Corporate governance

The Company intends to follow the recommendations prescribed by the “Association française des entreprises privées et du Mouvement des entreprises de France” (the French association of private companies and corporate movement) on 20th October 2003, as well as the Code of Ethics prescribed by the “Institut Français des Administrateurs” on 25th March 2004, insofar as the rules they set out are compatible with the company’s organisation, size and means.

Consequently, in application of the law voted on 3rd July 2008 implementing EU Directive 2006/46/CE dated 14th June 2006, the thus-modified AFEP/MEDEF corporate governance code is the one the Company will refer to when drawing up the report required by article L.225-68 of the French Commercial Code, a decision taken during the Supervisory Board meeting of 9th December 2008. The Company consists of a limited company with a Management Board and a Supervisory Board governed by the French Commercial Code and the Company’s statutes.

The Board of Management

The management of the Company is entrusted to a Management Board that is controlled by a Supervisory Board. The Company’s statutes state that the Management Board will have a maximum of seven members, who do not have to be shareholders. This Management Board currently has three members.

Members of the Management Board are appointed by the Company’s Supervisory Board. They may be dismissed by the Shareholders’ General Meeting or by the Supervisory Board itself.

Members of the Management Board

The Supervisory Board meeting of 25th June 2008 appointed, for a two-year period, i.e. until the 2010 Shareholders General Meeting that will examine the 2009 annual accounts, the following members:

  • Pierre CONTE: Chairman of the Board, mandate renewed by the Supervisory Board on 12th March 2009 for a further year, i.e. until the end of the 2010 Shareholders General Meeting that will examine the 2009 annual accounts; 
  • Thibaut GEMIGNANI: Chief Executive Officer and member of the Board;
  • Jean-François BUSNEL: Chief Financial Officer and member of the Board. 

     

    At its meeting of 28th July 2009, the Supervisory Board appointed three new members to the Board of Management for the coming two years:
  • François DUFRESNE: Marketing and Communication Director and member of the Board of Management;
  • Laurent CHOLLAT-NAMY: IT Operations Director and member of the Board of Management ;
  • Guillaume TEILHARD DE CHARDIN: Manager of the Property line and member of the Board of Management.

The Supervisory Board

Pursuant to the French Commercial Code and the Company’s statutes, the Company’s Supervisory Board consists of no fewer than three and no more than eighteen members, except for a temporary exception set out in the event of a merger.

Members are appointed, from amongst individuals or legal entities that are shareholders of the Company, by the Shareholders Ordinary General Meeting. They may be dismissed at any time by the Shareholders Ordinary General Meeting.

Members of the Supervisory Board

Mandates renewed during the Ordinary General Meeting of 25th June 2008 for a four-year period, i.e. until the 2012 Shareholders General Meeting that will examine the 2011 annual accounts:

  • Francis MOREL, Chairman;
  • Laurent SORBIER, Vice-Chairman and independent member;
  • Olivier COSTA DE BEAUREGARD, Managing Director and Deputy Executive Officer of Groupe Industriel Marcel Dassault;
  • Benoît HABERT, Assistant Managing Director of Groupe Industriel Marcel Dassault;
  • Sofia BENGANA, Managing Director of New Media for the FIGARO group (Publiprint);
  • Michel WOLFOVSKI, Director of Finance for Club Méditerranée and independent member;
  • Christophe VICTOR, Corporate Secretary of Le Figaro;
  • SICCER (Société d’Investissements des cabinets Conseil en recrutement ), a limited company registered with the Paris RCS under n°379 303 241, and represented by Chairman and CEO François SANCHEZ;
  • Alain CADIOU, General Inspector at HSBC and independent member.
     

Chairmanship

Chairman of the Supervisory Board: Francis MOREL, Managing Director of Le Figaro, appointed during the Supervisory Board meeting of 25th June 2008, for the duration of their mandate as member;
Vice-Chairman of the Supervisory Board: Laurent SORBIER, appointed during the Supervisory Board meeting of 25th June 2008, for the duration of their mandate as member.

Censor: Christian MUSSET - Cogedim.
 

Compensation Committee

The purpose of the Compensation Committee is to assist the Supervisory Board in determining the compensation policy for members of the Management Board.

Composition of the compensation committee

  • François SANCHEZ - Chairman
  • Sofia BENGANA
  • Laurent SORBIER
     

Strategic Committee 

The purpose of the Strategic Committee is to assist the Supervisory Board in defining the Company’s strategic lines, in particular regarding acquisitions.

Composition of the Strategic Committee

  • Laurent SORBIER - Chairman
  • Benoît HABERT 
  • Christophe VICTOR, as a new member, appointed by the Supervisory Board on 28th May 2009
     

Audit Committee

The Audit Committee assists the Supervisory Board in matters relating to accounting policies, internal and external reporting and audits, financial communication and the management of risks incurred by the Company.

Composition of the Audit Committee

  • Michel WOLFOVSKI - Chairman
  • Olivier COSTA DE BEAUREGARD
  • Alain CADIOU

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