Corporate governance

Our Corporate Governance

It is not condonable, it is even paradoxical, that rules of Corporate Governance would be dictated by outsiders, lawyers, politicians, investors or auditors, while they express the essence of a company!
Since they are considered an essential part for a proper valuation of the enterprise by investors, they even deserve publicity.

Emphasis on this theme nowadays is focused on the support of minority shareholders and stakeholders. But a consistent doctrine is still missing for modern enterprises, since these are not founded on the opposition between capital-suppliers and workers, but on the constructive triangle between financiers, workers and customers, or with some more complexity: shareholders, employees and stakeholders.

This triangular conceptual frame protects against frequent confusions between entrepreneurs and investors, implicitly presented on the European continent as a conflict of interest with respect to employees.

As a frame of mind, such trilogy also protects from an all too common confusion in the present mood: that between investors (potential shareholders) versus financial analysts (stakeholders), or symmetrically that between employees or personnel representatives versus professional syndicates or trade-unions (stakeholders).

Our strong belief is that ensuring dynamically the balance between shareholders, employees and stakeholders, is the foremost mission of the entrepreneurs.
In the light of this thinking, our major values are presented explicitly for ensuring our commitment and their on-going improvements.

Our rules of Corporate Governance must be expressed as follows:

The enterprise is sovereign,
Which means that no external authority may interfere with strategic choices outside of the legitimate channel of the Board of Directors. It entails that top-management is entirely and freely dedicated to a lasting success, with the mission to manage our own balancing strategy over the triangle of shareholders, employees and stakeholders (*).

Salary and benefits of top managers are based on merit: for the president they are proposed by the Directors' compensation Committee, rationally discussed by Directors, then explained to the General Assembly of Stockholders; his top merit is to resolve the contradictions between the needs for short-term profits and for on-going growth.

The employee salary strategy also is entirely based on merit, but it is treated by top-management on a team-basis as a guarantee of fairness; individual salaries are kept confidential, but decision principles and collective statistics are presented openly to the elected personnel representatives and Enterprise Committees.

Stock-options are granted by decisions of the Office of the President, following rules from the Board of Directors. They are granted largely to employees, but guided by specific criteria of motivation and influence on the fate of the enterprise (as opposed to some pure financial considerations). The detail of such grants is given to shareholders.

Conversely product line managers organize periodic strategy-setting sessions with their teams and report a synthetic statement and their key options for debate at the Board of Directors and at its committees.

The elected Enterprise Committee is invited to attend meetings of the Board. The same is done at General Assemblies of Shareholders. Such invitations contribute to increasing the sense of transparency and belonging, without inducing risks of insider trading, and without altering the position of balance chosen by the enterprise between shareholders, employees and stakeholders.

We consider our competitors among our stakeholders, but those who count above all are our customers. Pricing information possibly communicated is limited to publicly accessible list prices.

The Board is responsible for performing an on-going assessment of the intrinsic corporate valuation, to serve both for control and management. The Chairman of the Board guarantees the truthfulness of public financial statements.

The Board of Directors relies on the Directors' compensation Committee to recommend nominations and remunerations for directors and top-managers, and on the Audit Committee for those of Statutory Auditors, both chaired by independent personalities. The elected Enterprise's Committees, the Commercial committee and the Scientific committee, are chaired by any one of the directors.

Statutory Auditors are nominated by the Audit Committee prior to their vote by the General Assembly of Shareholders; they are specifically commissioned for auditing the compliance of the board and the management team with the rules of Corporate Governance.

Employees wishing to report eventual wrongdoings whatever their nature, are invited to do so through the Statutory Auditors or the Chairman of the Audit Committee.

The Enterprise is committed to the creation of jobs, generously but under the condition that lots of extra working time be dedicated to such growth, with as much demand from the beneficiaries, and with the restriction that only perennial professional positions be involved.

The corporate culture emphasizes and nurtures a spirit of critique, pondering and balancing thesis and antithesis, for avoiding soft consensus, in favor of an energizing union of opposites.

The corporation is strongly committed, so that Productivity translate into Growth, to participative management of collective knowledge. It contributes to reducing stress and to resolving psychological barrings. When an employee is opposed to its principle, and is opposed to any professional treatment, with no expression of a will to change soon, departing is mandatory.

The hierarchical position is not a place for the exercise of power, but for influence and service. It is that which enables the emergence of collective productivity, thus justifying the survival of the enterprise. Managers have the obligation to provide a clear vision of the behaviors which lead to success or to failure.

*corresponding to three domains of the law: of corporations, social, and commercial

In order to provide all our stakeholders with a fair assessment of the situation, a mid-year letter from the chairman is displayed on the day after the general assembly of shareholders, complemented by a semester letter to reset the perspective.