The Board meets as often as the interests of the Group require. In 2018, the Board met seven times (excluding the Directors’ strategy seminar mentioned below), with an attendance rate of 91.5% (90% in 2017).
They mainly dealt with subjects such as business reviews, the financial position and results (review of the annual, half- year and quarterly results, and analysis of earnings forecasts), he 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 and Committees and evaluation of the organization and functioning of the Board and Committees), monitoring the integration of GE Water and reviewing the vigilance plan. The Board has also monitored the succession process for the Chairman of the Board of Directors and the Chief Executive Officer whose terms of office are expireding at the end of the Shareholders’ Meeting on May 14, 2019. It thus appointed Jean- Louis Chaussade and Bertrand Camus respectively Chairman and Chief Executive Officer with effect from the end of the said General Meeting.
The Board also renewed the Chief Executive Officer’s annual authorization to issue endorsements and guarantees, and approved guarantee projects of amounts greater than the Chief Executive Officer’s authorization threshold. Lastly, it regularly reviewed the work of its various Committees.
Four Committees support the Board of Directors in its decisions: the Audit and Financial Statements Committee, the Appointments, Compensation and Governance Committee, the Strategy Committee and the CSR, Innovation, Ethics, Water and Sustainable Planet Committee.
In accordance with the Internal Regulations, each Committee is chaired by an independent director.
Our Strategy Committee provides its opinion and submits recommendations to the Board of Directors on:
Chaired by Miriem Bensalah-Chaqroun, an independent Director, it includes:
In 2018, the Strategy Committee met twice (as well as once jointly with the Audit and Financial Statements Committee), with an attendance rate of 86%.
The main issues addressed by the Committee related to the 2019-2022 medium-term plan (reviewed jointly with the Audit and Financial Statements Committee), the consolidation of GE Water’s activities into the Group after its acquisition, change in the asset portfolio, and preparation of the Board of Directors’ strategy seminar.
All of the Directors met in November 2018 for a two- 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 the Group strategy, the main areas for development (especially in the fields of industry and agriculture, as well as digital and innovation), investment and divestment projects under consideration, and aspects of the Group’s transformation.
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 Delphine Ernotte Cunci, an independent Director, it includes:
The Audit and Financial Statements Committee met six times in 2018 (as well as one joint meeting with the Strategy Committee), with an attendance rate of 93%.
The main issues addressed by the Committee were as follows: the review of the annual financial statements as of December 31, 2017, the half- year accounts as of June 30, 2018, the quarterly results and press releases relating thereto, a review of the 2018 budget, the financing and debt situation, the financing and accounting impacts of the acquisition of GE Water (particularly the allocation of the purchase price), risk mapping and monitoring of action plans, and monitoring of internal audit and internal control plans.
In 2018, 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 and reviewed, at the end of 2018, the list of services authorized by type for 2019. Furthermore, at its request, the Committee may meet with the Statutory Auditors without Company management being present.
A "CSR, Innovation, Ethics, Water and Sustainable Planet" Committee has been set up to replace the Ethics and Sustainable Development Committee as of May 14, 2019.
The CSR, Innovation, Ethics, Water and Sustainable Planet Committee is responsible for ensuring compliance with:
Chaired by Anne Lauvergeon, an independent Director, it includes:
In 2018, the Committee met three times, with an attendance rate of 100%.
The main topics addressed by the Committee were: the health and safety assessment and action plan, the assessment of sustainable development indicators and the 2017-2020 roadmap, environmental and industrial risk management, drinking water quality and wastewater compliance, ethical policy, corruption risk mapping, professional and wage equality and diversity policy, the declaration of extra-financial performance and the extra-financial ratings assigned to the Group.
The Board of Directors has decided that the Appointments and Governance Committee and the Compensation Committee will be merged into a single Appointments, Compensation and Governance Committee as of May 14, 2019.
This Committee makes recommendations and proposals related to the governance matters, which are within the Board’s purview, 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 Guillaume Pepy, an independent Director, it includes:
In 2018, the Committee met seventeen times, with an attendance rate of 94%.
In 2018, the Committee’s activity was particularly marked by monitoring the succession process for the Chief Executive Officer and Chairman of the Board. As a result, the Committee met very regularly to define the process for selecting candidates for Chief Executive Officer, then complete the different steps of this process in order to make a recommendation to the Board of Directors. Consequently, the Committee began by soliciting the help of an external consultant and receiving both internal and external applications. It then saw selected candidates with other available Directors in attendance, including the Chairman of the Board of Directors, to assess the candidates and analyze their vision for the Group in particular. 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 Bertrand Camus as Chief Executive Officer effective as of May 14, 2019. Regarding the term of office of the Chairman of the Board of Directors, in 2018, the Board launched an internal call for applicants which resulted in the appointment of Jean-Louis Chaussade in 2019.
Other topics handled by the Committee related to governance, assessment of the Board’s and its Committees’ functioning, a review of the independence of Directors and a review of the composition of the Board of Directors and the Committees.
As for the Compensation Committee, it met three times in 2018, with an attendance rate of 100%.
The Committee reviewed the compensation policy of the Chief Executive Officer and the Chairman of the Board, the variable compensation of the CEO and the compensation of the Management Committee’s members and the amounts and distribution of directors’ fees, as it does yearly. The Committee examined the long-term compensation plan, as well as the integration of GE Water in the Group’s compensation mechanisms. It also took stock of the Group’s employee shareholding program. Lastly, the Committee reviewed the 2019 compensation policy for Corporate Officers within the context of the succession of the Chairman and Chief Executive Officer so as to be in a position to make the necessary recommendations to the Board and submit these compensation policies for vote at the Shareholders’ Meeting on May 14, 2019.
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