Board of directors
Chairman and Chief Executive Officer
Yves-Thibault de Silguy, Vice-Chairman of the Board of Directors, VINCI
Yannick Assouad, Executive Vice-President, Avionics, Thales, Lead Director of the Board of Directors
Benoit Bazin, Chief Operating Officer of Saint-Gobain
Robert Castaigne, Former Chief Financial Officer and former member of the Executive Committee, Total
Uwe Chlebos, Director representing employees; insulation installer, G+H Isolierung GmbH
Graziella Gavezotti, Director, Edenred SA
Caroline Grégoire Sainte Marie, Supervisory or supervisory board member in several companies
Miloud Hakimi, Director representing employees; project manager, ViE SAS
Marie-Christine Lombard, Chairwoman of the Executive Board, Geodis SA
René Medori, Non-executive Chairman, Petrofac Ltd
Dominique Muller Joly-Pottuz, Member of the Supervisory Board of FCPE Castor, Head of Insurance, VINCI Construction France
Ana Paula Pessoa, Chairwoman and Chief Strategy Officer, Kunumi AI (Brazil)
Pascale Sourisse, Senior Executive Vice-President, International Development, Thales
Qatar Holding LLC, Company registered under Qatari law, represented by Abdullah Hamad Al Attiyah, CEO of Qatari Diar
|Mr Xavier Huillard||66||16||French||2006||SGM 2022|
|Mr Yves-Thibault de Silguy||72||22||French||2000||SGM 2022|
|Mrs Yannick Assouad||60||9||French||X||2013||SGM 2025|
|Mr Benoit Bazin||52||2||French||X||2020||SGM 2024|
|Mr Robert Castaigne||74||15||French||2007||SGM 2023|
|Mr Uwe Chlebos||62||8||German||2014||2022|
|Mrs Graziella Gavezotti||69||9||Italien||X||2013||SGM 2025|
|Mrs Caroline Grégoire Sainte Marie||63||3||French||X||2019||SGM 2023|
|Mr Miloud Hakimi||62||8||French and Algerian||2014||2022|
|Mrs Marie-Christine Lombard||62||8||French||X||2014||SGM 2022|
|Mr René Medori||63||4||French and British||X||2018||SGM 2022|
|Mrs Dominique Muller Joly-Pottuz||58||3||French||2019||SGM 2023|
|Mrs Ana Paula Pessoa||53||7||Brazilian||X||2015||SGM 2023|
|Mrs Pascale Sourisse||58||15||French||2007||SGM 2023|
|Mr Qatar Holding LLC||36||7||Qatari||X||2015||SGM 2022|
The key features of the Board’s composition at 31 December 2020 are summarised below(*):
(*) In accordance with the provisions of the Afep-Medef code and the French Commercial Code.
||INDUSTRY SECTOR EXPERTISE|
|Nom||Executive manage- ment||Financial manage- ment||Technical or functional management||Public administration||Construction, property development||Aerospace and aviation||Telecoms, energy||Transport||Digital||Manufac- turing, services|
|Yves-Thibault de Silguy||X||X|
|Caroline Grégoire Sainte Marie||X||X|
|Dominique Muller Joly-Pottuz||X||X|
|Ana Paula Pessoa||X||X||X|
|Qatar Holding LLC - Abdulah Hamad Al-Attiyah||X||X||X||X|
In 2020, the Board held 12 meetings (seven ordinary meetings and five extraordinary meetings). Ordinary meetings of the Board are scheduled over a year in advance, whereas extraordinary meetings are often convened at very short notice, which can sometimes prove difficult to reconcile with the professional constraints of certain Directors. Nevertheless, it is worth noting that extraordinary meetings of the Board are usually called to examine proposed acquisitions or major long-term contracts which, prior to being submitted to a formal Board meeting, have been the focus of one or more review sessions held by the Strategy and CSR Committee, thus allowing Directors to learn about these opportunities, express an opinion and give voting instructions to the Director they have appointed as proxy to vote on their behalf at a formal Board meeting. All Directors are invited to take part in the meetings of the Strategy and CSR Committee and receive the related documentation, which may also be viewed using a tablet or computer via the application set up for this purpose by the Board. In 2020, Board meetings were held in person and using video and audio conferencing methods due to the Covid-19 health crisis.
The table below provides details on individual attendance rates for all Directors at Board meetings as well as the meetings of its committees.
|Strategy and CSR
|Number of meetings in 2020||12||7||5||5||3||4|
|Yves-Thibault de Silguy||12/12||7/7||C||5/5||M||4/4|
|Caroline Grégoire Sainte Marie||12/12||7/7||M(*)||2/2||M(**)||2/2|
|Dominique Muller Joly-Pottuz||12/12||7/7||M||5/5|
|Ana Paula Pessoa||12/12||7/7||M||5/5|
|Abdulah Hamad Al-Attiyah|
of Qatar Holding LLC)
|Director whose term of office|
ended in 2020
C: Chairman; M: Member.
(*) From 18 June 2020.
(**) Until 18 June 2020.
At the 2020 Shareholders’ General Meeting, the shareholders voted to appoint Benoit Bazin as Director, replacing Jean-Pierre Lamoure, whose term of office was to end at the close of this same meeting.
At the Shareholders’ General Meeting of 8 April 2021, resolutions will be put to the vote to renew the terms of office of Yannick Assouad and Graziella Gavezotti as Directors. It is also worth noting that the term of office of Michael Pragnell as Director will end at the close of this same meeting.
The table below highlights the changes in the Board’s composition having occurred in 2020 and those that will occur in coming years:
1 January 2020
|Renewal of term of|
office / Appointment
at the 2020
|Term of office ends|
|2022 SGM||2023 SGM||2024 SGM|
|Yves-Thibault de Silguy||X||X||X|
|Caroline Grégoire Sainte Marie||X||X||X|
|Dominique Muller Joly-Pottuz||X||X||X|
|Ana Paula Pessoa||X||X||X|
|Qatar Holding LLC||X||X||X|
|Abdulah Hamad Al-Attiyah|
de Qatar Holding LLC)
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: - professional experience;
- knowledge of the Group or its industry sectors;
- skills, particularly in management, acquired within large international companies, whether based in France or abroad;
- financial and accounting expertise;
- skills in the areas of CSR, R&D and digital transformation;
- sufficient availability.
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 2020||At the close of the|
Meeting of 8 April 2021
|Number of Directors||16||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, page 146)
|Improved gender balance|
(number of women on the Board)
|The two Directors representing employees|
are not taken into account
(number of Directors who are foreign
nationals or have dual nationality)
• employee shareholders
(*)Number of Directors taken into account.
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 2020, at which time three of them were over 70 and none of them were 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 principal 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.