It regularly carries out the controls and verifications that it deems appropriate (particularly concerning progress made on the performance metrics set by the Board).
It appoints the Corporate Officers responsible for managing the Group’s general policies.
The Board of Directors ensures the existence and effectiveness of the management of the Group’s commitments, risks and internal control procedures, and oversees the quality of the information provided to shareholders and the financial markets in the financial statements and in connection with major financial transactions.
It ensures the implementation of a mechanism for the prevention and detection of corruption and influence peddling and receives all the information necessary for this purpose.
The Board of Directors also ensures that the Chief Executive Officer implements non-discrimination and diversity policies and a vigilance plan.
As required by law, the Board of Directors approves the financial statements for publication, decides on appropriation of net income, proposes dividends, and makes decisions on significant investments and the Group’s financial policy.
At least five days ahead of Board meetings, each director is given briefing documents so that he or she can review and/or investigate the issues to be discussed.
The Group’s senior executives make regular presentations to the Board of Directors, in particular at the meeting during which the budget is discussed:
- the Chief Executive Officer and the other operational executives, each in their area of responsibility, discuss the potential for growth, competitive positions, the ambition and the strategy for achieving it, and the principal components of their action plans;
- Group executives in each functional area (Human Resources, Finance and Group Growth Strategy) present their recommendations regarding strategy and policy developments, progress achieved and to be achieved and action plans for implementation within the Group.
The Board of Directors performs periodic in-depth reviews of the financial statements at meetings attended as necessary by members of the Group’s operational and functional management teams as well as by the external auditors.
The Board of Directors meets at least once a year without the presence of executive management and directors representing employees (executive sessions).
The Board of Directors is also kept regularly informed of questions, comments or criticism from shareholders, whether at meetings with shareholders or by mail, e-mail or conference call. The Lead Director, in coordination with the Chairwoman, is the Board’s spokesperson on matters of governance to investors and shareholders. He raises queries from shareholders on matters of governance with the Board.
Board meetings during the fiscal year
BOARD MEETINGS
The Board of Directors met by any means sixteen times during Fiscal 2022 (including by videoconference, audioconference or written decision), in compliance with the Board of Directors’ Internal Rules stating a minimum requirement of six meetings per year. In addition, two executive sessions were held following Board meetings, convening the directors and, in part, only the independent directors in the absence of management.
The work of the Board of Directors focused in particular on:
Corporate Governance
- formalizing and adopting the Group’s purpose;
- approving the Management Report of the Board of Directors and the Corporate Governance Report for Fiscal 2021;
- reviewing the Fiscal 2021 Universal Registration Document;
- reviewing the operating procedures and membership structure of the Board of Directors and the specialized Committees;
- proposing the reappointment of a director and the non-renewal of a term of office due to expire;
- proposing the appointment of a new independent director;
- assessing directors’ independence;
- reviewing the charters of the specialized Committees;
- the annual review of related-party agreements, and more specifically the renewal of the service agreement between the Company and Bellon SA;
- calling the Annual Shareholders Meeting, preparing the Board of Directors’ Report to the Annual Shareholders Meeting, and reviewing the resolutions to be put to the shareholders’ vote;
- reviewing corporate responsibility issues;
- reviewing the Group’s ethics and compliance programs;
- examining the work carried out and recommendations made by the Nominating Committee;
- deciding to combine the roles of Chairman of the Board of Directors and Chief Executive Officer and the appointment of the Chairwoman of the Board of Directors as Chief Executive Officer at the end of the interim period;
- reviewing the Board’s Internal Rules to reflect the combination of the roles of Chairperson of the Board of Directors and Chief Executive Officer, and then creating the position of Lead Director;
- reviewing the succession plans for members of the Executive Committee, the Chief Executive Officer and the Chairwoman and Chief Executive Officer (in the event of an unexpected vacancy);
- appointing a Lead Independent Director;
- reviewing the composition of the Committees.
Compensation
- reviewing and modifying the compensation policy for the Chief Executive Officer and establishing the terms of his departure;
- reviewing and establishing the compensation of the Chairwoman of the Board of Directors from the time of her appointment as Chief Executive Officer during and after the interim period;
- reviewing the compensation of the Board members and of the Lead Director;
- defining the compensation policy of the Corporate Officers, as well as the compensation policy for directors to be submitted to the Annual Shareholders Meeting;
- reviewing 2021 gender pay equity;
- adopting the restricted and performance share plans;
- determining the achievement levels of the performance conditions for the 2018 performance share plan;
- more generally, examining the work carried out and recommendations made by the Compensation Committee.
