Pursuant to article 9 of the internal rules and regulations of the Board of Directors, the Nominating Committee proposes to the Board of Directors a procedure for selecting future independent directors 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 and Chief Executive Officer is involved in the work of the Nominating Committee during this process of selecting a new Director.
The Chair of the Nominating Committee and the Chairman and Chief Executive Officer organize interviews with the shortlisted candidates. The Lead Director and 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 Directors.
The Board of Directors 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 Directors representing employees are appointed by the Groupe Works Council.
| SELECTION PROCESS | PROFILE | APPLICATIONS | INTERVIEWS | SELECTION | DECISION |
|---|---|---|---|---|---|
| Independent Director | Independent DirectorPROFILE Determination by the Nominating Committee of the needs of the Board and identification of a standard profile |
Independent DirectorAPPLICATIONS Review of different profiles |
Independent DirectorINTERVIEWS Interviews of candidates with the Chairman of the Board and the Chair of the Nominating Committee |
Independent DirectorSELECTION Discussions of the Nominating Committee and recommendations to the Board of Directors |
Independent Director DECISION Decision of the Board of Directors then vote of the General Shareholders’ Meeting |
| Director representing employees | Director representing employeesPROFILE
|
Director representing employeesAPPLICATIONS
|
Director representing employeesINTERVIEWS
|
Director representing employeesSELECTION
|
Director representing employees DECISION Appointment by the Groupe Works Council |
The Board of Directors 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:
|
|---|---|
| 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):
|
| 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 director of the Company for more than 12 years. Loss of the status of independent director occurs on the date of the twelfth anniversary. |
| Criterion 7: Status of non-executive officer |
A non-executive officer cannot be considered independent if he or she received variable compensation in cash or in the form of securities, or any compensation linked to the performance of the corporation or Group. |
| Criterion 8: Status of the major shareholder |
Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nominating Committee, systematically reviews the qualification as independent, taking into account the composition of the Company’s capital and the existence of a potential conflict of interest. |
