In writing this report, the Chairman referred to the Middlenext corporate governance code. All Board members are aware of the vigilance points appearing in this code, which was updated in 2021.
The Rules of Procedure of the Board of Directors and of the conclave are available on the Group's website.
To date, conclave is the process used to designate a person able to immediately replace the chairman & CEO.
From the outset, towards the end of the 1960s, the five founders (G. Vincent, J. Borde, H. Fournier, M. de Sereys and G. Boreil) decided that their children would not have positions of responsibility within the company. The Group was founded in 1986 with a view to a listing on the Stock Exchange in 1987 on Lyon’s second market.
The main objectives going public were to:
✣ ensure the durability and development of the Group’s companies,
✣ facilitate the liquidity of the founders’ equity for the present and moving forward,
✣ satisfy and incentivize a large number of outside shareholders to allow a suitable degree of independence to the minority executive directors.
Today, according to Euronext, our float represents 65% of the Group’s capital. ExCom members own 5.9% of the Group’s capital. Excepting unusual circumstances, we expect that this share will continue to fall with the departure of the old guard and the arrival of younger CEOs.
Employees own 4.2% of the capital directly and via the Thermador Groupe FCPE (mutual fund), investors 48.6%, and individual shareholders 41.1%.
This distribution of capital and the rapid development of our professions encouraged us to change our Board of Directors in 2016 and 2017.
The Board members who arrived during the period under review have been chosen for their personalities (straightforward, not self-serving, committed) and for their knowledge of the distribution, e-commerce, social media, innovation catalysts and decision processes in institutional and individual investment fields. Their diversity of ages, origins and careers guarantee greater openness and protect us from the dangers of one-track thinking on the Board of Directors. Amongst the 12 Board members, 5 are women and 5 are independent.
Seats on the Board are distributed as follows:
✣ One Board member, Chairman and CEO of Thermador Groupe.
✣ A director and Deputy CEO of Thermador Groupe, potential successor to the chairman & CEO in the event of accident or sudden unavailability.
✣ Lead Director whose role is defined in the internal regulations.
✣ One Board member not free of interest, put forward by our biggest shareholder and representing institutional investors more generally.
✣ Two Board members not free of interest, operational managers of two of the Group’s trading subsidiaries.
✣ One board member (woman) not free of interests representing the employees.
✣ One board member not free of interests representing the employees.
✣ Two independent directors and one independent director.
✣ One independent Board member (woman) representing individual shareholders.
The Secretary of the Board is not a director. This position is held by the Deputy CEO in charge of Finance and Organisation and Deputy CEO of Thermador Groupe.
This balance will give all shareholders the assurance of permanent surveillance of orientations and strategic decisions proposed by the operational managers and the proper functioning of the Board of Directors.
The appointment of a Lead Director in 2023 will provide a simple and effective counterweight to the chairman & CEO. The Lead Director will steer the Board's self-assessment, participate in the drafting of agendas, be able to request that a Board meeting be called, and be free to discuss governance issues with shareholders.
So as to maintain permanent contact with the reality of business on the ground, Board members will be involved in the ‘Objectives, Strategies, Projects and Challenges’ day in February, during which the subsidiary CEOs outline their vision for the year ahead. Each month, they receive reports written by each subsidiary CEO and can question the management of the Group on their content. For the same reason, we organise direct meetings between Board members and members of the Executive Committee, concurrent with Board meetings.
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