The Board meets as often as the interests of the Group require. In 2017, the Board met six times (excluding the Directors’ strategy seminar mentioned below), with an attendance rate of 90% (85% in 2016).
The main issues addressed included a business review, the financial situation and earnings (review of the annual, half- year and quarterly results, and analysis of earnings forecasts), the Group’s financing situation (debts, available cash, bond issue and renewal of the securitization program), the renewal of the share buyback program, governance (change of the composition of the Board of Directors and Committees and evaluation of the organization and functioning of the Board and Committees), the acquisition, in the scope of a partnership with the Caisse de dépôt et de placement du Québec (CDPQ), of GE Water & Process Technologies business activities, its financing (bridge loan, capital increase and senior and hybrid bond issues) and its integration through the creation of the new Water Technologies and Solutions business unit, as well as the implementation of the Sharing 2017 employee shareholding plan.
The Board also renewed the Chief Executive Officer’s annual authorization to issue securities, endorsements and guarantees, and approved guarantee projects of amounts greater than the Chief Executive Officer’s authorization threshold. Finally, it regularly reviewed the work of its various Committees.
Five Committees support the Board of Directors in its decisions: the Audit and Financial Statements Committee, the Appointments and Governance Committee, the Compensation Committee, the Strategy Committee and the Ethics and Sustainable Development Committee.
Our Strategy Committee provides its opinion and submits recommendations to the Board of Directors on:
Under the guidance of Gérard Mestrallet, Chairman of the Board of Directors, it includes:
In 2017, the Strategy Committee met four times (twice jointly with the Audit and Financial Statements Committee), with an attendance rate of 78%. The main issues addressed by the Committee related to the 2017- 2022 medium- term plan (reviewed jointly with the Audit and Financial Statements Committee), the acquisition of GE Water, the implementation of the partnership with the Caisse de Dépôt et Placement du Québec, the change in the asset portfolio and preparation of the Board of Directors’ strategy seminar.
All of the Directors met in October 2017 for a one- day strategy seminar during which the Directors discussed the Group’s strategy and its operational implementation and reviewed in particular the developments in the deployment of Group strategy, the main lines of development (especially in the fields of industry and agriculture, as well as digital and innovation), investment and divestment projects under consideration, aspects of the Group’s transformation, aspects in matters of human capital and the roadmap for sustainable development.
This Committee assists the board of directors in ensuring the accuracy and veracity of our corporate and consolidated financial statements, the quality of internal audits and information provided to shareholders and the market.
Chaired by Guillaume Pepy, an Independent Director, it includes:
The Audit and Financial Statements Committee met seven times in 2017 (including two joint meetings with the Strategy Committee), with an attendance rate of 83%.
The main issues addressed by the Committee were as follows: the review of the annual financial statements as of December 31, 2016, the half- year accounts as of June 30, 2017, the quarterly results and press releases relating thereto, the financing and debt situation, the analysis of the acquisition of the GE Water & Process Technologies business activities and its financing.
In 2017, the Committee approved the fees paid to the Statutory Auditors. The Committee also gave its prior approval to the tasks assigned to the Statutory Auditors outside of their audit responsibilities and reviewed, at the end of 2017, the applicable procedure in this area. The Committee also examined the question of renewal of the term of office of EY as the Company’s incumbent Statutory Auditor. Furthermore, at its request, the Committee may meet with the Statutory Auditors without Company management being present.
Chaired by Delphine Ernotte Cunci, an Independent Director, it includes:
In 2017, the Committee met three times, with an attendance rate of 100%.
The main topics addressed by the Committee were the health and safety policy with the 2016 review and the draft action plan to be implemented in 2017, the environmental and industrial risk management policy, and the quality of drinking water and the conformity of wastewater. The Committee drafted a 2016 review of sustainable development indicators and established a roadmap for the 2017- 2020 period.
The ethics policy was also reviewed with the presentation of the Ethics Officer’s 2016 report and the 2017 action plan. Furthermore, the Committee examined the policy in terms of gender and salary equality and diversity, and actions to be implemented and also reviewed training in the context of the Group’s transformation in France and the Social Report as of December 31, 2016. Finally, the Committee reviewed the non- financial ratings attributed to the Group.
In 2017, the Appointments and Governance Committee met four times, with an attendance rate of 100%.
The main issues addressed by the Committee were questions relating to governance, such as evaluation of the functioning of the Board and Committees, review of the independence of directors, review of the composition of the Board of Directors and Committees and the detailed review of succession plans, which are then reviewed in the presence of all directors at the annual strategy seminar
In 2017, the Committee met three times, with an attendance rate of 93%.
The Committee reviewed the variable compensation of the Chief Executive Officer, compensation of the Management Committee and the amounts and distribution of directors’ fees, as it does yearly. The Committee examined the long-term compensation in cash plan, as well as the exceptional compensation plan envisaged in the context of the acquisition of GE Water. Finally, the Committee monitored the implementation of the Sharing 2017 employee shareholding plan.