Board of directors and committees
SUEZ’s Board of Directors sets the Group’s business directions and oversees their implementation. To this end, it calls on committees tasked with studying the questions submitted by the Board or its Chairman for examination and advice.
Role and composition of the Board of Directors
SUEZ’s Board of Directors sets the Group’s directions and oversees their implementation. It is composed of 19 members that each serve 4-year terms, including 2 employee directors and 1 employee shareholders director. It comprises 42.1% of women (41.2% without taking into account the employee directors and employee shareholders director in accordance with the recommendations of the AFEP-MEDEF cod) and 31.6% of non-French Directors.
Under the criteria of the AFEP-MEDEF code, 8 Directors are qualified as independent by the Board, i.e. 50% of its members, without taking into account the directors and the employee shareholders director in accordance with the recommendations of the AFEP-MEDEF code.
Activity of the Board of Directors in 2015
Miriem Bensalah Chaqroun
Role and composition of the 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.
- the strategic objectives set by the Board of Directors or proposed by the CEO,
- all significant projects submitted to the Board of Directors involving internal or external growth, divestment, strategic agreements, alliances and partnerships.
In 2015, the Strategy Committee met three times. The main issues addressed by the Committee dealt with changes in the competitive environment and markets, innovation, strategic and financial perspectives and the preparation of the strategic seminar for the Board of Directors.
All the Directors met in November 2015 for a one-day strategy seminar at which they reviewed developments relating to implementing the Group strategy, key development areas as well as the aspects of innovation and human resources and investment and divestment plans being considered.
It assists the Board of Directors in ensuring the accuracy and veracity of the corporate and consolidated financial statements of SUEZ, the quality of internal audits and information provided to shareholders and the market.
Chaired by Guillaume Pepy, an independent Director, it includes:
Activities of the Committee in 2015
The Audit and Financial Statements Committee met five times in 2015.
The main issues discussed by the Committee were as follows: the review of the annual accounts as of December 31, 2014, the half-year accounts as of June 30, 2015, the quarterly results and press releases relating thereto, the financing and debt situation (a specific prior analysis of redemption and issuance of hybrid bonds having been carried out), and the analysis of the acquisition process for the SUEZ brand.
The Statutory Auditors presented to the Committee the essential elements of the Company’s results and the main decisions taken.
In addition, the Committee was asked to discuss earnings forecasts and updates, cash flow projections, and the management’s outlook reports. An overview of the off-balance sheet commitments of the Group, for which a reporting is issued for the consolidated half-year and annual accounts, was also carried out by the Finance Department.
The Committee supervised the execution of the 2015 internal audit plan and the main conclusions of the most significant audits. The Committee also reviewed and monitored progress in the internal control plans defined in conjunction with the main Group entities. The Committee also reviewed the internal audit and internal control plans for 2016.
The Committee analysed the risk presentation prepared by the Management Committee, assisted by the Risk and Investment Department, as well as the measures taken to manage identified risks. The Committee regularly reviewed the major litigation cases in progress. The Committee also reviewed the Group’s tax position, particularly in view of the developments that took place in 2015, as well as the policies relating to insurance.
In 2015, the Committee approved the fees paid to the Statutory Auditors. The statutory auditors took part in all Audit and Financial Statements Committee meetings. Furthermore, at its request, the Committee may meet with the Statutory Auditors without Company’s management being present.
- the individual and collective values, on which SUEZ bases its decisions;
- the rules of conduct of all employees.
Chaired by Delphine Ernotte Cunci, an independent Director, it includes:
In 2015, the Committee met three times.
The main topics discussed by the Committee were the health and safety policy with the 2014 review and the draft action plan to be implemented in 2015, the environmental and industrial risk management policy, drinking water quality and the conformity of discharge water, regulations and research in the area of micropollutants, Group solutions in the area of desalination, the societal elements of the Group's offers and the 2014 review of sustainable development indicators and the outlook for 2015.
The ethics policy was reviewed with the presentation of the Ethics Officer’s 2014 report and the 2015 action plan. In addition, the Committee examined the policy on professional and compensation equality, the policy for diversity and the actions to be implemented, as well as the social reporting at 31 December 2014. The Committee also reviewed the monitoring or psychosocial risks. Finally, the Committee reviewed the action plans of the Group for the Paris COP21 Climate Conference, as well as the ratings attributed to the Group by Vigeo and Robeco SAM.
It makes recommendations and proposals related to the governance matters, which are within the Board competence, and notably as to the appointment of new Directors.
Chaired by Anne Lauvergeon, an independent Director, it includes:
In 2015, the Appointments and Governance Committee met once (prior to the splitting into two Committees on July 28, 2015, the Appointments and Compensation Committee met twice).
The main issues dealt with by the Committee were governance issues such as the assessment on functioning of the Board and its Committees, the review of independence of the Directors, the review of the composition of the Board of Directors and of its Committees, the issue of training for Directors elected by employees, the oversight of designation of candidates for appointment by the Shareholders' Meeting of a Director representing shareholder employees and the succession plan for the Management Committee and the Executive Committee
It makes recommendations and proposals related to the various elements of the compensation of members of the Board of Directors. It sets the CEO’s targets each year, which will subsequently serve as a reference in determining the part of his compensation that is performance-based.
Chaired by Lorenz D’este, an independent Director, it includes:
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.