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 director representing employee shareholders. 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 2016
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.
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 2016, the Strategy Committee met six times (once jointly with the Audit and Financial Statements Committee), with an attendance rate of 69.6%.
The main topics discussed by the Committee dealt with the medium-term plan (reviewed jointly with the Audit and Financial Statements Committee), the purchase of an additional stake in Acea, the execution of an industrial cooperation master agreement with Caltagirone, the follow-up on asset rotation, SUEZ’s activities in North America and their development perspectives, and development Report of the Chairman of the Board of Directors prepared in accordance with Article L. 225‑37 of the French Commercial Code
perspectives in agriculture and agri-food sectorsin preparation of the strategic seminar of the Board of Directors.
All of the Directors met in November 2016 for a one day-long strategic seminar during which the Directors discussed the Group’s strategy and its operational implementation, and further reviewed developments concerning the deployment of Group strategy (especially in the industry and agriculture sectors), the investment and divestment projects under consideration, and aspects of the transformation of the Group.
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 2016
The Audit and Financial Statements Committee met six times in 2016 (including a joint meeting with the Strategy Committee), with an attendance rate of 90%.
The Committee’s files are sent to Committee members before the Committee meeting, to give them enough time to review the documents concerned. The Committee has regular discussions with managers of the Company who are responsible for matters within the Committee’s scope of authority. Chief Financial Officer, General Secretary, Director of Internal Audit, Director of Risk and Investment, Group General Counsel, Director of Accounting, Consolidation, Tax and Internal Control, Director of Treasury and Capital Markets, Director of Corporate Planning and Finance.The Statutory Auditors, barring exceptional circumstances, take part in all Audit and Financial Statements Committee meetings.
The main issues discussed by the Committee were as follows: the review of the annual financial statements as of December 31, 2015, the half-year accounts as of June 30, 2016, the quarterly results and press releases relating thereto, the financing and debt situation, follow-up on asset rotation, analysis of the transaction to acquire the SUEZ brand and the complementary stake in Acea.
The Statutory Auditors presented the essential elements of the Company’s results and the main decisions taken to the Committee.
In addition, the Committee was asked to discuss earnings forecasts and updates, cash flow projections, the mediumterm plan (jointly with the Strategic Committee) and the management’s outlook reports. An overview of the off-balancesheet 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 2016 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 2017.
The Committee analyzed 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 took stock of 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 2016, as well as the insurance policy.
In 2016, 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. Furthermore, at its request, the Committee may meet with the Statutory Auditors without Company 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 2016, the Committee met three times, with an attendance rate of 100%.
The main topics discussed by the Committee were the health and safety policy with the 2015 review and the draft action plan to be implemented in 2016, the environmental and industrial risk management policy, drinking water quality and the conformity of discharge water, and the 2015 statement of sustainable development indicators, the materiality analysis conducted on these matters and the Group’s first integrated report.
The ethics policy was also reviewed with the presentation of the Ethics Officer’s 2015 report and the 2016 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 Report as of December 31, 2015. Finally, the Committee reviewed the actions of the Group for the Climate “COP22” conference in Marrakesh, as well as the Group’s non-financial ratings.
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 2016, the Appointments and Governance Committee met five times with an attendance rate of 89.5%.
The main subjects addressed by the Committee were related to governance, such as the evaluation by an external consultant of the functioning of the Board and Committees, review of independence of Directors, review of the composition of the Board of Directors (including following up on the process of appointing a candidate for the mandate of Director representing employee shareholders) and the Committees, succession plans, the review of Code of Conduct for managing inside information, and transactions on shares of managers and the analysis of regulatory evolution and amendments to the AFEP-MEDEF Code.
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:
In 2016, the Committee met four times, with an attendance rate of 85%.
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 variable incentive plan. Finally, it studied the statutory changes affecting the Shareholders’ Meeting vote on senior manager compensation (Say on Pay), as well as amendments made to the AFEP-MEDEF Code in regards to compensation.