Corporate gouvernance

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 Mr. Antoine Fiévet, Board of Directors Chairman and Chief Executive Officer (since 2009), and Mr. Bruno Schoch, Deputy General Manager in charge of 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 accountability.

The Board of Directors

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, social, societal, environmental, financial, and industrial directions and ensures their implementation by General Management.

Following the Combined General Shareholders Meeting of May 11, 2017, the Board of Directors has seven members, including four independent Directors as defined by the MiddleNext Corporate Governance Code, two female Directors, a Director representing employees appointed by the Corporate Works Council, and a Director who is not a French citizen.

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 2016, and since the beginning of 2017, the Board has met on ten occasions with director attendance averaging 94%.

In 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 Appointments 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
  • 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.