The Supervisory Board

The Supervisory Board exercises permanent oversight of the Company’s management. It assesses its quality for the benefit of the shareholders, presenting a report thereon at each Annual Shareholders Meeting. 

michelin-conseil-surveillance_2017

The Supervisory Board exercises permanent oversight of the Company’s management and assesses its quality for the benefit of the shareholders, presenting a report thereon at each Annual Shareholders Meeting.

Its oversight procedures include:

  • reviewing the separate and consolidated financial statements approved by the Chief Executive Officer;
  • assessing the quality of the Group’s financial information;
  • assessing the Group’s internal control and risk management systems;
  • reviewing strategic roadmaps and their implementation;
  • ensuring that shareholders’ rights are respected.

The Board receives regular information about the Group’s strategy and outlook.

 

In compliance with the Board’s internal rules, the Chief Executive Officer must present to the Board, prior to any decision, information about significant projects concerning capital expenditure, commitments, acquisitions and asset disposals.

In addition, in accordance with the internal rules of both the Board and the Compensation and Appointments Committee as well as with the Company’s bylaws, the Supervisory Board is required to approve or, depending on the case, issue an opinion on decisions concerning (i) the election, re-election or removal from office of any Managing Partner, including the Chief Executive Officer and (ii) the compensation paid to any Managing Partner, including the Chief Executive Officer.

Members of the Supervisory Board

In accordance with applicable law and the Company’s bylaws, the Supervisory Board may have no less than 3 and no more than 10 members elected by the Annual Shareholders Meeting for a term of 4 years. The General Partners (including the Chief Executive Officer) may not take part in the vote. Supervisory Board members may be re-elected.

Michel Rollier

Michel Rollier, member of the Michelin Supervisory Board

Chairman of the Supervisory Board
Member of the Compensation and Appointment Committee
Non-independent, non-executive member

Born in 1944
24,392 shares owned as of December 31, 2016
First elected: May 17, 2013
Current term expires: 2021


Experience

Michel Rollier is currently Chairman of the Plateforme de la Filière Automobile and a member of the AFEP/MEDEF High Committee on Corporate Governance. He began his career at Aussedat-Rey (a Member of the International Paper Group) in 1971, initially occupying the post of Financial Controller before going on to head up a business unit. He then held the position of Chief Financial Officer between 1987 and 1994 and subsequently Deputy Chief Executive Officer from 1994 to 1996. He joined Michelin in 1996 as Vice-President, Financial & Legal Affairs and then served as Chief Financial Officer and a member of the Executive Council from 1999 to 2005. He was elected Managing General Partner by Michelin’s shareholders on May 20, 2005, serving alongside Édouard Michelin until Mr. Michelin’s tragic death in 2006. Mr. Rollier stepped down as Managing General Partner in May 2012.

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Olivier Bazil

Olivier Bazil, member of the Michelin Supervisory Board

Chairman of the Audit Committee
Independent Member

Born in 1946 – French national
1,010 shares owned as of December 31, 2016
First elected: May 17, 2013
Current term expires: 2021


Experience

Olivier Bazil is a Director of Legrand1 and a Member of the Board’s Strategy Committee and Nominating and Compensation Committee. He is a graduate of HEC and holds an MBA from Harvard Business School. He has spent his entire career with Legrand, which he joined in 1973 as Deputy Company Secretary before becoming Chief Financial Officer (1979), a Director (1989), Deputy Chief Executive Officer and a Member of the Executive Committee (1994), and then Vice-Chairman of the Board of Directors and Chief Operating Officer.

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Pat Cox

Pat Cox, member of the Michelin Supervisory Board

Member of the Compensation and Appointments Committee
Non-independent, non-executive member

Born in 1952 – Irish national
491 shares owned as of December 31, 2016
First elected: May 20, 2005
Current term expires: 2018


Experience

Pat Cox is a former Member of the Irish Parliament and of the European Parliament. He served as President of the European Parliament from January 2002 to June 2004. He is President of Fondation Jean Monnet pour l'Europe, European Coordinator for the Scandinavian-Mediterranean Corridor transportation infrastructure project, Chairman of the KPMG Ireland Public Interest Committee and Chairman of the Board of Alliance Française Dublin.

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Barbara Dalibard

Barbara Dalibard, member of the Michelin Supervisory Board

Chairman of the Compensation and Appointments Committee
Lead Independent Member of the Supervisory Board
Independent Member

Born in 1958 – French national
485 shares owned as of December 31, 2016
First elected: May 16, 2008
Current term expires: 2018


Experience

Since January 2010 Barbara Dalibard is Chief Executive Officer of SNCF Voyages. Before joining SNCF Voyages, she was a Member of France Telecom’s Group Management Committee in charge of enterprise communication solutions, and prior to that she held various management positions within France Telecom and Alcatel.

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Jean-Pierre Duprieu

Jean-Pierre Duprieu, member of the Michelin Supervisory Board

Member of the Audit Committee
Independent Member

Born in 1952 – French national
510 shares owned as of December 31, 2016
First elected: May 17, 2013
Current term expires: 2020


Experience

Jean-Pierre Duprieu was Executive Vice President of the Air Liquide group1. Between 2010 and 2016, he was a member of Air Liquide's Executive Management team, in charge of supervising the group's European and Healthcare activities as well as corporate functions, including information systems and Efficiency/Purchasing programs.

He is a Director of Korian1.

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Aruna Jayanthi

Aruna Jayanthi

Independent Member

Born in 1962 – Indian national
400 shares owned as of December 31, 2016
First elected: May 22, 2015
Current term expires: 2019


Experience

On January 1, 2016, she became head of a new global Business Services unit comprising ITOPS and BPO (Capgemini and IGATE).

From 2011 until the end of 2015, Aruna Jayanthi was Chief Executive Officer of Capgemini India, responsible for overseeing all of the Capgemini group's operations in India.

After obtaining a Master's degree in finance management from the Narsee Monjee Institute of Management Studies in Mumbai, Aruna Jayanthi held various IT services positions between 1984 and 2000 (including at clients' offices in Europe and the United States), with Tata Consulting Services, Aptech and other companies.

She joined the Capgemini group in 2000.

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Anne-Sophie de La Bigne

Anne-Sophie de La Bigne, member of the Michelin Supervisory Board

Member of the Audit Committee
Member of the Compensation and Appointments Committee
Independent Member

Born in 1960 – French national
903 shares owned as of December 31, 2016
First elected: May 17, 2013
Current term expires: 2020


Experience

Since 2008, Anne-Sophie de La Bigne has been Vice President in charge of civil affairs in the Public Affairs Division, France, at Airbus Group1.

Anne-Sophie de La Bigne began her career in 1983 as a financial controller with the Matra group before joining the Strategy & Business Development Department of the Lagardère group, where she worked from 1985 to 1999.
She subsequently became Head of the Strategic Analysis Department at Aerospatiale Matra/EADS, a position she held until 2001.
Between 2001 and 2006, she served as Vice President, Strategy and European Affairs, at Groupement des Industries Françaises Aéronautiques et Spatiales (GIFAS) and, from 2006 to 2007, she was responsible for international corporate relations in the EADS’ Public Affairs Division.

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Monique F. Leroux

Monique F. Leroux

Member of the Audit Committee
Independent Member

Born in 1954 - Canadian national
700 shares owned as of December 31, 2016
Date of appointment: October 1, 2015
Current term expires: 2018


Experience

Monique Leroux was Chair of the Board, President and Chief Executive Officer of Desjardins from 2008 until 2016. She is currently President of the International Cooperative Alliance, Chair of the Board of Invest Quebec and Chair of the Quebec Government's Advisory Committee on the Economy and Innovation.

She is a director of global companies and organizations such as Alimentation Couche-Tard Inc. (ATD), Crédit Industriel et Commercial (CIC), Bell (BCE) and S&P Global.

In addition, she is a member of various advisory committees set up by Canadian government bodies.

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Cyrille Poughon

Cyrille Poughon, member of the Michelin Supervisory Board

Non-independent, non-executive member

Born in 1975 – French national
410 shares owned as of December 31, 2016

First elected: May 16, 2014
Current term expires: 2018


Experience

Cyrille Poughon is currently Workplace Quality of Life advisor at Manufacture Française des Pneumatiques Michelin. He began his career with the Michelin Group in 1996 and has held a variety of positions in sales and logistics.

He served as Secretary of Michelin's European Works Council until 2014.

In 2015, he followed the "Certified Corporate Director" training program organized by Sciences-Po and Institut Français des Administrateurs.

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Members of the Audit Committee

The Audit Committee has comprised the following members:

  • Mr Olivier Bazil (Committee Chairman, independent Member)
  • Mr Jean-Pierre Duprieu (independent Member)
  • Mrs Anne-Sophie de La Bigne (independent Member)
  • Mrs Monique Leroux (independent Member)

A description of the work conducted by the Audit Committee in 2016 is provided in the 2016 Registration Document (page 131).

The Audit Committee’s role and responsibilities

The Audit Committee assists the Supervisory Board in fulfilling its oversight role. It operates as a specialized committee tasked with addressing issues related to the preparation and control of accounting and financial information in accordance with Articles L. 823-19 and L. 823-20-4 of the French Commercial Code.

The Audit Committee’s role includes:

  • reviewing the annual and interim financial statements, as approved by the Chief Executive Officer and audited by the Statutory Auditors, as well as quarterly financial information;
  • obtaining assurance that the Group’s accounting methods and policies are appropriate and are applied consistently, and overseeing the quality of information given to the shareholders;
  • assessing the effectiveness of internal control and risk management systems;
  • reviewing all of the Group’s risks, assessing the effectiveness of measures taken to control these risks and examining their accounting treatment and the related disclosures in the Group’s communications;
  • reviewing the Statutory Auditors’ annual audit programs;
  • reviewing the programs for the audits carried out by the Audit and Risk Management Department, and recommending internal audits of specific financial risks;
  • verifying the Statutory Auditors’ independence and objectivity and expressing an opinion about their appointment or re-appointment.

Members of the Compensation and Appointments Committee

The Board set up a Compensation and Appointments Committee.

The members of this Committee are:

  • Mrs Barbara Dalibard (Committee Chairman, Lead independent Member of the Supervisory Board, independent Member)
  • Mrs Anne-Sophie de La Bigne (independant Member)
  • Mr Michel Rollier (non-executive, non-independent Member)
  • Mr Pat Cox (non-executive, non-independant Member)

A description of the work conducted by the Compensation and Appointments Committee in 2016 is provided in the 2016 Registration Document (pages 131-132).

The Compensation and Appointments Committee’s role and responsibilities

The Compensation and Appointments Committee’s is responsible for overseeing :

  • the senior management compensation policy, including the criteria used to determine:
    • fixed and variable compensation paid to members of the Executive Committee,
    • variable compensation paid to other senior executives;
  • the stock option and performance share allocation policy.

The Committee is also tasked with examining the independent status of Supervisory Board members based on the criteria in the AFEP/ MEDEF Code, in preparation for the Board meeting during which the independence of its members is formally assessed.

In addition, the Committee Chairman participates in the assessment of the Board’s practices that is carried out annually by the Chairman of the Supervisory Board through individual meetings with each Board member.

Key Figures

Status

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Statutory Auditors

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