Governance

The Executive Board has five members appointed by the Supervisory Board and manages the Company’s day-to-day operations. Jean-François Decaux and Jean-Charles Decaux alternate as Chairman of the Executive Board.

The Audit Committee

• Jean-François Ducrest, Chairman
• Jean-Sébastien Decaux, Member
• Bénédicte Hautefort, Member

Jean-François Ducrest and Bénédicte Hautefort are independent members of the Supervisory Board.

They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.

The main tasks of the Audit Committee are as follows :

• monitoring the process used to prepare financial information and, where appropriate, making recommendations to guarantee its integrity;
• monitoring the process used to prepare non-financial information and, where appropriate, making recommendations to guarantee its integrity. The Committee monitors and steers the deployment of the Group's CSR strategy and the relationship with the sustainability auditor(s). The Committee ensures that the company complies with current CSR regulations.
• monitor the effectiveness of the internal control and risk management systems, including non-financial risks, and, where appropriate, of the Internal Audit department, with regard to the procedures relating to the preparation and processing of accounting and financial information, without prejudice to its independence.
• to approve the provision, by the Statutory Auditors or their network, of services other than the certification of the accounts mentioned in Article L. 822-11-2 of the French Commercial Code, in accordance with the provisions of the Charter on the Services that may be entrusted to the Statutory Auditors and their networks.(v) to control the conditions under which the Statutory Auditors perform their duties.
• monitoring the performance by the Statutory Auditors of their engagement.
   

The Compensation and Nominating Committee

The Compensation and Nominating Committee presently has four members:

• Michel Bleitrach, Chairman
• Gérard Degonse, Member
• Jean-François Ducrest, Member
• Patrice Cat, Member

Michel Bleitrach and Jean-François Ducrest are independent members of the Supervisory Board.

They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.

The Committee's responsibilities consist principally of the following:

• Regarding compensation, it must make recommendations to the Supervisory Board relating to :
  • the remuneration and benefits of Executive Board members, ensuring that CSR criteria are included in their variable compensation.
  • the remuneration package and allocation of remuneration for Supervisory Board members.

• Regarding nominations, it must make recommendations to the Supervisory Board relating to:
  • membership of the Supervisory Board, taking into consideration, among other things, the composition and changes in our Company’s shareholder structure and the existence of potential conflicts of interest.
  • appointment of members to the Executive Board.
     

Ethics and ESG Committee

The Ethics and ESG Committee presently has three members:

• Michel Bleitrach, Chairman
• Jean-François Ducrest, Member
• Bénédicte Hautefort, Member

Michel Bleitrach, Jean-François Ducrest and Bénédicte Hautefort are independent members of the Supervisory Board.

They are appointed for a term that is equal in length to their term of office as members of the Supervisory Board. They may always be re-appointed.

The missions of the Ethics and ESG Committee are as follows:

• ensuring that the Group takes account of ethical and CSR issues and, in particular, that the International Charter of Fundamental Social Values and the Group Ethics Charter are properly deployed and applied;
• examining the Group's CSR strategy;
• reviewing the mapping of non-financial risks associated with the Group's activities;
• examining the Group's policies in the above-mentioned areas, the objectives set and the results obtained in this area;
• defining the key indicators needed to manage CSR policies;
• examine all of the non-financial information published by the Company and, in particular, the Non-Financial Performance Declaration drawn up under Article L225-102-1 of the French Commercial Code, the Vigilance Plan drawn up and published in accordance with the Law of 27 March 2017 on the duty of vigilance of parent companies and ordering companies and the Group's Corruption Prevention Plan provided for in Article 17 of the Law of 9 December 2016 on transparency, combating corruption and modernising economic life ;
• examine any situation potentially contrary to the Group's rules and procedures (in particular those set out in the Group's Ethics Charter and International Charter of Fundamental Social Values) that may be brought to its attention, in particular as a result of reports made via the Group's whistleblowing system or otherwise;
• examine and monitor the ratings obtained from extra-financial agencies;