Imerys, Transform to perform
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Board of Directors

FR

The Group

Board of Directors

Mission


The Board of Directors constantly controls the management of the Company by the Executive Management. It appoints and, if necessary, dismisses the Chief Executive Officer ; it appoints the members of the specialized Committees, whose responsibilities it defines. It approves strategic orientations and authorizes the major operations that bind the Group’s future.

Functioning

In the context of compliance with best Corporate Governance practices, the Board has adopted an Internal Charter that contains all the principles for its members’ conduct and the functioning of the Board and its specialized Committees. The Charter, of which the first version was adopted in 2002, is regularly updated in order to incorporate: legal and regulatory developments that apply to the Company; recommendations on Corporate Governance by AMF as well as trade and associations bodies that represent French stock market-listed companies (AFEP, MEDEF, ANSA, etc.); and, finally, the amendments made by the Board following the annual assessments of its own functioning carried out to comply with best practices.

Each Director of the Company is given a copy of the "Directors' VadeMecum", a collection of the main texts and provisions governing their duties and obligations, such as the Company’s by-laws, the Internal Charter of the Board of Directors, the Procedure for the prevention of use or disclosure of insider information within the Group and other useful documents and forms enabling the Directors to comply with their obligations.



Self-assessment by the Board of Directors

In accordance with the Internal Charter, “every year the Board of Directors reviews and appraises its working methods and activity during the previous financial year. The findings of that examination are intended to appear in the Board’s report in the Group’s Registration Document. In addition, at intervals determined by its Chairman, the Board of Directors conducts a formal self-assessment using a questionnaire sent to the Directors beforehand”.

At the beginning of 2015, the Board of Directors formally assessed its functioning and that of its Committees with respect to 2014. Accordingly, each of its members was given an individual questionnaire on the role and performance of the Board and its Committees, their composition and functioning, the organization and holding of their meetings and, finally, the information provided to Directors. This questionnaire was revised on that occasion, with new questions added to take into account developments in best practices, particularly those recommended by AFEP. Individual meeting with the Secretary of the Board were proposed to the Directors who so wished, particularly independent Directors, in order to discuss the points raised in the questionnaire more freely and so enhance their answers. The conclusions of the assessment were presented and discussed at the Board of Directors’ Meeting on February 12, 2015.


COMPOSITION AS OF MAY 3, 2017

Name
 
Position Date of 1st appointment Year of renewal of term of officeIndependent member
Gilles MICHEL
Chairman and Chief Executive Officer
11/03/2010
2018
No
Paul DESMARAIS III
Vice-Chairman
04/05/2016
2017
No (1)
Aldo CARDOSO
Director
05/03/2005
2017
Yes
Odile DESFORGES
Director
04/05/2016
2019
Yes
Ian GALLIENNE
Director
04/29/2010
2019
No (1)
Marion GUILLOU
Director
09/01/2012
2017
Yes
Colin HALL
Director
15/12/2015
2017
Giovanna KAMPOURI MONNAS
Director
29/04/2015
2018
Yes
Ulysses KYRIACOPOULOS
Director
29/04/2015
2018
No
Xavier Le CLEF
Director
04/26/2012
2018
No (1)
Arielle MALARD de ROTHSCHIILD
Director
04/28/2011
2017
Yes
Laurent RAETS
Director
29/07/2015
2019
No (1)
Katherine TAAFFE RICHARD
Director
29/04/2015
2018
Yes
Arnaud VIAL
Director
04/05/2016
2019
No (1)
Marie-Françoise WALBAUM
Director
04/25/2013
2018
Yes
Eliane AUGELET-PETIT
Board member representing employees
10/06/2014
2017
Enrico d'ORTONA
Board member representing employees
10/06/2014
2017
(1) Director representing a majority shareholder in the company

The proportion of independent members in the composition of the Board of Directors (7 out of 15) is greater than the one -third recommended by the AFEP-MEDEF Corporate Governance Code for companies; the proportion of women on the Board (6 out of 15) has reached 40%.

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Executive Committee

The Group’s General Management is supported by an Executive Committee comprising Imerys’s main operational and functional managers.

Specialist committees

Three specialist committees with a consultative role have been created, under the responsibility of the Board of Directors. Find out about their role and composition.

Internal control

The internal control system covers all companies in Imerys’s consolidation scope. Find out its fundamental principles.