Supervisory Board


2019 General Meeting (Paris, France).

The Supervisory Board is appointed by the shareholders. Its main duties are:

  • ensuring the ongoing supervision of the Company; and
  • verifying that the Company has the resources to assess and monitor its risk exposure, and more generally to guard against risks to the extent possible.

To fulfil its duties, the Supervisory Board meets regularly (in 2019, it held four meetings) to review the financial position and operations of the Company and its subsidiaries, the annual and interim financial statements and the broad outlook for each of the business activities. The Board is also informed of the work undertaken by its committees.

An independent board with a staggered and flexible appointment process

All Board members are independent. Approximately one-quarter of Board members are replaced or re-appointed each year, for a maximum term of four years.

A COMPETENT SUPERVISORY BOARD WITH COMBINED EXPERTISE ENCOMPASSING THE GROUP’S MAIN BUSINESSES 

The Supervisory Board has always been committed to ensuring that its members are chosen first and foremost based on their expertise and experience (managerial, financial, strategic and legal) as well as their professional ethics, so as to be able to respond appropriately and comprehensively in the performance of its supervisory duties.
Consequently, the Board comprises members with varied and complementary professional backgrounds and expertise (see chart on page 15), enabling them to discharge their duties while complying with best corporate governance practices (independence, diversity, etc.). Its Chairman is Patrick Valroff, who is an independent member.

Members of the supervisory board

  1. Patrick Valroff – Chairman
  2. Nathalie Andrieux1
  3. Jamal Benomar
  4. Martine Chêne
  5. Yves Guillemot
  6. Soumia Malinbaum
  7. Hélène Molinari1
  8. Guillaume Pepy
  9. Gilles Petit
  10. Nicolas Sarkozy
  11. Aline Sylla-Walbaum
  12. Susan M. Tolson

1 The terms of office of Nathalie Andrieux and Hélène Molinari will not be renewed at the General Meeting on 5 May 2020.


2019 General Meeting (Paris, France).

STANDING COMMITTEES TO HELP PREPARE AND ORGANISE THE BOARD’S WORK

Three committees have been set up to prepare and organise the Board’s work:

Audit Committee

The Audit Committee carries out preparatory work for Board meetings, particularly reviewing the financial statements and verifying the reliability and understandability of the information provided to shareholders and to the markets, as well as monitoring the effectiveness of the internal control systems and risk management procedures.
All of the Audit Committee members have expertise in finance or accounting, and are independent members. The Audit Committee has four members and is chaired by Patrick Valroff. Its operation complies with the applicable standards and regulations. Most Audit Committee meetings take place a few days in advance of Supervisory Board meetings, to ensure that they are efficiently prepared.

Appointments, Remuneration and CS R Committee

The Appointments, Remuneration and CSR Committee also carries out preparatory work for the Board, but on matters dealing with its membership – including identifying and selecting Board candidates – remuneration, governance and sustainable development/CSR.
Under its oversight, the Appointments, Remuneration and CSR Committee is supported by an independent recruitment firm to identify and select candidates for appointment to the Supervisory Board, as well as by an external consultant to conduct formal assessments of the Board every three years. This external assessment was carried out in 2019.
It comprises four members, all of whom are independent, and is chaired by Gilles Petit.

Strategy Committee

The Supervisory Board decided on 27 February 2020 to create a Strategy Committee in order to prepare and clarify its work relating to ex-post checks of business conduct.
It comprises four members, all of whom are independent, and is chaired by Guillaume Pepy.

Compliance with the afep-medef corporate governance code 

Lagardère SCA’s Supervisory Board is committed to meeting French corporate governance best practices in the form of the recommendations of the Afep-Medef Corporate Governance Code, which the Company has decided to adopt.
This is illustrated by:

  • the Supervisory Board’s pronounced independence;
  • the existence of Board committees to efficiently prepare its work;
  • the annual self-assessment of the Board, and an external assessment every three years;
  • the maximum term of office of four years;
  • remuneration of Board members based onattendance at meetings; and
  • at least one Board meeting each year that is not attended by the Managing Partners.

Supervisory board key figures1

  • 100% Percentage of independent members on the Board
  • 98% Average attendance rate at Board meetings
  • 50% Percentage of women on the Board

1Data for fiscal year 2019.

International experience

  • Jamal Benomar
    Special Adviser to the UN Secretary-General – Under-Secretary-General

Senior executive experience or financial expertise

  • Patrick Valroff
    Chairman of the Supervisory Board
    Former Chief Executive Officer of Crédit Agricole CIB

International experience / senior executive experience or financial expertise / business * and other expertise **

  • Yves Guillemot
    President and Chief Executive Officer and co-founder, Ubisoft
  • Guillaume Pepy
    Former Chairman of the Management Board, SNCF
  • Gilles Petit
    Former Managing Director of Carrefour, and CEO of the Elior and Maisons du Monde groups
  • Nicolas Sarkozy
    Sixth President of the Fifth French Republic
  • Aline Sylla-Walbaum
    International Managing Director (Luxury), Christie’s
  • Susan M. Tolson
    Former Senior Vice-President, Capital Group

Senior executive experience or financial expertise / business * and other expertise **

  • Nathalie Andrieux
    Chief Executive Officer, Geolid
    Former Deputy Chief Executive Officer – Digital, La Poste group
    Former member of the French Digital Council
  • Hélène Molinari
    Former Chief Operating Officer, Medef
    Member of the Strategy Committee, Be-Bound

Business * and other expertise **

  • Martine Chêne
    Former CFDT union representative on the Group Employees' Committee
  • Soumia Malinbaum
    Deputy Chief Executive Officer, Keyrus

* Media/Distribution/Innovation/New technologies/Travel Retail.
** Legal/Governance/Social relations/Diversity.