The Board of Directors pays very particular attention to the selection of its members. The Board’s composition must offer the best possible diversity and reflect, as much as possible, experiences in the various geographic regions where the Group operates, covering a range of technical and complementary skills and expertise, and include members fully familiar with the Group’s activities.
On this basis, the Appointments and Corporate Governance Committee submits its proposals to the Board for the selection, possibly with the assistance of an outside recruitment firm, of candidates contributing to the renewal of the Board’s composition, bearing in mind the following criteria in particular, while aiming to maintain a high proportion of independent members:
The Board of Directors and the Appointments and Corporate Governance Committee regularly evaluate the composition of the Board and its committees as well as the various skills and experiences each of their members bring to their positions. Approaches and guidelines are also identified in order to guarantee the best balance possible by aiming to ensure a complementary set of profiles from the perspective of international experience, skills and backgrounds.
As recommended by the Afep-Medef code, the Board regularly reviews its composition so as to ensure balance, particularly in terms of diversity (gender representation, age, nationalities, international profiles, expertise). The results of this policy are summarised in the table below:
| Diversity objective | Observations | At 31 December 2021 | At the close of the Shareholders’ General Meeting of 12 April 2022 (**) | ||
|---|---|---|---|---|---|
| Number of directors | 15 | 15 | |||
| At least 50% of directors deemed independent in accordance with Article 9.3 of the Afep-Medef code | The Directors representing employees and employee shareholders are not taken into account (see paragraph 3.3.2, pages 134 to 136) | 8/12(*) | 67% | 9/12(*) | 75% |
| Improved gender balance (number of women on the Board) | The two Directors representing employees are not taken into account | 7/13(*) | 54% | 7/13(*) | 54% |
| International reach (number of directors who are foreign nationals or have dual nationality) | 6/15(*) | 40% | 4/15(*) | 27% | |
| Directors representing: | |||||
| - employees | 2 | 2 | |||
| - employee shareholders | 1 | 1 | |||
(*) Number of directors taken into account.
(**) Subject to the approval of the appointments and renewals of terms of office of directors proposed at the Shareholders’ General Meeting of 12 April 2022.
The term of office of directors is four years. The Company’s Articles of Association provide that no one may be appointed or reappointed as a director after reaching the age of 75. In addition, no more than one-third of the directors in office at the close of the financial year for which shareholders are asked to approve the financial statements may be over 70.
The average age of directors in office was 62 at 31 December 2021, at which time three of them were over 70, including one over 75.
When new directors take office, they receive legal and financial information on the Company and its group of companies, which is frequently updated. They also take part in meetings with the Group’s main senior executives. In addition, to improve their knowledge of the Group, directors regularly receive presentations on Group companies or on cross-cutting policies during Board meetings, in particular with regard to corporate social responsibility, and take part in visits to the Group’s worksites and other business premises. Via a dedicated website, they are given access to all information necessary to perform their duties.
The Directors representing employees and the Director representing employee shareholders may dedicate a maximum of 15 hours to preparing for each meeting of the Board or of any Board committee of which they are members. They are entitled to receive appropriate training, in accordance with applicable legal provisions.
The following tables detail the appointments and other positions held by:
