Group business and strategy
- regularly reviewing the Group’s various business activities, as well as their growth outlook and competitive environment;
- reviewing the portfolio;
- reviewing/update on client development and retention, new food models, brands and offers;
- the proposed Pluxee spin-off;
- update on multi-year strategic orientations in terms of social and environmental responsibility;
- review of the CSR plan, in particular the climate strategy, and progress update on its implementation;
- regularly reviewing strategic opportunities, especially in terms of external growth and divestments.
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.
ASSESSMENT OF THE BOARD’S OPERATING PROCEDURES
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.
In 2022, the previous assessment covered the following six topics:
- the structure of the Board of Directors;
- the allocation of roles and Board dynamics;
- the operating procedures of the Board of Directors;
- the integration and training of Board members and succession plans;
- strategy and performance; and
- a focus on the committees.
A new formal assessment took place in 2023. The assessment was performed by an external consulting firm and consisted of a questionnaire and individual meetings with all Board members.
A method consisting of comparing the Company's practices to the best practices of comparable companies in terms of the functioning of the Board of Directors was applied.
This evaluation focused in particular on the analysis of the individual participation of each director.
The feedback will be presented to the Board of Directors before the end of 2023. It will be followed by individualized personal and confidential feedback meetings aimed at discussing with each of the directors their effective contribution to the work of the Board of Directors.
Identified areas for improvement during the previous assessment in terms of Board’s composition included adding international profiles and executive officers with in-depth business transition/ transformation experience, including in digital, and increasing the representation of the service sector on the Board are systematically considered during the selection process.
In accordance with the expectations expressed by the directors during the previous internal evaluation, contacts between members of the Management, local teams and directors have intensified thanks in particular to site visits or meetings on the sidelines of Board meetings. Furthermore, information concerning the activities of competitors was exchanged and studied and the risks were the aim of a prospective approach.
The Board’s membership structure continued to be strengthened with the arrival of new independent directors with solid competencies in finance, purchasing and operations. Similarly, there has been a renewal of skills within the Board Committees.
Concerning strategy, the Board sessions dedicated to strategy were very much appreciated and reinforced the choice to continue involving the whole Board 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. Benchmarking and reflection work has been launched concerning the treatment of social responsibility and environmental topics by one of the Board's committees.
Specialized Committees
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.
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.
AUDIT COMMITTEE
| COMPOSITION AS OF AUGUST 31, 2023 | |
|---|---|
| Jean-Baptiste Chasseloup de Chatillon(1) | Chairman, independent director |
| François-Xavier Bellon | Director |
| Véronique Laury | Independent director |
| Cathy Martin | Director representing employees |
| Luc Messier(2) | Independent director |
(1) On December 19, 2022, Jean-Baptiste Chasseloup de Chatillon took the chair of the Audit Committee. Deemed a “financial expert” as defined in article L.823-19 of the French Commercial Code.
(2) On December 19, 2022, Luc Messier joined the Audit Committee.
75% independent directors*
93% attendance rate
6 meetings
* Excluding directors representing employees.
All Audit Committee members have recognized competencies in finance and accounting, as confirmed by their professional background (see Section 7.2.1.2). When Cathy Martin was appointed as a member of the Audit Committee, she was given specific in-house training on the Company’s accounting, financial and operating procedures.
The Audit Committee is responsible for ensuring that the Group’s accounting policies are appropriate and consistently applied, particularly with respect to material transactions. It also verifies that the procedures used for preparing and processing accounting information (both financial and non-financial) are effective and it issues recommendations for ensuring the integrity of such information.