SOMFY_ANNUAL_FINANCIAL_REPORT_2017
05 REPORT ON CORPORATE GOVERNANCE
COMPOSITION OF THE SUPERVISORY BOARD
The Somfy SA Supervisory Board consists of seven members: Name Position Age Nationality
Date appointed/ renewed
Date term ends
Audit Committee
Remuneration Committee
(Member of the Supervisory Board: 15 May 2012/ Chairman of the Supervisory Board: 16 May 2013)
Chairman Independent member
Michel Rollier
73
French
2018 AGM
–
Chairman
Victor Despature
Vice-Chairman 68
French
17 May 2017 2020 AGM Chairman
Member
Independent
Paule Cellard
French
17 May 2017 2021 AGM Member
–
member 62 Member 44
Anthony Stahl
French
13 May 2015 2019 AGM
–
–
Marie Bavarel-Despature*
Member 37 French-Swiss
17 May 2017 2020 AGM
–
–
Sophie Desormière**
Independent
French
17 May 2017 2021 AGM
–
–
member 51
Florence Noblot*** Independent
French
17 May 2017 2021 AGM
–
–
member 54
The General Meeting of 17 May 2017 appointed Marie Bavarel-Despature as member of the Supervisory Board, in addition to current members, for a * period of three years which will expire at the end of the General Meeting called in 2020 to approve the financial statements for the year just ended. The General Meeting of 17 May 2017 appointed Sophie Desormière as member of the Supervisory Board, replacing Jean Despature, for a period of ** four years which will expire at the end of the General Meeting called in 2021 to approve the financial statements for the year just ended. The General Meeting of 17 May 2017 appointed Florence Noblot as member of the Supervisory Board, replacing Valérie Pilcer, for a period of four *** years which will expire at the end of the General Meeting called in 2021 to approve the financial statements for the year just ended. Regarding the composition of the Supervisory Board, shareholders at the next General Meeting will be asked to: re-appoint Michel Rollier as a member of the Supervisory Board for a period of four years which will expire at the end of the General – Meeting to be held in 2022 to approve the financial statements for the year just ended. The following other changes to the composition of the Supervisory Board took place during the financial year just ended and as of the date of this report (31 January 2018):
Member
Nature of change Date of change Not re-appointed 17/05/17
Effect in terms of diversification
Valérie Pilcer
–
Florence Noblot Jean Despature Sophie Desormière Marie Bavarel-Despature
Appointed as a replacement 17/05/17 Female representation, international experience and independence
Not re-appointed 17/05/17
–
Appointed as a replacement 17/05/17 Female representation, international experience and independence
Appointment 17/05/17
Female representation and international experience
Paule Cellard
Re-appointed 17/05/17 Re-appointed 17/05/17 Resignation 18/05/17
– – –
Victor Despature Bernard Hours
Self-assessment of the Supervisory Board
Equal representation of men and women on the Board
The Board currently consists of seven members, including four women. As such, the company complies with the legal provisions regarding gender equality applicable at the end of the Annual General Meeting held in 2017, namely, given the size of the Board, a maximum difference of two between the number of members of each gender.
At its meeting of 16 November 2017, the Board carried out the annual assessment of its operation and its work and those of its Audit and Remuneration Committees, with no particular comments to make in this regard. An assessment via a questionnaire sent out to each Supervisory Board member is planned during the course of 2019.
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SOMFY – ANNUAL FINANCIAL REPORT 2017
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