The Supervisory Board

The Supervisory Board is composed of 12 members, including 6 members of the Wendel Family and 2 employee representatives. Terms are four years. 40%* of members are women i.e. in conformity with the 40% target recommended by the Afep-Medef Code and required by law. At 40%*, the percentage of independent members on the Board also exceeds the Afep-Medef Code requirement of 33.3%. Franca Bertagnin Benetton, William D. Torchiana, Fabienne Lecorvaisier and Gervais Pellissier are the four independent Board members.

 

* Percentage excluding members who are employee representatives.

Powers of
the Supervisory Board

The Supervisory Board exercises permanent oversight of the Executive Board’s management. 

Prior approval of the Supervisory Board is required, as specified in Article 15 of the Company’s by-laws, for:

  • any transaction carried out by the Company (or an intermediate holding company) of more than €100 million,
  • any decision binding the Company or its subsidiaries, i.e., any decision that, according to the interpretation of the Supervisory Board, involves a significant change to the Wendel Group’s strategy or image,
  • any proposal to shareholders to change the by-laws.

To fulfill its mission as effectively as possible, the Supervisory Board relies on two committees: the Audit Committee and the Governance Committee.

In 2010, the Supervisory Board adopted internal regulations that describe the rules by which it operates and sets forth the rights and responsibilities of its members.

Compliance issues
involving the Group’s governing
and supervisory bodies

A Market Confidentiality and Ethics Code applies to the members of the Executive and Supervisory Boards as well as to all employees of the Company. In its internal regulations, the Supervisory Board has strengthened the procedures aimed at preventing conflicts of interest.

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Nicolas ver Hulst
Chairman of the Supervisory Board
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Gervais Pellissier
Vice-Chairman of the Supervisory Board
Chairman of the Audit, Risks and Compliance Committee
Independent member

Lead member of the Board

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Franca Bertagnin Benetton
Independent member

Member of the Supervisory Board

mosaique-worday-147-beatrice-coste-wendel
Bénédicte Coste

Member of the Supervisory Board

MOSAIQUE_WORDAY_21_Fabienne_Lecorvaisier_WENDEL
Fabienne Lecorvaisier
Independent member

Member of the Supervisory Board

MOSAIQUE_WORDAY_13_WENDEL
Harper Mates
Managing Director

Member of Wendel’s Supervisory Board as employee representative

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François de Mitry

Member of the Supervisory Board

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Priscilla de Moustier

Member of the Supervisory Board

mosaique-worday-62-wendel
Sophie Tomasi

Member of Wendel’s Supervisory Board as employee representative

mosaique-worday-183-wendel
William D. Torchiana
Chairman of the Governance and Sustainability Committee
Independent member

Member of the Supervisory Board

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Thomas de Villeneuve

Member of the Supervisory Board

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Humbert de Wendel

Member of the Supervisory Board

MOSAIQUE_WORDAY_118_Nicolas-ver-Hulst_WENDEL
Nicolas ver Hulst
Chairman of the Supervisory Board

Nicolas ver Hulst is a engineering graduate of École Polytechnique and holds an MBA from INSEAD.

He began his career at the French department of Telecommunications before joining BNP.

From 1985 to 1995, he worked in various positions at CGIP, including as head of business development.

From 1989 to 2017, Nicolas ver Hulst held management positions at Alpha Associés Conseil, notably as CEO and Chairman. His term of office at Alpha Group ended in October 2017.

Key skills: 
Private equity
Finance
CEO

Appointments as of December 31, 2023:
Wendel Group
Director of Wendel-Participations SE

Other
Member of the Supervisory Board: Qovetia, MPM Advisors
Director: Septagon Sicav, Midas Wealth Management, Centre Pompidou Metz
Manager: Milkyway Capital Soparfi, Northstar SC, Orion SC

Chairman of Wendel’s Supervisory Board 
Date appointed to first term: May 18, 2017
Current term expires: Annual Meeting to be held in 2025

Number of Wendel shares held as of December 31, 2023: 906

Born on August 21, 1953
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

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Gervais Pellissier
Vice-Chairman of the Supervisory Board
Chairman of the Audit, Risks and Compliance Committee
Independent member

Lead member of the Board

Gervais Pellissier is a graduate of HEC, as well as the University of California Berkeley and the University of Cologne in Germany.

From 1983 to 2008, Gervais held various executive and Board positions within the Bull Group. From 2005 to 2023, he held various positions within the France Telecom Group, now Orange, including that of Deputy CEO from 2011 to 2021.

He holds two of France’s highest honors: Knight of the Legion of Honor and Officer of the National Order of Merit.

Key skills:
CFO
Experience in the field of digital and new technologies
Management

Appointments and positions as of December 31, 2023:
Founder and director of the Fondation des Amis de Médecins du Monde since 2014

Appointments expired in the last five years: 
Chairman: Orange Business Services, Orange Spain
Group Managing Director: Orange SA
Member of the Supervisory Board: Orange Polska SA
Director: Orange Horizons, Mobistar/Orange Belgique

Vice-Chairman of Wendel’s Supervisory Board
Chairman of the Audit, Risks and Compliance Committee​
Lead member of the Board
Independent member

Date appointed to first term: June 5, 2015
Current term expires: Annual Meeting to be held in 2027

Number of Wendel shares held as of December 31, 2023: 500

Born on May 14, 1959
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

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Franca Bertagnin Benetton
Independent member

Member of the Supervisory Board

Franca Bertagnin Benetton is a graduate of Boston University and holds an MBA from Harvard University (1996).

She started her career at Colgate Palmolive, before working at Bain & Co before joining the Benetton group in 1997.

Since 2003, Franca Bertagnin Benetton has managed a diversified portfolio of private and public investments. She is the CEO of her family office Evoluzione 2 and of BCapital.

Key skills:
Private equity
Family business
International experience

Mandates and functions on December 31, 2023:
CEO: Evoluzione 2 Srl, BCapital Srl
Member: European Advisory Board of Harvard Business School

Mandates expired in the last five years:
Director: Edizione Srl, Autogrill Spa, Benetton Srl, Telepass Spa, Fondazione Benetton, International Advisory Board of Boston University
CEO: Evoluzione Spa

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee

Independent member

Date appointed to first term: May 17, 2018
Current term expires: Annual Meeting to be held in 2026

Number of Wendel shares held as of December 31, 2023: 500

Born on 23rd October, 1968
Italian nationality

Business address:
Evoluzione 2 Srl
Piazza Rinaldi, 10
31100 Treviso
Italy

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Bénédicte Coste

Member of the Supervisory Board

Bénédicte Coste is a graduate of the École des hautes études commerciales (HEC) (with a major in finance) and holds a degree in law and a BTS in agricultural management from l’École supérieure d’agriculture d’Angers.

She began her career in 1980 in the finance division of Elf Aquitaine. She then moved into portfolio management, creating Financière Lamartine in 1990. From 2004 to 2007, Bénédicte Coste was also President of the French Savings and Retirement Association (Afer).

Key skills:
Finance
Strategy
CEO

Appointments and positions as of December 31, 2023:
Wendel Group:
Director of Wendel-Participations SE

Other:
Chairman and Chief Executive Officer: Financière Lamartine
Chairwoman: Association samarienne de défense contre les éoliennes industrielles, Fédération Stop Eoliennes Hauts de France
Manager: SCEA domaine de Tailly (farm), Groupement forestier de la Faude
Member: Association HEC (“Banking and Capital Management” group), Conseil Économique, Social et Environnemental de la région Hauts-de-France (Economic, Social and Environmental Council of the Hauts de France region)
Town councillor, Tailly l’Arbre à Mouches

Member of Wendel’s Supervisory Board
Member of the Gouvernance and Sustainability Committee

Date appointed to first term: May 28, 2013
Current term expires: Annual Meeting to be held in 2025

Number of Wendel shares held as of December 31, 2023: 1,060

Born on August 2, 1957
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

MOSAIQUE_WORDAY_21_Fabienne_Lecorvaisier_WENDEL
Fabienne Lecorvaisier
Independent member

Member of the Supervisory Board

Fabienne Lecorvaisier is a graduate of École Nationale des Ponts et Chaussées, with a degree in civil engineering.

After eight years in banking (Société Générale, Barclays, Banque du Louvre), Fabienne Lecorvaisier joined the Essilor group in September 1993, where she held the positions of Chief Financial Officer and then Chief Strategy and Acquisitions Officer.

In 2008, she joined the Air Liquide Group, where she held the positions of Chief Financial Officer and then Executive Vice-President in charge of Sustainable Development, Public and International Affairs, Social Programs and General Secretariat, until 2023.

Appointments as of December 31, 2023:
Director: Safran (listed company), Sanofi (listed company), Rexecode (Institut privé d’études économiques), Helen Keller Europe (non-profit association)

Appointments expired in the last five years:
Executive Vice-President: Air Liquide (listed company)
Executive Vice-President: Air Liquide International Corporation
Chairwoman: Air Liquide US LLC
Director: The Hydrogen Company, American Air Liquide Holdings Inc., Air Liquide Eastern Europe, Air Liquide International, Air Liquide Finance, ANSA (Association Nationale des
Sociétés par Actions)
Chairman and Chief Executive Officer: Air Liquide Finance

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee
Independant member

Date appointed to first term: June 15, 2023
Current term expires: Annual Meeting to be held in 2027

Number of Wendel shares held as of December 31, 2023: 500

Born on August 27, 1962
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

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Harper Mates
Managing Director

Member of Wendel’s Supervisory Board as employee representative

Harper holds an MBA from Harvard Business School and a BA from the University of Wisconsin-Madison.

She began her career at J.P. Morgan Chase as an analyst, then worked as an associate at Citi Private Equity. Prior to joining the Wendel New York office in 2015, Harper was a Vice-President at the private equity fund MidOcean Partners.

Harper Mates is currently a Managing Director and member of the Investment Committee and the Coordination Committee of Wendel.

Appointments and positions as of December 31, 2023:
Wendel Group:
Managing Director of Wendel
Director: Elevator Holdco Inc. (Crisis Prevention Institute), Avalon Parent Holdco, Inc. (ACAMS)

Member of Wendel’s Supervisory Board, employee representative​

Date appointed to first term: January 1, 2022
Current term expires: December 31, 2024

Number of Wendel shares held as of December 31, 2023: 2,243

Born on June 10, 1982
American nationality

Business address:
Wendel North America
101 Park Avenue, 46th Floor
New York, NY 10178
USA

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François de Mitry

Member of the Supervisory Board

François de Mitry holds a Master’s degree in Economics and a postgraduate diploma in Finance from Dauphine Paris University and the Institut d’études politiques in Paris.

He began his career with HSBC, before joining Société Générale in 1991. He then joined Intermediate Capital Group Plc (ICG) in 1997, becoming Managing Director in 2005. In 2012, he joined the investment fund Astorg, where he has been a managing partner since 2018.

Between 2004 and 2012, François de Mitry was a member of the Wendel Supervisory Board.

Key skills:
Investment
International experience
Experience as top management of a listed company

Other appointments as of December 31, 2023:
Wendel Group
Director of Wendel-Participations SE

Other
Manager: Astorg Asset Management, Astorg Group, Astorg Advisory Services, Astorg Advisory Services Growth Luxembourg, Astorg Advisory Services Growth UK Branch, Astorg Advisory Services Niederlassung Deutschland, AAM UK Branch, AAS UK Branch
Class A Manager: Astorg Advisory Services Mid-Cap, Saphilux GP
Member of the Supervisory Board: Saphilux, Loire UK Holdco Ltd, Solina Group Holding
Director: Axiom UK Midco Ltd, Axiom UK Topco Ltd, Axiom UK Nominee Ltd, A7 Invest Bidco Ltd, Cidron Healthcare IT 4 Ltd, TopNexus Ltd, Cronos Holdings Ltd
Director A: Greyhound Dutch Topco BV
Manager: Foreigner Topco S.à.r.l, Infinity Luxco

Appointments expired in the last five years:
Class A Manager: Hosta/Megadyne
Advisor: Megadyne Spa
Director: Audiotonix Group Ltd, Audio UK 2, Audio UK 3, A6 Audio Bidco Ltd, Tremolo Holdco Ltd, Tremolo Bidco Ltd, Tremolo Midco Ltd
Executive Director: Astorg Partners UK Branch
Chairman of the Board of Directors: French Park 1/Parkeon
Member of the Supervisory Board: Flowbird Holding 1

Member of the Supervisory Board
Member of the Audit, Risks and Compliance Committee

Date appointed to first term: June 29, 2021
Date current term ends: AGM to be held in 2025

Number of Wendel shares held as of December 31, 2023: 3,000

Born on January 27, 1966
Luxembourg nationality

Business address:
Astorg
3 St James Square
London SW1 Y4JU3
United Kingdom

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Priscilla de Moustier

Member of the Supervisory Board

Priscilla de Moustier holds an MBA from Insead, a Bachelor’s degree in mathematics and a Master’s degree in economics from the Paris University as well as the diploma of the Institut d’études politiques.

She began her career at Creusot-Loire-Entreprises, before then working as a consultant at McKinsey. Following this, she joined Berger-Levrault to work on the development of the Metz technology park.

Since 1997, Priscilla de Moustier has been the interface between Wendel and Insead within the Wendel International Center for Family Enterprise (formerly the Wendel Chair dedicated to family-owned businesses). She also represents Wendel-Participations in the Family Business Network.

Key skills: 
Family business
ESG
International experience

Appointments and positions as of December 31, 2023:
Wendel Group
Chairman and CEO of Wendel-Participatiosns SE

Other
Chairwoman: Supervisory Board of Oxus Holding, Fondation Acted
Vice-President: French chapter of the Family Business Network
Member of the Supervisory Board: F-451
Director: Acted, Marais de Larchant SA

Appointments expired in the last five years:
Director: American Library of Paris, FBN International

Member of the Supervisory Board
Member of the Governance and Sustainability Committee

Date appointed to first term: May 28, 2013
Current term expires: Annual Meeting to be held in 2025

Number of Wendel shares held as of December 31, 2023: 144,193

Born on May 15, 1952
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

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Sophie Tomasi

Member of Wendel’s Supervisory Board as employee representative

Sophie Tomasi holds postgraduate degrees in corporate and tax law from the University of Cergy Pontoise and the University of Montpellier.

She started her professional career with Wendel (CGIP at the time) in 2001 as a junior member of the tax team.

Sophie Tomasi has gradually taken charge of tax audits, the supervision of tax compliance and the tax coordination of certain M&A projects and deals.

Apointments as of December 31, 2023:
Wendel Deputy Tax Director

Member of Wendel’s Supervisory Board, employee representative​
Member of the Governance and Sustainability Committee​

Date appointed to first term by the Works Council: September 5, 2018
Current term expires: November 20, 2026

Number of Wendel shares held as of December 31, 2023: 3,612 shares and 8,465.6208 FCPE Wendel shares (equivalent to 1,233 Wendel shares at that date)

Born on April 19, 1978
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

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William D. Torchiana
Chairman of the Governance and Sustainability Committee
Independent member

Member of the Supervisory Board

William D. Torchiana holds a BA from Stanford University and a Juris Doctor from the University of Pennsylvania Law School.

He has spent his entire career with the law firm Sullivan & Cromwell LLP, which he joined as an associate in 1986 and where he has been a partner since 1995, in the Financial Institutions department. He was also Managing Partner of the Paris office from 2004 to 2018. He is a member of the New York and Paris bars.

Key skills:
Experience in the US
International executive management
Law, governance and compliance

Appointments as of December 31, 2023:
Director and member of the Executive Committee of the American Hospital of Paris
Member: Insurance Policy Advisory Committee (IPAC) of the United States Federal Reserve
Chairman of the Board: the American Library of Paris Foundation
Member of the Executive Committee of the Fondation pour le rayonnement de l’Opéra national de Paris

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee​
Member of the Governance and Sustainability Committee
Independent member

Date appointed to first term: June 16, 2022
Current term expires: Annual Meeting to be held in 2026

Number of Wendel shares held as of December 31, 2023: 2,000

Born on September 19, 1958
American nationality

Business address:
Sullivan & Cromwell
51 rue de la Boétie
75008 Paris
France

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Thomas de Villeneuve

Member of the Supervisory Board

Thomas de Villeneuve is a graduate of École des hautes études commerciales (HEC).

He began his career in 1994 as a consultant for The Boston Consulting Group. He then joined the private equity firm Apax Partners, now Seven2, where he is currently Managing Director responsible for investments in the Tech & Telecom sector.

In the course of his career he has been a member of a number of company Boards, in particular Altran Technologies.

Key skills:
Private equity and investment
Experience in the telecoms, media and technology sectors
International experience

Appointments as of December 31, 2023:
Wendel Group
Director of Wendel-Participations SE

Other
Director: Seven2 SAS, Clarisse SA, We2Go, Destilink BV, Efficy SA
Managing Director: Société Civile Hermine, SCI La Valentine
Member of the Supervisory Board: Oditop SAS, Ristretto Topco BV
Supervisory Board member: Grailink SAS
Chairman (Seven2 representative): Apax Avenir SAS, Graifin SAS

Appointments expired in the last five years:
Chairman and board member A: STAK ShadesofGreen Capital, ShadesofGreen Capital, ShadesofGreen Capital BV
Permanent representative: Destilink Finco BV
Director: Altran Technologies (listed company), Comitium SAS, Comitium HoldCo SAS
Chairman and non-Executive Board member: Experlink Holding BV
Director: Stichting Administratiekantoor KB, MelitaLink Limited, Knight Advisors Limited, Knight Management Limited
Sole Director: Destilink BV
Chairman: Grailink SAS, OpenIPLink SAS

Member of Wendel’s Supervisory Board
Member of the Governance and Sustainability Committee

Date appointed to first term: July 2, 2020
Current term expires: Annual Meeting to be held in 2024 (renewal proposed)

Number of Wendel shares held as of December 31, 2023: 500

Born on May 19, 1972
French nationality

Business address:
Seven2
1 rue Paul Cézanne
75008 Paris
France

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Humbert de Wendel

Member of the Supervisory Board

Humbert de Wendel is a graduate of the Institut d’études politiques de Paris and ESSEC.

Humbert de Wendel has spent his entire career with the Total Group, which he joined in 1982, working mainly in the Finance department. He also spent several years in London at the finance division of one of Total’s joint ventures.

Director of acquisitions and divestments and in charge of the group’s corporate business development from 2006 to 2011, he was Director of Financing and Cash Management and Treasurer of the group until 2016.

Key skills: 
CFO
Experience in the industrial sector
Finance

Appointments and positions as of December 31, 2023:
Wendel Group
Director of Wendel-Participations SE

Other
Manager: OGQ-Bis SÀRL

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee

Date appointed to first term: May 30, 2011
Current term expires: Annual Meeting to be held in 2027

Number of Wendel shares held as of December 31, 2023: 225,064

Born on April 20, 1956
French nationality

Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France

The Supervisory Board’s committees

To fulfill its mission as effectively as possible, the Supervisory Board relies on two committees: the Audit, Risks and Compliance Committee and the Governance and Sustainability Committee.

The Audit, Risks and Compliance Committee

Wendel’s Audit, Risks and Compliance Committee is principally responsible for monitoring:

  • the process for preparing financial and extra-financial information;
  • the effectiveness of internal control and risk management systems;
  • the audit of parent company and consolidated financial statements by the Statutory Auditors; and
  • the independence of the Statutory Auditors.

Its tasks are detailed in the Internal rules of the Supervisory Board.

The Audit, Risks and Compliance Committee has six members:

Gervais Pellissier (Chairman of the Committee, Vice-Chairman and lead member of the Supervisory Board, independent member)
Franca Bertagnin Benetton (independent member)
François de Mitry
Fabienne Lecorvaisier (independent member)
William D. Torchiana (independent member)
Humbert de Wendel
Secretary of the Audit, Risks and Compliance Committee: Étienne Grobon, Director of Internal Audit

The Governance and Sustainability Committee

The Governance and Sustainability Committee ensures the functions of an appointment committee and a compensation committee, and tasks related to ESG strategy. The tasks of the Governance and Sustainability are in particular to:

  • propose new members of the Executive Board or the renewal of the Executive Board,
  • draw up succession plans for the Supervisory Board and Executive Board,
  • propose the compensation of the Executive Board members and the allocation of compensation among Supervisory Board members,
  • examine the commitments and orientations of Wendel’s ESG policy, oversee its implementation and more generally ensure ESG issues are taken into account in the Wendel’s strategy and its implementation.

Its tasks are detailed in the Internal rules of the Supervisory Board.

The Governance and Sustainability Committee has six members:

William D. Torchiana (Chairman of the Committee and independent member)
Bénédicte Coste
Priscilla de Moustier
Gervais Pellissier (Vice-Chairman and lead member of the Supervisory Board, Chairman of the Audit, Risks and Compliance Committee, independent member)
Sophie Tomasi Parise (member representing employees)
Thomas de Villeneuve 
Secretary of the Governance and Sustainability Committee: Caroline Bertin Delacour, General Secretary 

Useful links