Board of Directors

Pierre Pasquier
Pierre Pasquier
Chairman of the Board of Directors
  • Nomination date: 21 May 2024
  • Date term of office ends: 2028
Éric Pasquier
Éric Pasquier
Vice-Chairman of the Board of Directors
  • Nomination date: 21 May 2024
  • Date term of office ends: 2028
  • Member of the Nominations, Governance, Ethics and Corporate Responsibility Committee
Kathleen Clark
Kathleen Clark
Permanent representative of Sopra GMT
  • Nomination date: 21 May 2024
  • Date term of office ends: 2028
  • Chairman of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
  • Member of the Compensation Committee
Éric Hayat
Éric Hayat
Director
  • Nomination date: 21 May 2024
  • Date term of office ends: 2028
Sonia Criseo
Sonia Criseo
Director
  • Nomination date: 24 May 2023
  • Date term of office ends: 2025
Pascal Daloz
Pascal Daloz
Independent Director
  • Nomination date: 24 May 2023
  • Date term of office ends: 2026


André Einaudi
André Einaudi
Independent Director
  • Nomination date: 1 June 2022
  • Date term of office ends: 2026
Michael Gollner
Michael Gollner
Independent Director
  • Nomination date: 24 May 2023
  • Date term of office ends: 2027
  • Member of the Audit Committee
Noëlle Lenoir
Noëlle Lenoir
Independent Director
  • Nomination date: 1 June 2022
  • Date term of office ends: 2026
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee

 

Sylvie Rémond
Sylvie Rémond
Independent Director
  • Nomination date: 24 May 2023
  • Date term of office ends: 2027
  • Chairwoman of the compensation Committee
  • Member of the Audit Committee
Marie-Hélène Rigal-Drogerys
Marie-Hélène Rigal-Drogerys
Independent Director
  • Nomination date: 21 May 2024
  • Date term of office ends: 2028
  • Chairman of the Audit Committee
Jessica Scale
Jessica Scale
Independent Director
  • Nomination date: 24 May 2023
  • Date term of office ends: 2027
  • Member of the Compensation Committee
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
Yves De Talhouët
Yves De Talhouët
Independent Director
  • Nomination date: 1 June 2022
  • Date term of office ends: 2025
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
Rémy Weber
Rémy Weber
Independent Director
  • Nomination date: 24 May 2023
  • Date term of office ends: 2025
Astrid Anciaux
Astrid Anciaux
Director representing employee shareholders
  • Date of first appointment: 27/06/2014
  • Nomination date: 26/05/2021
  • Date term of office ends: 2025

Changes in the Board of Directors and its committees since the start of financial year 2024

 


Departures AppointmentsReappointments
Board of Directors



Pierre Pasquier
(21/05/2024)

Éric Pasquier
(21/05/2024)

Kathleen Clark Représentant permanent de Sopra GMT
(21/05/2024)

Éric Hayat
(21/05/2024)

Marie-Hélène Rigal-Drogerys
(21/05/2024)

Audit CommitteeÉric Pasquier
(21/05/2024)
  
Nomination,  

Governance, Ethics and Corporate Responsibility Committee

Pierre Pasquier
(21/05/2024)
Éric Pasquier
(21/05/2024)
 
Compensation Committee




 

Committees of the Board of Directors

With regard to certain topics, discussions by the Board of Directors are prepared by specialised committees composed of members of the Board of Directors appointed by this body. These committees do not have decision-making authority but examine issues falling within their remit and submit their opinions and proposals to the Board of Directors.

There are three permanent committees:

  • the Audit Committee;
  • the Compensation Committee;
  • the Nomination, Governance, Ethics and Corporate Responsibility Committee.

The Board of Directors may also establish one or more ad hoc committees.

 

Audit Committee

The Audit Committee is composed of at least three members appointed by the Board of Directors, with financial or accounting expertise (currently all of the members are financial experts).

The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities include:

  • reviewing the financial statements, especially in order to:
    • provide a judgment on risk exposure,
    • overify that the procedures for gathering and checking information guarantee its reliability,
    • ensure that accounting policies have been applied consistently and are pertinent;
  • reviewing financial policy;
  • monitoring the effectiveness of internal control and risk management procedures, particularly as regards the work of the internal audit team;
  • managing the statutory audit of the financial statements by the Statutory Auditors;
  • ensuring compliance with requirements for the independence of the Statutory Auditors.


Compensation Committee

The Compensation Committee is composed of between three and six members appointed by the Board of Directors.

The Committee’s main responsibilities are as follows:

  • submitting its recommendations to the Board of Directors on the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of the total compensation and benefits of any kind received by the company officers;
  • verifying the application of rules determined for the calculation of variable components of compensation;
  • verifying the quality of the information communicated to shareholders concerning compensation, benefits in kind, options, and directors’ fees received by executive company officers;
  • where applicable, offering recommendations to Executive Management on the compensation of the company’s principal executives;
  • preparing the Board of Directors’ decisions regarding directors’ fees and their apportionment;
  • obtaining an understanding of pay policy and ensuring that this policy is in line with the Company’s interests and enables it to reach its objectives;
  • preparing the policy for granting share subscription or purchase options and awarding performance shares;
  • preparing decisions related to employee savings plans.


Nomination, Governance, Ethics and Corporate Responsibility Committee

The Nomination, EGovernance, Ethics and Corporate Responsibility Committee is composed of the Chairman of the Board of Directors and between three and six other members appointed by the Board.

The Committee’s main responsibilities are as follows:

  • preparing appointments of members of the Board of Directors and executive company officers;
  • carrying out the annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officer;
  • evaluating the Board of Directors and the effectiveness of corporate governance;
  • verifying that good governance rules are applied at the Company and its subsidiaries;
  • assessing whether Board members may be deemed independent in view of deliberations by the Board of Directors on this subject;
  • proposing and managing changes it deems beneficial or necessary to the procedures or composition of the Board of Directors;
  • verifying that the Group’s values are observed and promoted by its company officers, executives and employees;
  • checking that there are rules of conduct which address competition and ethics;
  • assessing Company policy on Corporate Responsibility.