A stable and balanced governance
Robust, enduring and focused on the long-term responsibilities of its executives, Michelin’s governance ensures a clear separation of management and supervisory powers.
The Michelin partnership limited by shares
Since its creation in 1951, the Group’s parent company, Compagnie Générale des Établissements Michelin (CGEM), has been organized as a partnership limited by shares (SCA). Within this legal framework, Michelin has armed itself with a governance structure that is robust, flexible, and balanced. The Michelin partnership limited by shares therefore deploys a long-term strategy that is fully aligned with shareholder interests. The establishment of a direct relationship with each shareholder is promoted by the fact that only registered shares are held. It is also focused on driving continuous improvement in the Group’s governance system and practices, in compliance with the recommendations of the Afep-MEDEF Code.
Michelin’s governance comprises three bodies that guarantee a clear separation between the supervisory and management powers: the Managers, the Supervisory Board and the Société Auxiliaire de Gestion (SAGES = Auxiliary Management Company).
The pillars of michelin's governance
Two managers and an executive committee
The Managers are initially elected to four-year terms by the shareholders at the Annual Meeting. Their terms of office may be renewed by the Non-Managing General Partner (Société Auxiliaire de Gestion) with the approval of the Supervisory Board.
The Managers are assisted by the Group Executive Committee focused on strategic issues and decisions, such as corporate transformations (particularly the digital transition), the business model, acquisitions, performance management, brand strategies and sustainable growth.
The Supervisory Board
Presided over by Barbara Dalibard, the supervisory board is responsible for assessing the quality of the Group’s management and presents a report on its findings to shareholders at each Annual Meeting. It also issues opinions on the Group’s strategy, capital expenditure, acquisitions and disposals, Michelin’s social responsibility policies, and the election or dismissal of Managers and their compensation.
The Société Auxiliaire de Gestion
As the non-managing general partner, the Société Auxiliaire de Gestion (SAGES) participates, alongside the Supervisory Board, in the Manager succession and compensation processes. Presided over by Vincent Montagne, it ensures in particular that the Group is run by competent and effective managers who embody Michelin’s values. It is not involved in management, apart from exceptional cases when there is no longer a Managing General Partner, and then only for a maximum period of one year.
SAY ON PAY
The Annual Shareholders Meeting has the opportunity to issue an advisory vote on the compensation paid and awarded to the Managing Chairman, the Managers and the Chairman of the Supervisory Board.
The details of the compensation which are provided below, have been prepared in accordance with the AFEP/MEDEF Code.
Who are the general partners and limited partners?
Limited partners or shareholders: they provide capital, elect the members of the Supervisory Board and the managers (initial mandate), and approve the accounts drawn up by the Management. Their responsibility is limited to the amount of their investment. They receive a share of the profits in the form of a dividend.
The general partners are Florent Menegaux, the Managing Chaiman, Société Auxiliaire de Gestion, a non-managing general partner. They have unlimited personal liability for the company’s debts.
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