Specialized CommitteesUnder 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.
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 Strategic Committee met seven times in 2013, with a 90% attendance rate. Eight meetings are planned in 2014.
The Appointments and Compensation 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. It 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 Appointments and Compensation Committee met three times in 2013 with a 73.33% attendance rate. Three meetings are scheduled for 2014.
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.
The Committee met five times in 2013 with an attendance rate of 93.33%. Five meetings are scheduled in 2014.
COMPOSITION AS OF APRIL 29, 2014
Non-independent members: 7
Ian Gallienne, Chairman
Paul Desmarais III
Xavier Le Clef
Amaury de Seze
Independent members: 2
Appointment and Compensation Committee
Non-independent members: 2
Amaury de Seze, Chairman
Independent members: 3
Arielle Malard de Rothschild
Non-independent member: 1
Independent members: 2
Aldo Cardoso, Chairman