Committees of the Board of Directors

The Board of Directors has four specialized Board committees: the Audit Committee, the Nomination and Compensation Committee, the Key Contract Committee and the CSR Committee.

Audit Committee

In particular, this Committee is tasked with (i) monitoring issues relating to the preparation and control of accounting and financial information, and (ii) the effectiveness of the risk monitoring and operational internal control system, in order to facilitate the Board's monitoring and verification duties in this area.

The Committee has four members:
- Éric BRUGUIÈRE (independent director) - Chairman
- Bpifrance Investissement (director)
- Jean-Marc LECHÊNE (independent director)
- Régis COMBALUZIER (director)

Appointments and remuneration Committee

In particular, this Committee is tasked with assisting the Board in the composition of the Group's management bodies, and in the determination and regular assessment of all remuneration and benefits paid to corporate officers and/or senior executives.

The Committee has three members:
- Myriam MAESTRONI (independent director) - Chairman
- Bpifrance Investissement (director)
- EDF Pulse Holding (director)

Key contract Committee

In particular, this Committee is tasked with reviewing sensitive commercial offers and contracts, especially in the event of a conflict of interest, at the request of Executive Management, the Chairman of the Board or any Board member.

The Committee has four members:
- Jean-Marc LECHÊNE (independent director) - Chairman
- Luc POYER (director and Chairman of the Board)
- Eric BRUGUIÈRE (independent director)
- Myriam MAESTRONI (independent director) 

 

CSR Committee

In particular, this Committee is tasked with (i) considering the CSR dimension of the major issues discussed by the Board (growth, restructuring, innovation, acquisitions, etc.), (ii) asking the Chairman of the Board to take CSR into account in the company's strategy in order to create value for the company and its stakeholders, (iii) question Executive Management on mandatory or voluntary CSR reporting, (iv) consult reports and, where appropriate, interview independent external experts who have expressed an opinion on the company's CSR performance (auditors, rating agencies, independent third-party organizations, etc.), (v) monitor CSR performance and its gradual ramp-up within the Group, (vi) encourage reflection on the use of CSR criteria in the calculation of the variable portion of executive compensation, and participate in its implementation, (vii) review and monitor the implementation of the CSR roadmap, and (viii) assist or make recommendations to any other Committee on any subject related to CSR issues.

The Committee has three members:
- Myriam MAESTRONI (independent director) - Chairman
- Chart International Holdings Inc. (director)
- Luc POYER (director and Chairman of the Board)