Corporate Governance

Corporate governance is comprised of the broad lines of conduct which the enterprise commits to respect and which delineate the expense of power and of responsibilities of those who are in charge of lastingly orienting the enterprise in due respect to the three major participants to their destiny: employees, shareholders (and potential investors) and stakeholders (customers, suppliers, banks, administrations). The Enterprise must be viewed at once as the corporation of shareholders and the company of managers and employees. To orient the enterprise means to make and to control the decisions which have a determinative effect on its sustainability and thus its lasting performance.

Governance is a determinative factor for the survival of the enterprise. It thus is important that the rules of corporate governance be not dictated from outside, as they must be appropriated and must evolve in accordance with the stages of corporate life. Since they are considered as an essential contribution for a correct valuation of the company by investors, they even deserve to be published.

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The stake of the quality of governance involves a fair articulation between:

  • On the one hand, the freedom of entrepreneurial action of its managers, who happen to now be majority shareholders, who face the principal risk in case of mismanagement. Our strong opinion is that dynamically insuring the balance between participants - shareholders, employees and stakeholders -, is the first entrepreneurial mission.
  • On the other hand, the protection of minority shareholders, whose rights might be undermined by some corporate decisions, considering that the board of directors always is obligated to take into account the social wealth of the company.

The three powers which warrant corporate governance thus are:

Sovereign power: the shareholders including shareholding employees.
The sovereign power in the enterprise consists in incarnating the symbolic and practical responsibility for continuity of the company life by providing the other powers with the means to perform their missions.
The sovereign power of shareholders is exercised particularly through the election and the control of activity of the actors in charge of the power of supervision: the directors on the board.

Power of Supervision: the board of directors.
The principal power of the board of directors is concerned with orientation and control.
It ascertains whether the conditions are fulfilled for the executive power to be exercised without dysfunctions, which could put at risk the perennial nature of the enterprise. It anticipates the drifts in executive performance.

Executive power: the corporate manager.
As he ensures the unity and the efficiency of the enterprise and the link between its participants, the chief executive officer is the central actor of any governance. He only, with his team around, can define, drive and assume the corporate strategy, that is to say the set of decisions which orient for the long run and in a determinative way its activities and its structure.

In the light of this pondering, our major values take the following expression to warrant our commitment as well as the progressive improvement of our practices.

  1. The enterprise is sovereign,
    which means that no external authority may interfere with its strategic choices, besides the legitimate way of the board of directors, and the three powers are dedicated this way to its lasting success, with the mission to manage its specific balancing over the triangle of the capital, the workforce and the commercial action*.

  2. Sovereign power

  3. The company puts at the disposal of shareholders the necessary and sufficient information for the knowledge of major risks which could threaten the corporate survival, and for the resolutions committing the directors' responsibility: experience and competency of candidates for each nomination of directors and availability of regulated conventions.
  4. Shareholders' control of the board of directors through their vote is a determinative element of corporate governance. This is why shareholders are invited not to entrust their voting proxy's to a director or to the president of the board of directors.
  5. The grants of stock options are regulated by the board of directors, performed by themselves and through delegation by the corporate management. The grants of stock-options to personnel is wide, but they follow specific criteria of motivation and influence over the fate of the enterprise, as opposed to a purely financial rationale; the grants ultimately are voted by shareholders.

  6. Power of supervision

  7. The Board of directors ascertains the absence of any severe dysfunction in the exercise of executive power, including the strategic options likely to lastingly jeopardize the corporate performance. It legitimizes the orientations of the company's activity by its proposals of resolutions and by its vote. It watches over their implementation by the executives. It validates the orientations proposed by the chief executive officer for the management of capital, by ensuring a fair balancing of the interests of reference shareholders and of minority shareholders.
  8. The board of directors evaluates, for ensuring the execution of the strategy, whether the persons holding the executive power hold sufficient and complementary competencies. It ascertains whether the succession plan of the chief executive officer is organized and evaluates the risks in case of a succession crisis.
  9. The board of directors relies on the committee for compensation of directors to recommend the naming and the compensations of directors, of the chairman and of the chief executive officer, and on the audit committee for those of statutory auditors; both committees are chaired by an independent director.
  10. The enterprise committee is invited to attend board of directors' meetings with a non-voting right; it is the same at general assemblies of shareholders; this presence contributes to increase the feeling sentiment of transparency and belonging, without facilitating insider trading and without altering the balance chosen by the company between shareholders, employees and stakeholders.

  11. Executive power

  12. The Chief Executive Officer is responsible for the corporate strategy. Managers periodically organize sessions with their teams for strategic positioning. They present their synthesis, their essential options and their promotional pleas for debate at a board of directors' meeting.
  13. The company is strongly committed to the creation of perennial jobs. It leans on the supervisors, who facilitate the emergence of collective productivity and individual maturing of everyone. It ensures the sharing of common values through principles of management focused on success in the roles, on the concern for fairness and on team animation toward a common objective.
  14. The company considers its competitors among the stakeholders, but those who count above all are the customers, who may besides be suppliers or partners. It develops these relations in the long run and rigorously respects confidentiality engagements. As for the worldwide practice to offer token gifts to facilitate human relations between business partners, it is limited to presents of symbolic worth, and without financial value.
  15. The employees who could wish to report possible misdeeds, of any nature whatsoever, are invited to do so to the statutory auditors or to the chairman of the audit committee.
*corresponding to three domains of the law: of corporations, social, and commercial