Each year, a whole day is devoted to strategy presentations by operational and support teams, in addition to the plans that are regularly presented during the year at other Board meetings. This annual session is the occasion for high-quality discussions between the directors and the Company’s senior management team and are extremely appreciated by everyone involved.
At least once a year, the Board of Directors devotes an agenda item to discussing its operating procedures, and every three years it organizes a formal external assessment of these procedures.
The last formal assessment took place in 2020. The assessment was performed by an external consulting firm and consisted of a questionnaire and individual meetings with all Board members. A discussion on the operating procedures of the Board and its Committees took place at the Board meeting held in June 2021.
The Lead Director conducted the assessment of the operating procedures of the Board of Directors and its Committees in Fiscal 2022.
This internal assessment consisted of a questionnaire and individual meetings with each Board member. As well as appraising each director’s actual contribution to the Board’s work, the following six topics were covered in the assessment:
The Board’s membership structure continues to be strengthened with the arrival of new independent directors with solid competencies in finance, purchasing and operations, and the overall age profile is gradually getting younger. Similarly, there has been a renewal of skills within the Board Committees.
In terms of the allocation of roles and Board dynamics, the general view of the Board’s operating procedures is favorable, and the Directors particularly appreciate their freedom of expression and the Board’s spirit of collective intelligence. The Directors are particularly engaged. They also consider that Board meetings are highly participative. The Directors representing employees consider that they are fully integrated into the Board and that their contribution is valued.
Following the change in the governance mode, Directors highly appreciate the appointment of a lead director who contributes to a positive dynamic within the Board..
Concerning strategy, the Board session dedicated to strategy are very much appreciated and reinforce the choice to involve the whole Board in strategy decisions rather than creating a dedicated Strategy Committee.
Similarly, Corporate Social Responsibility issues are currently addressed directly by the Board as a whole instead of by a dedicated Committee. In addition to the yearly overall presentation, these issues are systematically raised when discussing other items on the Board’s agenda.
The Directors feel that they have a good understanding of the Group’s operational challenges and goals, a good risk matrix, and detailed performance monitoring that provides information that is both accessible and high quality.
In terms of Board’s composition, identified areas for improvement included adding international profiles and CEOs with in-depth business transition/transformation experience, including in digital, and increasing the representation of the service sector on the Board.
The directors wish :
To support in its decision-making process, the Board of Directors has created three specialized Committees: the Audit Committee, the Nominating Committee and the Compensation Committee. Each of these Committees has a charter, approved by the Board of Directors, setting out their roles and operating procedures. These charters are reviewed on a regular basis. They were reviewed in the course of the fiscal year, primarily to reflect the new governance structure.
Broadly, the role of these specialized Committees is to examine specific issues ahead of Board meetings and to submit opinions, proposals and recommendations to the Board of Directors.
