Board of Directors and Committees
Role and composition of the Board of Directors
Under the criteria of the AFEP-MEDEF code, 9 directors are qualified as independent by the Board, i.e. 82 % 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 2020
In 2020, the Board met 22 times (excluding the Directors’ strategy seminar mentioned below), with an attendance rate of 89.6% (90.8% in 2010).
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), the Group’s financing position (debts, available cash, bond issue), the renewal of the share buyback program, governance (change in the composition of the Board of Directors, including the appointment of a new Chairman, and of its Committees and evaluation of the organization and functioning of the Board and its Committees and the Directors’ individual contributions), and reviewing the anti-corruption and vigilance plan. The Board also dealt with the matters of executive compensation (compensation of the Chief Executive Officer and the long-term incentive plan) and employee shareholding (launch of an offer reserved for employees at the beginning of 2021). 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.
In addition, the Board’s activities in 2020 were particularly taken up by:
- monitoring the implementation of the Shaping SUEZ 2030 strategic plan, specifically the review of asset rotation transactions (disposal of certain Recycling and Recovery activities in Northern and Central Europe, acquisition of the equity interests of the Group’s partner in SUEZ NWS Ltd and Derun Environnement in Asia, etc.); and related communications;
- monitoring the Company’s situation in respect of the health crisis linked to the Covid-19 pandemic (crisis management, continuation of essential services, impact on Group employees, implementation
of support and solidarity measures, monitoring of operating and financial performance with a review of the Group’s forecasts in 2020 and related communications, Group cash management with various bond issues to secure the Group’s liquidity, etc.);
- monitoring and reviewing the situation related to Veolia’s planned takeover of the Company and assessing the alternative offers proposed.
Composition of the Board of Directors
Role and composition of the Committees
The Strategy Committee gives its opinion and submits a recommendation to the Board of Directors concerning:
- the strategic objectives set by the Board of Directors or proposed by the Chief Executive Officer; and
- all significant projects submitted to the Board of Directors involving internal and external growth, disposal, strategic agreements, alliances and partnerships.
Chaired by Miriem Bensalah-Chaqroun, independent Director, the committee comprises the following members:
The Audit and Financial Statements Committee assists the Board of Directors in ensuring the accuracy and fair presentation of SUEZ’s statutory and Consolidated Financial Statements and the quality of the internal control procedures and the information provided to shareholders and financial markets.
Chaired by Delphine Ernotte Cunci, independent Director, the committee comprises the following members:
The Appointment, Compensation and Governance 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, independent Director, the committee comprises the following members:
The CSR, Innovation, Ethics, Water and Sustainable Planet Committee ensures compliance with the individual and collective values on which the Group bases its actions and the rules of conduct that all staff members must follow.
Chaired by Anne Lauvergeon, independent Director, this committee comprises the following members: