Board of directors and committees
Our board of directors sets the business objectives and oversees their implementation. To this end, it calls on committees in charge of studying the questions submitted by the board or its chairman for examination and advice.
Role and composition of the board of 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 main issues addressed included a business review, the financial position and earnings (review of the annual, half-year and quarterly results; analysis of the results forecast), the company’s financial situation (debts, available cash, bond issues), renewal of the share buyback program, governance (changes in the composition of the board of directors and committees, evaluation of the organization and functioning of the board and committees), implementation of a long-term incentive plan, acquisition of the SUEZ brand and other strategic topics (including the purchase of a 10.85% stake in the Acea company in consideration of new SUEZ shares, the execution of an industrial cooperation master agreement with Caltagirone and the expansion of its partnership with NWS Holdings to cover all of the group’s businesses in China).
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.
Find all the work done by the board page 230 of the 2016 Reference Document.
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.
Under the guidance of Gérard Mestrallet, Chairman of the board of directors, it includes:
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 sectors in 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 he directors discussed the Group’s strategy and its operational implementation, and further reviewed developments concerning the deployment of company strategy (especially in the industry and agriculture sectors), the investment and divestment projects under consideration, and aspects of the transformation of the Group.
Activities of the committee in 2016
The main issues discussed by the committee were as follows: the review of the annual financial statements as of December 31st 2015, the half-year accounts as of June 30th 2016, the quarterly results and press releases relating thereof, 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 our 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 medium term plan (jointly with the strategic committee) 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 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 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 also 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:
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 31st 2015. Finally, the committee reviewed the actions of the company for the Climate “COP22” conference in Marrakesh, as well as the Group’s non-financial ratings.
Chaired by Anne Lauvergeon, an independent director, it includes:
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.
Chaired by Lorenz D’este, an independent Director, it includes: