Board of DirectorsMission
The Board of Directors constantly controls the management of the Company by the Executive Management. It appoints and, if necessary, dismisses the Chief Executive Officer ; it appoints the members of the specialized Committees, whose responsibilities it defines. It approves strategic orientations and authorizes the major operations that bind the Group’s future.
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.
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 Procedure for the prevention of use or disclosure of insider information within the Group and other useful documents and forms enabling the Directors to comply with their obligations.
To read the Internal Charter of the Board of Directors (only available in French version - July 28, 2011), click here.
The Board of Directors met six times in 2013 with an 85,42% attendance rate, and nine meetings are planned for 2014.
Self-assessment by the Board of Directors
In accordance with its internal charter, each year the Board of Directors assesses its own operating method and its activity, as well as those of the specialist committees. These are generally judged to be very satisfactory by its members, although improvements are often suggested. These led to the following changes in 2013:
- the appointment of a fourth female Director, Marie-Françoise Walbaum, increasing the proportion of women on the Board to more than 26%;
- the organization of tours of industrial sites, allowing interested Directors to increase their knowledge of the Group and its businesses and people; in 2013, the main tours were of talc facilities in Luzenac (France) and of roof tiles in Saint-Germer de-Fly (France);
- continue increasing the share of female Board members;
- increase the diversity of the Board’s composition without raising the number of members;
- devote at least one session of the Audit Committee per year to ethics, risks and Sustainable Development;
- continue proposing industrial site tours to Directors.
COMPOSITION AS OF APRIL 29, 2014
Non-independent directors: 9
Gilles Michel, Chairman and Chief Executive Officer
Amaury de Seze, Vice-Chairman
Paul Desmarais III
Xavier Le Clef
Independent directors: 6
Arielle Malard de Rothschild