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
- The Appointments and Compensation Committee
The committees meet two to four 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’s role is to assist the Board of Directors and to monitor 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 Mr. Audit Committee Chairman Thierry Billot, Ms. Fatine Layt and Mr. James Lightburn, all meeting the independent director criteria under the MiddleNext Corporate Governance Code. In 2016, the Audit Committee et four times, with 100% attendance.
The Appointments and Compensation Committee is primarily tasked with making recommendations related to Directors 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.
In addition, it advises general management on the overall consistency of the compensation policy for the company’s main executives and Management Committee members.
The Appointments and Compensation Committee is comprised of five members, including two independent Directors, selected from and appointed by the Board of Directors. Members include Mr. Appointments and Compensation Committee Chairman Thierry Billot, Mr. Director James Lightburn, Mr. Outside Director Luc Luyten, Antoine Fiévet, and Mr. Antonio Maria, Director Representing Employees, who acts solely on compensation matters.
Since 2009, the Appointments and Compensation Committee has received expert advice from an outside compensation system specialist. In 2016, the Appointments and Compensation Committee met four times, with 100% attendance.