Corporate Governance : Tasks

 The Supervisory Board

The Supervisory Board exercises permanent oversight of the Executive Board’s management of the Company. As of December 31, 2011, the Company’s Supervisory Board had 11 members serving four-year terms. Two Works Council representatives also attend board meetings in a consultative role. In 2010, the Group’s Supervisory Board adopted internal regulations that describe the rules by which it operates and sets forth the rights and responsibilities of its members. Shareholders will be asked to renew the appointments of François de Mitry and François de Wendel at the Annual Meeting of June 4, 2012. Jean-Marc Janodet (7) is not seeking re-election to his position. He will not be replaced in 2012. The appointment of a new member may be proposed at the Annual Meeting in 2013.

The Supervisory Board is composed of 9 members (March 28, 2013):

  * In parentheses: year in which term ends.

Secretary of the Supervisory Board: Caroline Bertin Delacour

 

The Supervisory Board committees

To fulfill its mission as effectively as possible, the SupervisoryBoard relies on two committees: the Audit Committee and the Governance Committee. Each member of the Supervisory Board is a member of a committee.


The Audit Committee

The Wendel Audit Committee audits the financial reporting process, ensures that internal control and risk management are effective and monitors the proper application of the accounting methods used in drawing up parent company and consolidated accounts. It verifies the independence of the Statutory Auditors. It mandates an independent auditor to appraise net asset value on a regular basis.
The Audit Committee has five members:

Guylaine Saucier
(Chairman)
Nicolas Celier
Édouard de l’Espée
Gérard Buffière
Humbert de Wendel

Secretary of the Audit Committee:
Caroline Bertin Delacour

The Governance Committee

Among the tasks of Wendel’s Governance Committee are to propose or recommend procedures for compensating Executive Board members and to express a view on any issue pertaining to Company governance or the operation of its statutory bodies and, at the Board’s request, to address any ethical issues.
The Governance Committee, which includes the functions of a Compensation Committee and an Appointments Committee, has five members:

Didier Cherpitel
(Chairman)
Dominique Hériard-Dubreuil
François de Wendel

Secretary of the Governance Committee:
Caroline Bertin Delacour

 

The Executive Board

The Supervisory Board appoints members of the Executive Board to four-year terms on the recommendation of its Chairman.
The terms are renewable. The upper age limit for Executive Board members is 65.

The Executive Board has two members:


 

1. Frédéric Lemoine, Chairman since April 7, 2009
2. Bernard Gautier, member since May 31, 2005 appointment renewed on April 7, 2009

Secretary of the Executive Board:
Bruno Fritsch (Investment Manager)

The terms of the Executive Board members expire on April 7, 2013