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.
- Present to the Annual General Meeting its observations on the Executive Board's management report and on the financial statements for the year, and in this capacity reviews the non-financial information included in the management report.
- Give its prior approval to any significant transaction which is outside the scope of the publicly announced Group strategy.
CSR MISSIONS
- Monitors the CSR strategy (including the climate strategy) and achievements
- Review of sustainability information (DPEF and sustainability report)
- Review of risks and opportunities (financial, legal, operational, CSR) and the measures taken as a result)
- Verifies the implementation of a policy for the prevention and detection of corruption and influence peddling
- Verifies the implementation of a non-discrimination and diversity policy (particularly within the governing bodies)
Committees
The Audit Committee
The Audit Committee
- Jean-François Ducrest, Chairman
- Jean-Sébastien Decaux, Member
- Guillaume Pepy, Member
Jean-François Ducrest and Guillaume Pepy 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 Audit Committee is notably responsible for:
- monitoring the process used to prepare financial information and, where appropriate, making recommendations to guarantee its integrity;
- monitoring the effectiveness of the internal control and risk management systems, including non-financial risks, and, where appropriate, of the Internal Audit department, with regard to the procedures relating to the preparation and processing of accounting and financial information, without prejudice to its independence;
- approving the provision, by the Statutory Auditors or their network, of services other than the certification of the accounts mentioned in Article L. 822-11-2 of the French Commercial Code, in accordance with the provisions of the Charter on the Services that may be entrusted to the Statutory Auditors and their networks;
- monitoring the performance by the Statutory Auditors of their engagement.
CSR MISSIONS
- Monitors the extra-financial reporting process
- Monitors and manages the deployment of the CSR strategy
- Monitors the effectiveness of internal control and extra-financial risk management systems
- Ensures the Company’s compliance with regulation
- Monitors the development and control of sustainability information
- Monitors the effectiveness of internal control and sustainability risk management systems
- Makes a recommendation to the Supervisory Board on the sustainability auditor proposed for appointment
- Monitors the performance of the sustainability auditor’s certification missions
The Compensation and Nominating Committee
The Compensation and Nominating Committee presently has four members:
- Guillaume Pepy, Chairman
- Gérard Degonse, Member
- Jean-François Ducrest, Member
- Patrice Cat, Member (member of the Supervisory Board representing employees by the Social and Economic Committee)
Guillaume Pepy 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 Compensation and Nominating Committee:
- examines and proposes to the Supervisory Board the compensation and benefits package for executive corporate officers;
- periodically examines changes in the composition of the Supervisory Board with a view to making proposals to the Executive Board, in particular to comply with the provisions of the AFEP-MEDEF Code;
- each year, reviews the succession plan for members of the Executive Board that it has drawn up, so that it can propose succession solutions to the Supervisory Board in the event of the departure, death or incapacity of members of the Executive Board.
CSR MISSIONS
- Ensuring in particular that CSR criteria are included in the variable compensation of executives and assessing whether they have been met.
- Reviewing of the Company’s policy on professional equality and equal pay
- Reviewing of the diversity policy applied to SB members
- Examining the gap in the representation of women and men within senior executives and members of management bodies
Ethics and ESG Committee
The Ethics and ESG Committee presently has three members:
- Bénédicte Hautefort, Chairman
- Jean-François Ducrest, Member
- Guillaume Pepy, Member
Bénédicte Hautefort, Jean-François Ducrest and Guillaume Pepy 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 role of the Ethics and CSR Committee is to :
- ensure that ethics and CSR issues are taken into account by the Group
- ensure the proper deployment and application of the International Charter of Fundamental Social Values and the Group Ethics Charter
- examine the Group’s CSR strategy, the objectives set and the results obtained:
- CSR risk mapping
- define the key indicators needed to manage CSR policies
- review all sustainability information published by the Company:
- sustainability report
- vigilance plan
- corruption prevention plan
- examine any situation contrary to the Group’s CSR rules and procedures
- examine and monitor the CSR ratings obtained
Auditors
Principal Statutory Auditors
MAZARS
61 rue Henry Regnault
92400 Courbevoie - Tour Exaltis
Represented by Mr. Francisco Sanchez,
Date of first appointment: 7 may 2024
Expiry date of the mandate: General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2029.
KPMG SA
Tour EQHO
2 Avenue Gambetta
92066 Paris la Défense Cedex
Represented by Mr. Jacques Pierre
Date of first appointment: 10 May 2006
Date of most recent reappointment: General Meeting of Shareholders 7 may 2024
Expiry date of the mandate: General Meeting of Shareholders reviewing and approving the financial statements for the fiscal year ending 31 December 2029.