Selection process for a new member of the Supervisory Board
Pursuant to article 7 of the internal rules and regulations, the Nominating Committee proposes to the Supervisory Board a procedure for selecting future independent Supervisory Board members and carries out its own research on potential candidates before approaching them.
The Nominating Committee conducts an in‑depth review of the Board’s needs in terms of skills, gender balance and diversity among its members and determines a model candidate profile. The Committee may be assisted by an external consultant.
The Chairman of the Supervisory Board and the Chair of the Nominating Committee organize interviews with the shortlisted candidates. The Chairs of the other Committees may take part in these meetings as necessary. At the end of this short‑list stage, the Nominating Committee submits its recommendation to all Supervisory Board members.
The Supervisory Board discusses the proposed profile(s) and submits the appointment to the General Shareholders’ Meeting. In its proposals, the Board ensures that its composition complies with the independence criteria and is adapted to the Company's needs.
It is specified that the members of the Supervisory Board representing employees are appointed by the Groupe Works Council.
Overview of the selection process
This diagram shows the summary presentations of the selection process:
Independent Board member
- PROFILE: The Nominating Committee determines the Board's needs and identifies a typical profile.
- CANDIDATES: Examination of the various profiles, with the help of an external consultant if necessary.
- INTERVIEWS: Candidates are interviewed by the Chairman of the Board and the Chairwoman of the Nominating Committee.
- SELECTION: Deliberations and recommendations to the Supervisory Board
- DECISION: Decision by the Supervisory Board, followed by a vote at the Annual General Meeting.
Board member representing employees
DECISION: Appointment by the Group Committee
Independence of members of the Supervisory Board
The Supervisory Board uses all the criteria proposed by the Afep‑Medef Code to assess the independence of its members.
Criterion 1: Employee corporate officer within the previous five years Not to be or not to have been within the previous five years:
- an employee or an executive officer of the company;
- an employee, executive officer or director of a company consolidated within the corporation;
- an employee, executive officer or director of the company’s parent company or a company consolidated within this parent company.
Criterion 2: Cross‑directorships Not to be an executive officer of a company in which the corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the corporation (currently in office or having held such office within the last five years) holds a directorship.
Criterion 3: Significant business relationships Not to be a client, supplier, commercial banker, investment banker or consultant (and not to be directly or indirectly linked to such persons):
- that is significant to the corporation or its group;
- or for which the corporation or its group represents a significant part of its activity.
Criterion 4: Family ties Not to be related by close family ties to a corporate officer.
Criterion 5: Statutory Auditor Not to have been a Statutory Auditor of the corporation within the previous five years.
Criterion 6: Period of office exceeding 12 years Not to have been a member of the Supervisory Board for more than 12 years. Loss of the status of independent director occurs on the date of the 12th anniversary.