholders appointed for 4 years pursuant to the Articles of Association (art. 16).
2
Chairman of the Audit Committee.
3
Pursuant to the Articles of Assocation, each Director must own at
least 500 shares.
The Board comprises a Director representing employee
shareholders, appointed by the General Meeting, who is
expressly designated as member of the Board in the Internal
Rules. In that respect, he participates to the meetings and
deliberations of the Board. He has the same obligations as any
other Directors, in particular confidentiality, save for the
obligation to hold at least 500 shares of the Company.
Articles of Association in order to allow the appointment of one
or several directors representing employees.
As of December 31, 2016, the Company had not designated an
employee Director within the meaning of article L. 225-27-1 of
the French Commercial Code as these provisions were not
applicable to the Company. In accordance with the provisions of
the Rebsamen law of August 17, 2015, the Company will submit
to the annual General Meeting ruling on the financial statement
for the 2016 financial year a proposal of modification of the
international dimension.
The Board is composed for more than half of it (55%) of
Directors not of a French nationality, thus reflecting the Group’s
Internal Rules
specify the rules on composition, functioning and the role of the
Board, compensation of Directors, assessment of the works of
the Board, information of Directors, the role, competence, and
operating rules of the Committees of the Board, missions and
Internal Rules govern the work of the Board of Directors. They
employee representatives (set up pursuant to the agreement
prerogatives of the Lead Director, the specific missions which
can be granted to a Director and the confidentiality obligations
imposed on Directors. The Internal Rules also specify the terms
and conditions of attendance by the Participative Committee
Board representatives and the Board plenary meeting on the
review of the Company’s compliance practices with rules of
corporate governance.
dated December 14, 2012 between the Company and the
European Company Council – see infra) to the meetings with the
As soon as appointed, a copy of the Internal Rules as well as the
Charter of the Board of Directors and the Guide to the
prevention of insider trading are provided to the Directors who
subscribe to these documents. The content of these documents
is described more specifically in the “Codes and Charts” section
of the Registration Document. When a new Director is taking
office, various sessions are proposed with the main Group
Executives on business and the organization thereof.
Lead Director
In accordance with the Autorité des Marchés Financiers’ (French
Financial Markets Authority) recommendation of December 7,
2010 in the Autorité des Marchés Financiers’ supplemental report
on corporate governance, executive compensation and internal
control, upon proposal of the Nomination and Remuneration
Committee, the Board of Directors appointed Pasquale Pistorio
as the new Lead Director during its meeting of December 22,
2010. The Board of Directors meetings held following the
General Meeting of May 30, 2012 and May 28, 2015, decided to
renew the term of office of Pasquale Pistorio as Lead Director.
of the assessment of the Board’s work, carried out every year
under his supervision. A detailed presentation of the works
the Lead Director is assisted by the Company’s General
Secretarial team for administrative tasks.
also in charge of arbitrating potential conflicts of interest. He is
questioned on the functioning of the Board. The Board of
Directors may assign specific governance-related tasks to the
Lead Director. In connection with the carrying out of his duties,
carried out in that respect is available in section G.3.1.8. He is
As per the internal rules of the Board of Directors, the Lead
Director is in charge of ensuring continuous commitment and the
implementation of best corporate governance standards by the
Board of Directors. In that respect, he is in charge, in particular,