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
- Bénédicte Hautefort, Member
- Pierre Mutz, 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 Committee
The Ethics Committee presently has three members:
- Michel Bleitrach, Chairman
- Jean-François Ducrest, Member
- Pierre Mutz, 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 of the following:
- Oversee the deployment of the procedure and assessment of its effectiveness in respect to ethics, as well as the enforcement of the Group Code of Ethics,
- Establish recommendations, measures and procedures so as to prevent and identify corruption and influence peddling, Establish procedures in order to receive any whistleblowing alerts and protect the whistleblower,
- Establish procedures to ensure the compliance with obligations aimed at transparent relationships between stakeholders and public authorities,
- Annually review the company’s corruption prevention plan, as implemented pursuant to article 17 of Law No 2016-1691 of December 9, 2016 on transparency, combating corruption and modernizing economic life,
- As may be necessary and at its own initiative, analyze any matter linked to the Fundamental Ethics Rules defined in the Group Code of Ethics, namely:
- Prohibition of corruption and influence peddling,
- Compliance with free competition rules,
- Compliance with financial and accounting rules,
- Review, in strict confidentiality, any potential situation in conflict with the Fundamental Ethics Rules, which could be brought to the Committee’s attention in good faith, in particular via the whistleblowing alert system and issue any recommendation it deems necessary,
- Propose any amendment to the Group Code of Ethics.
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