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 accounting, financial and sustainability information (the “Sustainability Information”); 
  • the effectiveness of internal control and risk management systems, as well as internal audit; 
  • the performance of statutory audits and certification of Sustainability Information; and 
  • the independence of those responsible for auditing the financial statements and certifying Sustainability Information. 

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: 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. 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; 
  • define and evaluate the ESG objectives that determine the remuneration of the Executive Board; 
  • ensure that Board members have the necessary skills to assess ESG issues, risks, and opportunities, and to understand the relevant regulations and standards. 

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

The Governance and Sustainability Committee has seven members: 

  • William D. Torchiana (Chairman of the Committee and independent member) 
  • Bénédicte Coste 
  • Fabienne Lecorvaisier (independent member) 
  • 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 (member representing employees) 
  • Thomas de Villeneuve  
  • Secretary: Caroline Bertin Delacour, General Secretary and Group Chief Compliance Officer 

Access to the information available in the following pages may be restricted in certain countries by applicable laws and regulations. Persons who are physically located in those jurisdictions and who would like to access the information available in the following pages must inform themselves about and observe such restrictions.

The following pages include information pertaining to the project of a capital market transaction of Wendel.

With respect to each Member State of the European Economic Area other than France (the “Relevant Member State”) which is subject to the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”), or the United Kingdom, the information available in the following pages is directed only at any legal entity which is a qualified investor as defined in the Prospectus Regulation, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. These restrictions with respect to any Relevant Member State or the United Kingdom apply in addition to any other restrictions which may be applicable in the Relevant Member State or the United Kingdom. The information contained in the following pages does not constitute an offer to sell securities in any other country.

This website and the information contained herein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories, the “United States“), Canada, Japan or Australia, and do not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to purchase or acquire, directly or indirectly, any shares or other securities of Wendel in the United States, Canada, Japan or Australia or to, or for the account or benefit of, any person resident in the United States, Japan, Canada, Australia including any corporation or other entity organized under the laws of the United States, Japan, Canada or Australia. The shares or other securities of Wendel referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act.

All persons residing outside of France and outside of the United States, Canada, Japan and Australia who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained. Wendel assumes no responsibility if there is a violation of applicable law and regulations by any person.

I therefore certify that:

(1) I am a resident of and physically present in France;

Or

(2) I am a resident of and physically present in a Member State of the European Economic Area (other than France) or the United Kingdom, and I am either:

(a) a qualified investor as defined in the Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, or

(b) otherwise authorized to access this information pursuant to applicable laws or regulations;

and

(3) I am not a resident of or physically present in the United States, Canada, Japan or Australia.

I have read and understand the foregoing, and hereby make the certifications above and agree to comply with all of the above restrictions:

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Disclaimer

Access to the information available in the following pages may be restricted in certain countries by applicable laws and regulations. Persons who are physically located in those jurisdictions and who would like to access the information available in the following pages must inform themselves about and observe such restrictions.

France

In France, the information available in the following pages may be freely accessed by French residents who are physically located in France.

European Economic Area

With respect to each Member State of the European Economic Area other than France (the “Relevant Member State”), the information available in the following pages is directed only at qualified investors as defined in Article 2 (e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of June 14, 2017, as amended (the “Prospectus Regulation”).
These restrictions with respect to any Relevant Member State apply in addition to any other restrictions which may be applicable in the Relevant Member State.
No action has been undertaken or will be undertaken to make available bonds issued by Wendel to any retail investor in the European Economic Area. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling bonds issued by Wendel or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the bonds referred to in the following pages or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

United Kingdom

In the United Kingdom, the information available in the following pages is directed only at qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
No action has been undertaken or will be undertaken to make available bonds issued by Wendel to any retail investor in the United Kingdom. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic laws by virtue of the European Union (Withdrawal) Act 2018 (the “UK PRIIPs Regulation”) for offering or selling bonds issued by Wendel or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the securities referred to in the following pages or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
The information available in the following pages is directed only at persons who (i) are outside the United Kingdom, (ii) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”). Any investment or investment activity to which this website and the information contained herein relates is available only to Relevant Persons in the United Kingdom and will be engaged in only with such persons. Any person who is not a Relevant Person should not act or rely on the information contained in this website.
The information available in the following pages is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information available in the following pages relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

United States

The information available in the following pages does not constitute an offer to sell, nor a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to therein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act. Wendel does not intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States.

Australia, Canada, Japan and South Africa

The information available in the following pages may not be accessed by persons located in Australia, Canada, Japan or South Africa.

Other Countries

All persons residing outside of France and outside of the European Economic Area, United States, Australia, Canada, Japan or South Africa who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained in France or outside France. Wendel assumes no responsibility if there is a violation of applicable law and regulations by any person.
By accessing to the information available in the following pages, you confirm that you are in compliance, and agree to comply, with the restrictions described above.

I confirm
I do not confirm

IMPORTANT INFORMATION

Access to the information and documents on this portion of the website is restricted for regulatory reasons.

You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

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IMPORTANT INFORMATION

The materials contained herein are not for general release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

The information contained in this section of the website of Wendel (the “Seller”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Bureau Veritas (the “Company”) in the United States, Australia, Canada, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Company referred to in this section of the website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to the documents contained in this section of the Seller’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Seller assumes no responsibility if there is a violation of applicable law and regulations by any person.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

I therefore certify that:

  1. I am resident and physically present in a country outside the United States, Australia, Canada and Japan;
  2. I am authorized to access the information and documents contained on this portion of the website without being subject to any legal restriction and without any further action required by the Seller;
  3. I will not transmit or otherwise send any information contained in this website to publications with a general circulation in the United States; and
  4. I have read, understand and agree to comply with all of the restrictions set forth above.
I confirm
I cannot confirm

DISCLAIMER – IMPORTANT

Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful. We apologize for any inconvenience this may cause.

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IMPORTANT INFORMATION

Access to the information and documents on this portion of the website is restricted for regulatory reasons.  

You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

Please enter your country of residence :

Next

IMPORTANT INFORMATION

The materials contained herein are not for general release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

The information contained in this section of the website of Wendel SE, parent company of Eufor SAS (together “Wendel”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Bureau Veritas (the “Issuer”) in the United States, Australia, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Issuer referred to in this section of the website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Securities have not been and will not be registered under the applicable securities laws of Australia or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents.  All persons who wish to have access to the documents contained in this section of Wendel’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them.  No such registration or approval has been or will be obtained.  Wendel assumes no responsibility if there is a violation of applicable law and regulations by any person.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

I therefore certify that:

  1. I am resident and physically present in a country outside the United States, Australia and Japan;
  2. I am authorized to access the information and documents contained on this portion of the website without being subject to any legal restriction and without any further action required by Wendel;
  3. I will not transmit or otherwise send any information contained in this website to publications with a general circulation in the United States; and
  4. I have read, understand and agree to comply with all of the restrictions set forth above.
I confirm
I cannot confirm

DISCLAIMER – IMPORTANT

Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Australia or Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful.  We apologize for any inconvenience this may cause.

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