Board of Directors and Committees
Role and composition of the Board of Directors
Under the criteria of the AFEP-MEDEF code, 7 directors are qualified as independent by the Board, i.e. 58% 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 2019
In 2019, the Board met nine times (excluding the Directors’ strategy seminar mentioned below), with an attendance rate of 90.8% (91.5% in 2018).
They mainly dealt with subjects such as safety and security results, business reviews, the financial position and results (review of the annual, half-year and quarterly results, and analysis of earnings forecasts), the Group’s financing position (debts, available cash, bond issue), the renewal of the share buyback program, governance (change of the composition of the Board of Directors its and Committees and evaluation of the organization and functioning of the Board, its Committees and the Directors’ individual contributions), and reviewing the anti-corruption and vigilance plan. The Board’s work in 2019 was also marked by monitoring preparations for the new “Shaping SUEZ 2030” strategic plan and related communications. In addition, the Board paid particular attention to topics related to compensation and especially reviewing the compensation policy of the new Chief Executive Officer, whose long-term compensation has been defined against objectives in the strategic plan.
The Board has also monitored the succession process for the Chairman of the Board of Directors whose term of office expired at the end of the Shareholders’ Meeting on May 12, 2020. It thus indicated that Philippe Varin is to be appointed Chairman at the end of said Shareholders’ Meeting, subject to his appointment as Director.
The Board also reappointed the Chief Executive Officer’s annual authorization to issue endorsements and guarantees, and approved guarantee projects. The Board has carried out the annual assessment to ensure that agreements relating to current operations and entered into on normal terms and conditions continue to meet these conditions. Lastly, it regularly reviewed the work of its various Committees.
The Directors also held a meeting without the Chief Executive Officer and Company management in attendance when reviewing the “Shaping SUEZ 2030” strategic plan.
Composition of the Board of Directors
Role and composition of the Committees
The Strategy Committee provides its opinion and submits recommendations to the Board of Directors on:
- the strategic objectives set by the Board of Directors or proposed by the Chief Executive Officer
- all significant projects submitted to the Board of Directors involving internal or external growth, disposal, strategic agreements, alliances and partnerships.
Chaired by Miriem Bensalah-Chaqroun, an independent Director, the Committee comprises the following members:
In 2019, the Strategy Committee met four times (including once jointly with the Audit and Financial Statements Committee), with an attendance rate of 76.5%.
The Committee looked closely at the different components of the “Shaping SUEZ 2030” strategic plan during its development. The plan was driven by Bertrand Camus, Chief Executive Officer since May 14, 2019 and it was introduced to the market on October 2, 2019. The Committee’s work also involved preparing for the Board of Directors’ strategy seminar.
All of the Directors met in November 2019 for a two- day strategy seminar during which the Directors had deeper discussions about several components of the “Shaping SUEZ 2030” project and how they will be rolled out operationally. As a result, they established a detailed report on the R&D, innovation and digital technology roadmap, on asset rotation and on performance as well as on organizational and transformational challenges related to the new strategy.
This Committee assists the Board of Directors in ensuring the accuracy and veracity of our corporate and consolidated financial statements, the quality of internal control procedures and information provided to shareholders and the market.
Chaired by Delphine Ernotte Cunci, an independent Director, the Committee comprises the following members:
The Audit and Financial Statements Committee met eight times in 2019 (including once with the Strategy Committee), with an attendance rate of 87.5%.
The main issues addressed by the Committee were as follows: the review of the annual financial statements as of December 31, 2018, the half- year financial statements as of June 30, 2019, quarterly results and related press releases, a review of the 2019 budget, the financing and debt situation, financial aspects of the “Shaping SUEZ 2030” strategic plan (including proposed changes in financial reporting under this plan) as well as monitoring dialog between the Company and shareholders and investors, especially after the “Shaping SUEZ 2030” strategic plan is announced.
In 2019, the Committee approved the fees paid to the Statutory Auditors. The Committee also gave its approval to the tasks assigned to the Statutory Auditors outside their audit responsibilities. The Committee spoke with the Statutory Auditors without Company Management in attendance.
The CSR, Innovation, Ethics, Water and Sustainable Planet Committee is responsible for ensuring compliance with:
- the individual and collective values on which SUEZ bases its actions;
- the rules of conduct of all employees.
Chaired by Anne Lauvergeon, an independent Director, the Committee comprises the following members:
In 2019, the Committee met five times, with an attendance rate of 80.8%.
The main topics addressed by the Committee were: the Health and Safety policy with the 2018 review and the draft action plan to be implemented in 2019, the Environmental and Industrial Risk Management policy, and the quality of the drinking water, the conformity of wastewater and air quality. The Committee reviewed the results and the action plan from the “Tell us” 2018 engagement survey and began working on defining SUEZ’s purpose, in line with the definition of the “Shaping SUEZ 2030” strategic plan.
The ethics policy and anti-corruption measures were also reviewed with the presentation of the 2018 Report on Ethics and the 2019 action plan. The Committee also reviewed the corruption risk mapping updated in 2019. The Committee reviewed the Group Vigilance Plan. Furthermore, the Committee examined the policy in terms of gender, salary equality, diversity and the 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, 2018. Finally, the Committee reviewed the non-financial ratings attributed to the Group.
This Committee makes recommendations and proposals related to the governance matters, which are within the Board’s review, as well as on the various elements of the compensation of corporate officers. Each year, it sets the objectives of the Chief Executive Officer, which will serve as a reference for determining any part of his performance-related compensation. It is also responsible for examining applications for membership of the Board of Directors and preparing the succession of corporate officers and members of the Executive Committee.
Chaired by Brigitte Taittinger-Jouyet, an independent Director, the Committee comprises the following members:
Two committees existed until May 14, 2019: an Appointments & Governance Committee, which met three times in 2019, and a Compensation Committee, which met four times in 2019. These two committees merged and became the Appointments, Compensation and Governance Committee, which met eight times in 2019. The overall attendance rate for these committees was 85.7%.
In 2019, the activity of the Appointments and Governance Committee and the Compensation Committee, then the Appointments, Compensation and Governance Committee, focused in particular on issues related to the succession of the Chief Executive Officer and Chairman.
The Chairman of the Board’s and the Chief Executive Officer’s compensation (for 2019) as well as annual variable compensation (for 2019 and 2020) and long - term compensation (for the period 2019 - 2021) for the Chief Executive Officer and Group senior executives were reviewed within the context of the succession and implementation of the new strategic plan. The Committee was also consulted on the new management structure proposed by the Chief Executive Officer as part of the “Shaping SUEZ 2030” strategic plan roll-out and paid close attention to the diversity policy applied to Group senior executives. The activity was marked by monitoring the succession process for the Chairman of the Board. As a result, the Committee met very regularly to define the process for selecting candidates for Chairman, then to complete the different steps of this process in order to make a recommendation to the Board of Directors. With the support of outside consultants, as part of the assessment mentioned above, the Committee began by collecting Directors’ opinions on the profile to look for. It then reviewed candidates who matched the profile defined. It hosted the candidates selected to assess and analyze them and their vision for the Group
Lastly, after having heard a diverse array of opinions on the candidates, and although the other candidates were excellent, the Committee formulated a recommendation to the Board that resulted in the unanimous appointment of Philippe Varin as Chairman effective as of May 12, 2020 (subject to his appointment as a Director by the Shareholders’ Meeting on May 12, 2020). Taking into account changes in the Board’s composition resulting from the departure of a certain number of Directors in 2019 and in 2020, the Committee also conducted a process to select new Directors in preparation for the Shareholders’ Meeting on May 14, 2019 (the process led to the appointment of Martha Crawford). At such times, the Committee reviews the composition of the various committees and sends the Board its recommendations on changes to their composition, as was done at the end of the Shareholders’ Meeting of May 14, 2019.
Lastly, the Committee worked on a new employee share issue which was rolled out during the 4th quarter of 2019.