Governance

Three Board committees have been implemented, as follows:

• Audit Committee (AC):
  • Role: The goal of the Audit Committee is to monitor questions related to the preparation and the control of accounting and financial information and to monitor the efficiency of risk monitoring and operational internal control, in order to facilitate the Board of Directors’ duties to control and verify such matters. The Audit Committee’s main duties are as follows:
    • monitoring the financial reporting process and the sustainability reporting process;
    • monitoring the effectiveness of internal control, internal audit and risk management systems relating to financial and accounting information and sustainability reporting;
    • monitoring of the statutory audit of the parent company and consolidated financial statements by the Company's statutory auditors;
    • monitoring the statutory auditors and other parties involved in the certification of sustainability information; and
    • monitoring CSR risks.
  • Composition: Deborah Choate (Chair), Meriem Riadi , Yves Humblot
• Nomination, Remuneration and Governance Committee (NR&GC):
  • Role: The Nomination, Remuneration and Governance Committee is a specialized committee of the Board of Directors whose principal duty is to assist the Board of Directors in the composition of the managing bodies of the Company and the Group and in the determination and regular evaluation of the compensation policy of the Company’s executive officers, as well as compensation-related matters relating to key employees of the Group, including all deferred benefits and/or compensation for voluntary or forced departure from the Company. In this context, it carries out the following tasks in particular:
    • proposed appointments of members of the Board of Directors and its committees and of the Company's executive directors;
    • annual assessment of the independence of the members of the Board of Directors;
    • examination and proposal to the Board of Directors concerning all the components and conditions of the remuneration of the Chairman, the Chief Executive Officer and the Chief Operating Officer(s);
    • determination of the general remuneration policy for members of the Executive Committee, other than the Chief Executive Officer and the Chief Operating Officer(s);
    • monitoring policy on equal opportunities and equal pay; and
    • examination and proposal to the Board of Directors concerning the method for allocating the total annual remuneration package allocated by the General Meeting.
    • The Committee is consulted for its recommendation to the Board of Directors on any exceptional remuneration relating to exceptional assignments that may be entrusted by the Board of Directors to certain of its members.
  • Composition: Laurianne Le Chalony (Chair), Deborah Choate, Pierre Demonsant 
• Strategic and ESG Committee (S&ESGC): 
  • Role: The Strategic and ESG Committee is responsible for preparing the work and facilitating the decision-making process of the Board of Directors with respect to strategic and social and environmental matters and in particular:
    • evaluation of major external growth projects by the Company;
    • corporate strategy, matters relating to the evolution, prospects and opportunities of the sector, particularly concerning innovations and disruptive technologies;
    • matters relating to social and environmental responsibility (such as diversity and non-discrimination policies and compliance and ethics policies) and their link with the Group’s strategy and its implementation;
    • review of the non-financial performance statement on social and environmental matters provided for in Article L. 22-10-36 of the French Commercial Code;
    • review of the opinions expressed by investors, analysts and other third parties and, if applicable, any action plan by the Company in respect of social and environmental matters; and
    • review and assessment of the relevance of the Group’s social and environmental commitments and strategic orientations on social and environmental matters, taking into account any challenge specific to its activity and objectives, and following on their implementation.
  • Composition: Pierre Demonsant (Chair), Yves Humblot, Matthieu Dellile, Laurianne Le Chalony, Meriem Riadi