Imerys, Transform to perform
X

Specialized committees

FR

The Group

Specialized committees

Under the responsibility of the Board of Directors, the specialized committees have an advisory role. They give the Board the benefit of their opinions and recommendations in preparing its decisions.


Missions

The Strategic Committee examines the Group’s industrial, commercial and financial strategic orientations and checks that the strategy set by the Board of Directors is implemented by the Executive Management. It also examines the main risks factor for the Group and the related internal controls in the following fields: external environment (investor relations, market positions), internal processes (financial resources management, human resources potential, mineral reserves and resources) and management information (management control and financial reporting, capital projects).

The Appointments Committee gives an opinion on the composition of the Board of Directors with respect, in particular, to the shareholding of the Company, the proportion of men and women and the independent status of each Director.

The Compensation Committee also studies the appointment proposals of Directors and members of the Executive Management, their compensation as well as the general compensation and retention policy for top managers (grant of stock subscription or purchase options, or performance shares in the Company).

The Audit Committee examines Imerys’ annual and semi-annual corporate and consolidated financial statements, controls the relevance and consistency of accounting methods and examines the Group’s debt position. It controls the process for producing and disseminating accounting and financial information and supervises related communication policy and procedures and checks the consistency and relevance of published information. This Committee selects and recommends candidates for Statutory Auditor positions. It examines the schedule and results of work by internal and external auditors and by Internal Control. It reviews the Group’s main legal or financial risks and the related internal controls or policies on prevention and insurance. The Audit Committee also supervises the orientations and achievements of the Group’s Sustainable Development policy.



COMPOSITION AS OF MAY, 3rd, 2017

Name
Date of 1st appointment
Independent member
STRATEGIC COMMITTEE
Ian GALLIENNE, Chairman
29 April 2010
No
Aldo CARDOSO
2 May 2007
Yes
Odile DESFORGES
4 May 2016
Yes
Paul DESMARAIS III
29 April 2014
No
Giovanna KAMPOURI MONNAS
15 February 2017
Yes
Ulysses KYRIACOPOULOS
30 April 2015
No
Xavier LE CLEF
29 April 2014
No
Arnaud VIAL
4 May 2016
No
APPOINTMENTS COMMITTEE
Paul DESMARAIS III, Chairman
4 May 2016
No
Ian GALLIENNE
26 April 2012
No
Marion GUILLOU
29 April 2014
Yes
Martina MERZ
3 May 2017
Yes
Marie-Françoise WALBAUM
4 May 2016
Yes
COMPENSATION COMMITTEE
Paul DESMARAIS III, Chairman
4 May 2016
No
Eliane AUGELET-PETIT
1st January 2017
Ian GALLIENNE
26 April 2012
No
Marion GUILLOU
29 April 2014
Yes
Martina MERZ
3 May 2017
Yes
Marie-Françoise WALBAUM
4 May 2016
Yes
AUDIT COMMITTEE
Aldo CARDOSO, Chairman
3 May 2005
Yes
Colin HALL
15 December 2015
No
Marie-Françoise WALBAUM
25 April 2013
Yes

The proportion of independent members in the composition of the Specialized Committees is in accordance with the one -recommended by the AFEP-MEDEF Corporate Governance Code for companies; 2/3 for the Audit Committee and the major part for the Appointments Committee.
Back to top
Executive Committee

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

Board of Directors

The Board of Directors permanently monitors management of the company by the General Management. Find out about its responsibilities, operating method and composition.

Internal control

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