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BOARD OF DIRECTORS

Determines the strategic objectives of the Group and monitors the carrying out of its performance commitments.

AUDIT AND FINANCIAL STATEMENTS COMMITTEE

Assists the Board of Directors in ensuring the accuracy and fair presentation of SUEZ s parent company and Consolidated Financial Statements and the quality of the internal control procedures and information provided to shareholders and financial markets.

APPOINTMENTS AND GOVERNANCE COMMITTEE

Regularly reviews the principles and independence criteria relating to members of the Board of Directors and the application of the recommendations in the AFEP-MEDEF Code.

Examines all applications for appointment to the Board of Directors. Formulates all pertinent recommendations regarding the composition

of Committees. Prepares recommendations for the successors of the Chief Executive

Officer and the Chairman of the Board of Directors.

7 meetings in 2018

91.5 % attendance rate

50% independent directors**

COMPENSATION COMMITTEE

Sets the Chief Executive Officer s targets each year, which serve as a reference in assessing his performance.

Prepares the Board s work on issues related to employee shareholding and long-term incentives plans.

STRATEGY COMMITTEE Gives its opinion and submits a recommendation to the Board of Directors

concerning the strategic objectives set by the Board of Directors or proposed by the CEO, and on all significant projects involving internal and external growth, disposal, strategic agreements, alliances and partnerships.

ETHICS AND SUSTAINABLE DEVELOPMENT COMMITTEE*

Ensures compliance with the individual and collective values on which the Group bases its actions and the rules of conduct that all staff members must follow.

3 meetings in 2018

100% attendance rate

67% independent directors**

2 meetings in 2018

86% attendance rate

50% independent directors**

3 meetings in 2018

100% attendance rate

67% independent directors**

6 meetings in 2018

93% attendance rate

75% independent directors**

17 meetings in 2018

94% attendance rate

75% independent directors**

* Renamed the CSR, Innovation, Ethics, Water and Sustainable Planet Committee following the Board meeting on 25/04/2019 ** Calculated in accordance with the criteria of the AFEP-MEDEF Code

FUNCTIONING OF THE BOARD OF DIRECTORS AND ITS SPECIALIZED COMMITTEES

GOVERNANCE GOVERNANCE BODIES SHAREHOLDING STRUCTURE ETHICS AND VIGILANCE DIALOGUE AND RESPONSIBLE LOBBYING