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Appointments, Remuneration and Governance Committee
The Appointments, Remuneration and Governance Committee was created on 27 April 2010 by the Supervisory Board which decided on 11 March 2015 to extend its scope of duties to include governance and sustainable development matters and to change its internal rules. The Appointments, Remuneration and Governance Committee’s main tasks include the following:
- Regarding Board and Committee membership: - defining the selection criteria of future members,
- selecting and nominating Supervisory Board and Committee members for proposal to the Supervisory Board;
- Regarding remuneration: - monitoring, where relevant, any components of remuneration that are not paid under the agreement with Lagardère Capital & Management (which, being a related-party agreement is monitored by the Audit Committee) and may be allocated to Lagardère SCA’s corporate officers directly by Group companies. Under current laws, this concerns share options and performance shares and the proportion they represent of the Managing Partners’ total remuneration,
- proposing the overall amount of attendance fees to be paid to members of the Supervisory Board and Committees as submitted to the General Meeting, and the rules for determining and distributing the attendance fees, in particular based on members’ attendance at meetings;
- Regarding governance: - regularly reviewing the independence of Supervisory Board members in light of the independence criteria defined by the Supervisory Board,
- managing the annual assessment of the operations of the Board and its Committees,
- carrying out advance assessments of potential risks of conflicts of interest between Supervisory Board members and the Lagardère group;
- Regarding sustainable development (CSR): - examining the main social, societal and environmental risks and opportunities for the Group as well as the CSR policy in place,
- reviewing the reporting, assessment and monitoring systems allowing the Group to prepare reliable non-financial information,
- examining the Group’s main lines of communication to shareholders and other stakeholders regarding CSR issues,
- examining and monitoring the Group’s rankings attributed by ESG rating agencies.
The members of the Committee interview the Chairman of the Supervisory Board, the Managing Partners or any other person they may choose when necessary.
The Chairman of the Committee reports to the members of the Board on the work conducted by the Committee.
At 31 December 2015, the Appointments, Remuneration and Governance Committee comprised François David (Chairman), Georges Chodron de Courcel, and Pierre Lescure, as well as Soumia Malinbaum and Hélène Molinari who were appointed tothe Committee in March 2015 by the Supervisory Board after the Committee's scope was expanded. They are all independent members (see section 1 of this report).
In 2015, the Committee met four times and all members were present at each of the meetings.
During its meeting in February, the Committee analysed the composition of the Board and its Committees and the independence of its members, and prepared the re-appointment of Susan Tolson whose term of office was set to expire.
The Committee also reviewed the report of the Chairman relating to membership of the Supervisory Board, the application of the principle of balanced representation of women and men on the Board and the conditions under which the Board’s work is prepared and organised.
The Committee conducted the annual review of executives’ eligibility for free shares, examined the findings of the self-assessment of the membership and operation of the Supervisory Board and its Committees and decided to propose for 2015 an external assessment to the Board in accordance with the recommendations of the Afep-Medef Corporate Governance Code.
Lastly, the Committee considered its own future development and decided to propose to the Supervisory Board to extend the scope of its activities to include governance and sustainable development matters, increase its membership and change its name accordingly.
During its meeting in April, the Committee launched the external assessment of the Supervisory Board and its Committees, and in preparation for the General Meeting, examined the comments of the principal proxy advisors and investors with respect to the Supervisory Board.
In September, the Sustainable Development Officer presented the methods for determining Lagardère SCA's ESG rating and the Group Secretary General presented the remuneration policy for the Managing Partners and its various components and criteria.
During its meeting in November, the Committee reviewed the findings of the external assessment of the operation of the Supervisory Board and its Committees and gave a progress report on the 2015-2020 CSR roadmap.
These meetings took place in the presence of the Group Secretary General and, when discussions fell within their areas of expertise, the Corporate Social Responsibility Director and the external consultant responsible for performing the assessment of the Supervisory Board.
Arnaud Lagardère Editorial"The Lagardère group is forging ahead with its transformation and we are delivering on our commitments, as demonstrated by our solid operating and financial performance in 2015, especially the sharp improvement in profitability ..."
The group's activities
The Lagardère group is a global leader in content publishing, production, broadcasting and distribution, whose powerful brands leverage its virtual and physical networks to attract and enjoy qualified audiences.
The Group's business model relies on creating a lasting and exclusive relationship between the content it offers and its customers.
It is structured around four business lines.