NEOPOST - 2018 Registration document
2
Corporate governance report
Committees
a summary of the confidentiality obligations imposed upon • corporate officers, informed employees and occasional insiders; clarifications regarding the no-trading rules and an • appendix containing a schedule of the periods during which trading is authorized – the red and green periods' table; clarifications, for the purposes of transparency and • prudence, of the Company’s disclosure obligations vis-à-vis the AMF, with an appendix containing a model declaration;
a summary of specific provisions relating to stock options • and free shares. Every corporate officer and informed employee must sign an undertaking certifying that he/she has read and understood the stock market code of ethics and promises to comply with the terms of the code. The Group’s legal department is tasked with checking compliance with the Group’s codes.
Committees
On 24 September 2018, the Board of Directors at created the strategy and corporate responsibility committee, while the two separate remuneration and appointments committees merged into one committee. Only the Audit Committee remains unchanged.
The remuneration committee and the appointments committees presented here are those as they existed until 24 September 2018.
The attendance rate of Directors at Committees is detailed here:
Strategy and corporate responsability committee Chair: R.Troksa
Remuneration and appointments committee Chair: V.Mercier
Appointments committee Chair: V.Mercier
Remuneration committee Chair: C.Pourre
Audit committee Chair: E.Courteille
Hélène Boulet-Supau
100%
100%
100%
Éric Courteille
100%
Virginie Fauvel
100%
100%
William Hoover Jr
100%
Vincent Mercier
100%
100%
100%
100%
Catherine Pourre
50%
100%
Richard Troksa
100%
100%
Nathalie Wright
100%
Remuneration committee
Indicators
2018
2017
Number of meetings
2
3
% average participation
83%
100%
Number of members
3
3
% independent directors
100%
100%
The Board is assisted by a remuneration committee comprising three independent directors. It met twice in 2018 with a 83% participation rate. Meetings last an average of 90 minutes. Until 24 September 2018, the remuneration committee comprised Catherine Pourre (Chair), Vincent Mercier and Hélène Boulet-Supau, all independent directors. Remuneration committee meetings are preceded by preparatory meetings between the committee chair, the Group human resources director, the Chairman, the Chief Executive Officer, where relevant.
The Chairman and the Chief Executive Officer can take part in the remuneration committee’s work. However, they do not contribute in deliberations related to their own remunerations or any other subject concerning them. The task of the remuneration committee is to submit proposals to the Board of directors regarding the remuneration of Group executives and the granting of stock options or share subscriptions and the granting of free shares. To this end, and in accordance with the by-laws, the remuneration committee is responsible for:
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REGISTRATION DOCUMENT 2018 / NEOPOST
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