The Executive Board has five members appointed by the Supervisory Board and manages the Company’s day-to-day operations. Jean-François Decaux and Jean-Charles Decaux alternate as Chairman of the Executive Board.
Supervisory Board
The Supervisory Board oversees the management of the Executive Board.
Each year, the mandates of some members of the Supervisory Board are renewed in accordance with the provisions of the AFEP-MEDEF Code recommending staggered terms. The guidelines governing the operation and organization of the Supervisory Board and its Committees are set forth in the Charter of the Supervisory Board, which in particular describe the terms and conditions surrounding the compensation of its members as well as the powers, tasks and obligations of the Supervisory Board and its Committees. The Supervisory Board supervises the management of the Company by the Executive Management Board. The Supervisory Board members may be appointed for a maximum term of four years.
The main tasks of the Supervisory Board are as follows:
- Carry out any verifications and supervision as it deems fit and request any documents which it deems useful to perform its tasks at any time during the year;
- Identify the independant members of the Board;
- Supervise and ensure the legality of the Executive Management Board's decisions and that the shareholders are treated equally;
- Supervise the procedures implemented by the Company and its statutory auditors to ensure the legality and accurateness of the annual and consolidated financial statements;
- Be informed of the strategic decisions (budget, significant external growth transactions ...), the financial situation, the treasury position, and any obligations undertaken by the Company in the framework of the publicly announced strategy of the Group, and in particular with respect to any external growth acquisition or sale, any organic growth through material investments or external restructuring transactions.
- Give its prior approval to any significant transaction which is outside the scope of the publicly announced Group strategy.
Committees
The Audit Committee
- Jean-François Ducrest, Chairman
- Jean-Sébastien Decaux, Member
- Bénédicte Hautefort, Member
Jean-François Ducrest and Bénédicte Hautefort are independent members of the Supervisory Board.
They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.
The main tasks of the Audit Committee are as follows :
- Review the accounts and the continuity and relevance of accounting methods and principles used to prepare annual and consolidated financial statements or make any recommandation to change such methods and principles, and ensure the consistent application of such methods and principles or the validity of any proposed changes;
- Supervise the financial information process;
- Monitor the efficency of internal control measures and risk management systems
- Monitor the independance of Statutory Auditors
- Manage the process for selecting the Statutory Auditors and in general to ensure compliance with the rules guaranteeing their independance.
The Compensation and Nominating Committee
The Compensation and Nominating Committee presently has three members:
- Michel Bleitrach, Chairman
- Gérard Degonse, Member
- Jean-François Ducrest, Member
- Rosalina Feron, Member
Michel Bleitrach and Jean-François Ducrest are independent members of the Supervisory Board.
They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.
The Committee’s responsibilities consist principally of the following:
- regarding compensation, make recommendations to the Supervisory Board, among other things, about:
- the amounts and criteria for awarding directors’ fees to members of members of the Board;
- compensation of any kind for members of the Executive Board;
- the general policy for granting options.
- regarding nominations, it must make recommendations to the Supervisory Board relating to:
- membership of the Supervisory Board, taking into consideration, among other things, the composition and changes in our Company’s shareholder structure and the existence of potential conflicts of interest.
- appointment of members to the Executive Board.
Ethics and ESG Committee
The Ethics and ESG Committee presently has three members:
- Michel Bleitrach, Chairman
- Jean-François Ducrest, Member
- Bénédicte Hautefort, Member
Michel Bleitrach, Jean-François Ducrest and Bénédicte Hautefort are independent members of the Supervisory Board.
They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.
The missions of the Ethics and ESG Committee are as follows:
- ensure the Group takes into account ethical and ESG issues and, in particular, that the International Charter of Fundamental Social Values and the Group Ethics Charter are correctly deployed and applied;
- examine ethics and ESG risks related to the Group’s activities;
- review the Group’s policies in the areas mentioned above, the objectives set and the results achieved in this area;
- verify the effectiveness of non-financial reporting, evaluation and control systems in order to enable the Company to produce reliable non-financial information;
- examine all non-financial information published by the Company and, in particular, the Non-financial Performance Statement drawn up under Article L225-102-1 of the French Commercial Code, the Vigilance Plan drawn up and published in accordance with the Law of 27 March 2017 on the duty of vigilance of parent companies and contracting companies and the Group’s Anti-Corruption Plan provided for under Article 17 of the Law of 9 December 2016 on transparency, the fight against corruption and modernising economic life;
- examine any situation that may go against the Group’s rules and procedures (in particular those appearing in the Group’s Charter of Ethics and the International Charter of Fundamental Social Values), which could be brought to its attention, in particular as a result of reports made via the Group’s whistleblowing system or otherwise;
- review and monitor ratings obtained from non-financial agencies; and
- review the monitoring and implementation of the regulations applicable in the above-mentioned areas .
Auditors
Principal Statutory Auditors
Ernst & Young et Autres
1/2 Place des Saisons
92400 Courbevoie-Paris-La Défense 1
represented by M. Aymeric De la Morandière
Date of first appointment : 20 June 2000
Date of most recent reappointment : General Meeting of Shareholders 17 May 2018
Expiry date of the mandate: General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2023
KPMG SA
Tour EQHO
2 Avenue Gambetta
92066 Paris la Défense Cedex
represented by Mr. Frederic QUELIN
Date of first appointment : 10 May 2006
Date of most recent reappointment : General Meeting of Shareholders 17 May 2018
Expiry date of the mandate: General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2023