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.

Supervisory Board composition as of December 31, 2019

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The members of the Supervisory Board as of December 31, 2019

Find the biography as well as the mandates of the members of the Supervisory Board in section 3.2.2 of the 2019 Universal Registration Document.

Michel Rollier

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

 

Biographical details – professional experience

Michel Rollier is Chairman of the Supervisory Board of Somfy SA.

He began his career at Aussedat-Rey (part 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 Managing Chairman 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.

 

 

Olivier Bazil

Chairman of the Audit Committee
Independent Member

 

Biographical details – professional experience

Olivier Bazil is a Director of Legrand* and a member of the Board’s Strategy Committee and Nominating and Compensation Committee. In 2017, he was also a Director of Vallourec*, Chairman of Vallourec’s Audit Committee and a member of its Strategy Committee.

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.

Mr. Bazil is a graduate of HEC and holds an MBA from Harvard Business School.

 

 

Barbara Dalibard

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

 

Biographical details – professional experience

Barbara Dalibard is currently Chief Executive Officer of SITA. Her previous positions included Chief Executive Officer of SNCF Voyageurs, member of the France Telecom group Management Committee in charge of enterprise communication solutions, and various management positions within France Telecom and Alcatel.

 

 

Jean-Pierre Duprieu

Member of the Audit Committee
Independent Member

 

Biographical details – professional experience

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.

 

 

Aruna Jayanthi

Member of the Compensation and Appointments Committee
Independent Member

 

Biographical details – professional experience

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 Audit Committee (until end-July 2019)
Member of the Compensation and Appointments Committee
Independent Member

 

Biographical details – professional 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 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.

 

 

Thierry Le Hénaff

Member of the Audit Committee
Independent Member

 

Biographical details – professional experience

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.

 

 

Monique Leroux

Member of the Audit Committee
Independent Member

 

Biographical details – professional experience

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.

 

 

Cyrille Poughon

Member of the Audit Committee
Non-independent, non-executive member

 

Biographical details – professional experience

Cyrille Poughon is currently France-Benelux Retail Market sales office manager, after previously serving as the Group’s Quality of Worklife Manager and later Safety Program Leader at corporate headquarters.

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.

Changes in the composition of the Supervisory Board as of June 24, 2020

At the meeting held immediately after the Annual Shareholders Meeting on June 23, 2020, the Supervisory Board of Compagnie Générale des Établissements Michelin decided to make the following changes to its governance: departure from Olivier Bazil and appointment of Patrick de la Chevardière to the Supervisory Board.

The audit committee

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Members of the audit Committee

The Audit Committee has comprised the following members as of December 31, 2019:

  • Mr Olivier Bazil (Chairman of the Audit Committee, independent Member)
  • Mr Jean-Pierre Duprieu (independent Member)
  • Mrs Monique Leroux (independent Member)
  • Mr Cyrille Poughon (non-executive, non-independent Member)

 

A description of the work conducted by the Audit Committee in 2019 is provided in the 2019 Universal Registration Document (pages 80 and 82).

 

The composition of the Audit Committee changed as follows from June 24, 2020:

  • M. Patrick de la Chevardière (Chairman of the Audit Committee, independent Member)
  • Mme Monique Leroux (independent Member)
  • M. Thierry Le Hénaff (independent Member)
  • Mme Barbara Dalibard (non-independent Member)
  • M. Cyrille Poughon (non-executive, non-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 has comprised the following members as of December 31, 2019:

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

A description of the work conducted by the Compensation and Appointments Committee in 2019 is provided in the 2019 Universal Registration Document (pages 81 à 83).

 

 

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)

At the meeting held immediately after the Annual Shareholders Meeting on June 23, 2020, the Supervisory Board of Compagnie Générale des Établissements Michelin decided to create a new Committee. This new Corporate Social Responsibility Committee (CSRC) of the Supervisory Board will be chaired by Monique Leroux, an independent Supervisory Board member and will comprised Anne-Sophie de La Bigne, an independent Supervisory Board member.

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