Fromageries Bel is a French corporation (société anonyme) with a Board of Directors. It is listed on the Euronext Paris stock exchange. Its main shareholder is Unibel, owned by members of the Bel-Fiévet family group. As the lead holding company, Unibel actively participates in setting and supervising the strategy of the Bel Group, which encompasses Fromageries Bel and its subsidiaries.

General management

General Management is vested in Antoine Fiévet, Board of Directors Chairman and Chief Executive Officer (since 2009), and Bruno Schoch, Deputy General Manager, Corporate Finance, Legal Affairs and Information Technology Systems (since 2008).
The duties of Chairman of the Board of Director and Chief Executive Officer are desegregated, with the combination of both functions viewed as better adapted to the Company’s organization and operational methods and better suited to encouraging more effective decision-making and greater responsibility.

Antoine Fiévet and Bruno Schoch, along with Hubert Mayet, General Manager of Manufacturing and Technical Operations, meet weekly for Executive Committee meetings. They approve and ratify decisions, drawing notably on the recommendations of the Group Management Committee, and steer the Group’s business performance and risk exposure.

The Group Management Committee coordinates operations. It is responsible for the proper execution of strategic decisions and functional policies, as well as meeting the Group’s annual and multi-year targets. It prepares decisions for General Management by making recommendations concerning operating performance optimization and functional policies. Group Management Committee members meet in the presence of the Chairman and Chief Executive Officer, the Deputy General Manager and the General Manager of Manufacturing and Technical Operations.

the board of committee

Fromageries Bel is managed by a Board of Directors. Under the strategy adopted by Unibel, the lead holding company, the Board of Directors approves all decisions concerning the Company’s major strategic, economic, corporate, societal, environmental, financial, and industrial directions and ensures that CEO’s Office implements them.

Name and Last name Current position within the Company Audit Committee Appointment and Compensation Committee
Antoine Fiévet Chairman and Chief Executive Officer Member
Thierry Billot Lead Independent Director Chairman Chairman Chairman
Fatine Layt Director Member
James Lightburn Director Member Member
Nathalie Roos Director
Unibel SA represented by Florian Sauvin Director
Antonio Maria Director representing employees
Philippe Deloffre Censor
Luc Luyten Outside Director, Censor on Unibel’s Supervisory Board Member

Following the Combined General Shareholders Meeting of May 12, 2015, the Board of Directors has seven members, including four independent directors* in accordance with the MiddleNext corporate governance code, two female directors, a director representing employees, a director who is not a French citizen, and a censor.

Directors serve for a renewable, four-year mandate. Exceptionally, mandates may be set at one, two or three years to enable the staggered renewal of director mandates.

In 2014, the Board of Directors met five times, with a 97.2% attendance rate for members.

On July 29, 2015, the Board of Directors appointed Independent Director Thierry Billot as Lead Independent Director. The Board of Director’s internal regulations, updated on July 29, 2015, sets the terms and conditions for exercising the functions of the lead independent director, whose main missions are to ensure that the Company’s governing bodies operate properly, that the link with General Management is maintained and that the process for handling conflict of interest issues is relevant.

Mr. Billot also chairs the Appointment and Compensation Committee and the Audit Committee.

Specialized committees

The Board of Directors is assisted by two specialized committees, with each one issuing proposals and recommendations in their area of expertise under the Board’s authority. These two committees are:
– The Audit Committee, and
– The Appointment and Compensation Committee.
The committees meet two to three times a year, and as often as necessary when convened by their Chairmen or at the request of the Chairman of the Board of Directors.

The Audit Committee assists the Board of Directors and monitors issues relating to the preparation and controlling of financial and accounting information.

Audit Committee membership includes three persons selected from and appointed by the Board of Directors, with the exception of directors who exercise management roles at the Company. Audit Committee members include committee Chairman Thierry Billot, Fatine Layt and James Lightburn, all independent directors who serve in accordance with the MiddleNext corporate governance code.

In 2014, the Audit Committee met four times, with 100% attendance.

The Appointment and Compensation Committee is primarily tasked with making recommendations related to director selection, general management operating methods, the Board of Directors operating process and its periodic review, setting and allocating directors’ fees, all items of compensation for Company managers, directors and officers, and establishing the performance criteria used to determine variable remuneration.
Further, it advises general management on the overall consistency of the compensation policy for the Company’s main executives and officers and Management Committee members.

The Appointment and Compensation Committee is comprised of four members, including two independent directors, selected from and appointed by the Board of Directors. Members include committee Chairman Thierry Billot, Luc Luyten, Antoine Fiévet, and James Lightburn.

Since June 2009, the Appointment and Compensation Committee has received expert advice from an outside compensation system specialist.

In 2014, the Appointment and Compensation Committee met five times, with 100% attendance.