Imerys, Transform to perform
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Board of Directors

FR

The Group

Board of Directors

Mission


The Board of Directors defines Imerys' strategy and constantly controls the management of the Company by the Executive Management. It makes sure that the Company's corporate interests are protected and ensures the quality of the information provided to shareholders and the markets. It approves strategic orientations and authorizes the major operations that bind the Group’s future.

Functioning

In the context of compliance with best Corporate Governance practices, the Board has adopted an Internal Charter that contains all the principles for its members’ conduct and the functioning of the Board and its specialized Committees. The Charter, of which the first version was adopted in 2002, is regularly updated in order to incorporate: legal and regulatory developments that apply to the Company; recommendations on Corporate Governance by AMF as well as trade and associations bodies that represent French stock market-listed companies (AFEP, MEDEF, ANSA, etc.); and, finally, the amendments made by the Board following the annual assessments of its own functioning carried out to comply with best practices.

Click here to view the Board's Internal Charter.

Each Director of the Company is given a copy of the "Directors' VadeMecum", a collection of the main texts and provisions governing their duties and obligations, such as the Company’s by-laws, the Internal Charter of the Board of Directors, the Group Policy for the prevention of insider dealing and misconduct and other useful documents and forms enabling the Directors to comply with their obligations.



Self-assessment by the Board of Directors

In accordance with its Internal Charter, every year the Board of Directors reviews and appraises its working methods and activity during the previous financial year. The findings of that examination appear in the Group’s Registration Document.




COMPOSITION AS OF MAY 4, 2018

Name
 
Position Date of 1st appointment Year of renewal of term of officeIndependent member
Gilles MICHEL
Chairman
11/03/2010
2021
No (1)
Paul DESMARAIS III
Vice-Chairman
04/29/2014
2020
No (2)
Aldo CARDOSO
Director
05/03/2005
2020
Yes
Odile DESFORGES
Director
05/04/2016
2019
Yes
Ian GALLIENNE
Director
04/29/2010
2019
No (2)
Marion GUILLOU
Director
09/01/2012
2020
Yes
Colin HALL
Director
12/15/2015
2020
No (2)
Conrad KEIJZER
Director
Chief Executive Director
05/04/2018
2021
No (3)
Ulysses KYRIACOPOULOS
Director
04/30/2015
2021
No (4)
Martina MERZ
Director
05/03/2017
2020
Yes
Lucile RIBOT
Director
05/04/2018
2019
Yes
Marie-Françoise WALBAUM
Director
04/25/2013
2021
Yes
Eliane AUGELET-PETIT
Board member representing employees
10/06/2014
2020
Eric d'ORTONA
Board member representing employees
10/06/2014
2020
(1) Former Chief Executive Officer
(2) Director representing a majority shareholder in the company
(3) Chief Executive Officer
(4) Director having business relationship with the company

The proportion of independent members in the composition of the Board of Directors (6 out of 12) is greater than the one -third recommended by the AFEP-MEDEF Corporate Governance Code for companies; the proportion of women on the Board (5 out of 12) reaches 41.67%.

Laurent Raets was appointed by the Board of Directors, as from May 4, 2018, as an Observer (Censeur) for a 3-year period.

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Executive Committee

The Group’s General Management is supported by an Executive Committee comprising Imerys’s main operational and functional managers.

Specialist committees

Three specialist committees with a consultative role have been created, under the responsibility of the Board of Directors. Find out about their role and composition.

Internal control

The internal control system covers all companies in Imerys’s consolidation scope. Find out its fundamental principles.