The supervisory Board

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.

The Supervisory Board Members

In accordance with the applicable law and the Company’s Bylaws, the Supervisory Board may have no less than three and no more than ten members elected by the Annual Shareholders Meeting for a term of four years. All Supervisory Board members must be shareholders. General Partners may not take part in the vote. Supervisory Board members may be re-elected.

Barbara Dalibard

Chair of the Supervisory Board
Non Independent Member

  • Biographical details

    Barbara Dalibard has been Chief Executive Officer of SITA, the world’s leading specialist in air transport communications and information technology, since 2016.

     

    She is a graduate of École Normale Supérieure, where she qualified to lecture in mathematics, a graduate of École Nationale Supérieure des Télécommunications (ENST) and an honorary Corps des Mines engineer.

     

    She has held varying roles in numerous companies in the field of new technologies.

     

    After beginning her career at France Télécom group, Ms. Dalibard became the chair of Alcanet International, a subsidiary of the Alcatel group, in 1998. She was then responsible for the France division of the Alcatel CIT group, where she contributed to the development of ADSL and 3G.

     

    At Orange, she played a key role in implementing RENATER, the first network based on Internet technology. In 2003, she joined the Group’s Executive Committee and was the Chief Executive Officer of Orange Business Services, a subsidiary located in 220 countries and regions.

     

    Ms. Dalibard joined SNCF in 2010 and was appointed Chief Executive Officer of SNCF Voyageurs (the TGV, Eurostar, Thalys businesses, etc.), then SNCF Voyageurs, which includes all of the group’s passenger activities, long-distance travel, TER, Transilien and train stations. She contributed to the development of electronic ticketing, new passenger information applications and the “door-to-door” business. She launched OUIGO, the first low-cost TGV, and the Ouibus long-distance coach subsidiary.

     

    She also served as a member of the Board of Directors of Société Générale and as a member of the Supervisory Board of Wolters Kluwer.

     

    Barbara Dalibard is an Officer of the Légion d’honneur, Officer of the Ordre du Mérite, member of the Académie des Technologies and Doctor Honoris Causa of École Polytechnique de Montreal.

Jean-Pierre Duprieu

Chairman of the Compensation and Appointments Commitee
Independent Member

Aruna Jayanthi

Member of the Audit Committee
Independent Member

  • Biographical details

    Jean-Pierre Duprieu was Executive Vice President of the Air Liquide group.

    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 an independent Director of Korian, Chairman of the Compensation and Appointments Committee and member of the Audit Committee. He is also a Director of Groupe SEB.

  • Biographical details

    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, covering Consulting, Technology and Outsourcing Services provided by some 50,000 employees.

    In 2016, she became head of a new global Business Services Unit comprising ITOPS and BPO (Capgemini and IGATE). In 2018, she was appointed to lead the Group’s operations in the Asia-Pacific and Latin America regions, before becoming Managing Director of these Business Units. She is a member of the Group Executive Committee.

    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.

Anne-Sophie de La Bigne

Member of the Compensation and Appointments Committee
Member of the Corporate Social Responsibility Committee

Independent Member

Patrick de la Chevardière

Chairman of the Audit Committee
Independent Member

  • Biographical details

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

    She 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.

  • Biographical details

    Patrick de La Chevardière was born in 1957 and is a French national.

    He is currently a director of Schlumberger and until July 2019 was the Group’s Chief Financial Officer and a member of the Executive Committee of the Total Group, where he spent his entire career.

    Patrick de La Chevardière is a graduate of École centrale. He began his career as a drilling engineer in the Exploration and Production division (1982-1989), before joining the Finance Department (1989-1995). He subsequently served as head of the Operations and Subsidiaries Division (1995-2000), Asia Director in the Refining and Marketing division (2000-2003), deputy Chief Financial Officer (2003-2008) and member of the Management Committee (2005), and Chief Financial Officer and member of the Executive Committee (from 2008).

Thierry Le Hénaff

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

Independent Member

Monique Leroux

Chair of the Corporate Social Responsibility Committee
Member of the Audit Committee
Independent Member

  • Biographical details

    Thierry Le Hénaff is currently Chairman and Chief Executive Officer of Arkema*.

    After starting his career with Peat Marwick Consultants, in 1992 he joined Bostik, Total’s Adhesives division, where he held a number of operational positions in France and worldwide. In July 2001, he was appointed Chairman and Chief Executive Officer of Bostik Findley, the new entity resulting from the merger of Total’s and Elf Atochem’s Adhesives divisions.

    On January 1, 2003, he joined Atofina’s Executive Committee, with responsibility for three divisions (Agrochemicals, Fertilizers and Thiochemicals) as well as three corporate departments. Then, in 2004, he joined the Total Group’s Executive Committee. He was named Chairman and Chief Executive Officer of Arkema on March 6, 2006. He has sat on the Board of Directors of the École Polytechnique Foundation since 2016.

    Thierry Le Hénaff holds engineering degrees from École Polytechnique and École Nationale des Ponts et Chaussées, and a Master’s degree in Industrial Management from Stanford University in the United States. He holds the titles of Chevalier de l’Ordre national du mérite and Chevalier dans l’Ordre national de la Légion d’honneur.

    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.

  • Biographical details

    Companion of the Canadian Business Hall of Fame and Investment Industry Hall of Fame, Monique Leroux is a company director. She is Strategic advisor and member of the Strategic development committee of Fiera Capital and Vice-Chair of Gestion Fiera Inc. and a member of the Boards of Directors of Michelin (ML-France), Bell (BCE), S&P Global (SPGI), Couche-Tard (ATD) and Lallemand Inc. (a privately owned company).

    She contributes to these Boards her wide-ranging experience, acquired for example as a partner of EY (Canada) and as Chair of the Board and Chief Executive Officer of Mouvement Desjardins from 2008 to 2016.

    From 2016 to 2020, Monique Leroux served as Chair of the Board of Directors of Investissement Québec. She is also Vice-Chair of the Board of the Montreal Symphony Orchestra.

    Ms. Leroux is a member of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier de la Légion d’honneur (France) and a recipient of a Woodrow Wilson Award (United States).

    She has been inducted as a Fellow of the Canadian Order of Certified Public Accountants and Fellow of the Canadian Institute of Corporate Directors, and has been awarded honorary doctorates from eight Canadian universities in recognition of her contribution to the business sector and also to the community.

Wolf-Henning Scheider

Member of the Audit Committee

Independent Member

Jean-Michel Severino

Member of the Corporate Social Responsibility Committee
Independent member

  • Biographical details

    Mr. Wolf-Henning Scheider, is a german citizen, and since 2018, he has been Chief Executive Officer of ZF Friedrichshafen AG (a German group that is one of the world leaders in technology for cars, transportation and mobility) after acquiring international experience notably with Bosch. He has in-depth knowledge of the auto industry, manufacturing and sustainable mobility.

  • Biographical details

    Jean-Michel Severino, who is a French national, was born in 1957. He started his career as Inspector of finances and is a graduate of the Ecole Nationale d’Administration.

    Jean-Michel Severino is also graduated from ESCP Business School and the Institut d’Etudes Politiques in Paris and has a master’s degree in economics and a bachelor’s in law.

    Since 2011, he has been CEO of Investisseurs et Partenaires (I&P), a fund management team specializing in financing for African start-ups and SMEs. He is a Senior Independent Director and Chairman of the Governance Committee at Danone and a director and member of the Audit Committee at Orange. He is also a Senior Fellow and director at the Foundation for Studies and Research on International Development (FERDI) and a member of the French Academy of Technologies.

     

Delphine Roussy

Member of the Supervisory Board representing employees

Member of the Compensation and Appointments Committee

Jean-Christophe Laourde

Member of the Supervisory Board representing employees

Member of the Corporate Social Responsibility Committee

  • Biographical details

    Delphine Roussy, who is a French national, was born in 1982.

     

    She is an employee of Manufacture Française des Pneumatiques Michelin, where she is Head of the Systems & Processes Division patents team.

     

    Delphine Roussy is also an advisor on the Auvergne-Rhône-Alpes Economic, Social and Environmental Council (CESER Auvergne-Rhône-Alpes).

  • Biographical details

    Jean-Christophe Laourde, who is a French national, was born in 1975.

     

    He is an employee of Manufacture Française des Pneumatiques Michelin, where he is Distribution Program Manager, B2C for the Southern Europe Region.

Independence of the Supervisory Board

A majority of the members of the Supervisory Board must be independent and without any vested interests (i.e. with no relationship of any kind whatsoever with the Company or its management which might risk coloring the member’s judgment).

 

These independence criteria are exactly the same as those prescribed in the AFEP/MEDEF Code.

 

Having reviewed the Compensation and Appointments Committee’s analyses, the Supervisory Board ruled that all of its members – with the exception of the members representing employees (Delphine Roussy, Jean-Christophe Laourde and Cyrille Poughon), Michel Rollier and Barbara Dalibard – are independent based on the criteria in the AFEP/MEDEF Code.
These independent members represent just under 78% of total Supervisory Board members (excluding employee representatives), a significantly higher proportion than the 50% recommended in the AFEP/MEDEF Code, which states that half of the Board members of widely-held corporations without controlling shareholders should be independent.

 

The table in section 3.2.6 of the 2020 Universal Registration Document states whether or not each Supervisory Board member is considered as independent.

The audit committee

Members of the Audit Committee

The Audit Committee is comprised of the following members:

  • Patrick de la Chevardière (Chairman of the Audit Committee, independent Member)
  • Aruna Jayanthi (Independent Member)
  • Mme Monique Leroux (Independent Member)
  • M.Wolf-Henning Scheider (Independent member)

 

 

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.

The Compensation and Appointments Committee

Members of the compensation and appointments Committee

The Compensation and Appointments Committee is comprised of the following members:

  • Jean-Pierre Duprieu (Committee Chairman, independent Member)
  • Anne-Sophie de La Bigne (Independant Member)
  • Thierry Le Hénaff (Independent Member)
  • Delphine Roussy (Non-Independent Member).

 

The Compensation and Appointments Committee’s role and responsibilities

The Committee’s role encompasses:

  • 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;
  • employee performance share plan policies;
  • senior management appointments policy; senior management career and succession plans;
  • the policy concerning the appointment of Managers, including career and succession plans, developed jointly with the Non-Managing General Partner (SAGES) in line with the Company’s Bylaws.

 

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.

 

Concerning the compensation awarded to the Managers and the Chairman of the Supervisory Board, in light of the specific rules applicable to partnerships limited by shares and the provisions of the Bylaws, the Committee makes recommendations to the Supervisory Board concerning the parameters for the components of their compensation.

 

The Committee’s proposals help the Supervisory Board to formulate recommendations to the Non-Managing General Partner about the criteria to be applied to the Managers variable compensation.

The Committee also reviews all amounts and benefits due, awarded or to be awarded to the Managers for the previous year by Group companies.

Corporate Social Responsibility Committee (CSRC)

The Corporate Social Responsibility Committee is comprises of the following members:

  • Monique Leroux (Chair and Independent Member)
  • Anne-Sophie de La Bigne (Independent Member)
  • Jean-Christophe Laourde (Non-Independent Member)
  • Jean-Michel Severino (Independent Member)

 

The Committee’s missions are :

  • Examine the Group's strategy, ambitions, policies and commitments in terms of CSR (Ethics and compliance, Human rights, Hygiene / Health / Safety of persons, Environment) and make recommendations in this regard;
  • Ensure the integrity / completeness and exemplary nature of the CSR strategy and actions carried out and communicated by the Group;
  • Ensure the correct level of commitment of the Group in terms of extra-financial compliance, ethics and social and environmental responsibility in relation to the stakeholders’ expectations

Statutory Auditors

The Statutory Auditors of Compagnie Générale des Établissements Michelin, Michelin’s holding Company are:

  • PricewaterhouseCoopers Audit

     

    • Registered member of the Compagnie régionale des Commissaires aux Comptes de Versailles
      63, rue de Villiers
      92208 Neuilly-sur-Seine

     

    • Represented by Jean-Christophe Georghiou, Partner

     

    • Substitute Statutory Auditor, Jean-Baptiste Deschryver, Partner, PricewaterhouseCoopers Audit
  • Deloitte & Associés

     

    • Registered member of the Compagnie régionale des Commissaires aux Comptes de Versailles
      6, place de la Pyramide
      92908 Paris La Défense

     

    • Represented by Frédéric Gourd, Partner

     

    • Substitute Statutory Auditor, BEAS
      6, place de la Pyramide
      92908 Paris La Défense

     

    • There are no legal or financial ties of any sort between the two accounting firms or the lead partners. The Statutory Auditors’ term of office will expire at the end of the Annual Shareholders Meeting to be held in 2022 to approve the 2021 financial statements.

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