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SUPERVISORY BOARD

The main task of the Supervisory Board, which is appointed by the shareholders, is to:

  • carry out ongoing supervision of the Company's management;
  • ensure that the Company has the resources it needs to assess and monitor its risk exposure.

To do this, the Supervisory Board meets regularly, and met four times in 2015. It reviews the financial position and operations of the Company and its subsidiaries, the annual and interim financial statements and the outlook for each of the Group's activities, and considers the work carried out by the committees.

AN INDEPENDENT BOARD WITH A FREQUENT AND STAGGERED TURNOVER

All Board members are independent.

In March 2016, the Board decided to change how frequently its membership is renewed in order to adopt a more flexible rate of around one-quarter each year (compared with one-third).

THE BOARD'S EXPERTISE COVERS THE GROUP'S MAIN BUSINESSES, ENABLING IT TO FULFIL ITS SUPERVISORY DUTIES

The Supervisory Board has always been committed to ensuring that its members are chosen for their managerial, financial, strategic and legal skills and experience, and their professional ethics, so as to be able to respond appropriately and fully to all the requirements needed for its supervisory role within the Lagardère group.

The Supervisory Board is chaired by Xavier de Sarrau, a lawyer specialising in governance issues. Xavier de Sarrau is an independent member.

A SUPERVISORY BOARD WITH COMMITTEES THAT HELP IT TO PREPARE AND ORGANISE ITS WORK

Two special committees have been set up:

Audit Committee

The Audit Committee carries out preparatory work for the Board, in particular with respect to reviewing the accounts and verifying the reliability and clarity of the information that will be provided to shareholders and the market, and with respect to monitoring the effectiveness of internal control systems and risk management procedures.

All Audit Committee members are independent and have financial and accounting experience. The Audit Committee is made up of five members and is chaired by Xavier de Sarrau.
Its operations comply with the standards of applicable regulations. Most of the Audit Committee’s meetings precede the meetings of the Supervisory Board by a few days so that the latter can be prepared efficiently.

Appointments, Remuneration and Governance Committee

Given the need for Supervisory Board members to have professional experience that helps them fulfil their supervisory duties (see above) while complying with governance rules in terms of independence, diversity etc., the Supervisory Board set up the Appointments and Remuneration Committee in 2010 to provide effective assistance in this area. The duties and composition of this committee were extended in 2015.

The Appointments, Remuneration and Governance Committee is made up of five members, all of whom are independent. It is chaired by François David.

The Appointments, Remuneration and Governance Committee uses an independent recruitment firm to carry out the search and selection of candidates in order to propose candidates for appointment to the Supervisory Board, as well as an external consultant to conduct a formal assessment of the Board every three years, for which it manages the process.

COMPLIANCE WITH THE AFEP-MEDEF CORPORATE GOVERNANCE CODE

The Supervisory Board of Lagardère SCA is committed to meeting the recommendations of the Afep-Medef Corporate Governance Code, which the Company has decided to adopt.

This is shown by:

  • the strong independence of the Supervisory Board;;
  • the presence of committees to prepare the Board’s work efficiently;
  • annual self-assessment of the Board and an external assessment every three years;
  • a maximum term of office of four years;
  • remuneration of Board members based on their attendance at meetings;
  • women making up 40% of the Supervisory Board;
  • a yearly Supervisory Board meeting not attended by the Managing Partners.

Members of the Supervisory Board

List of members of the Supervisory Board during 2015
    Date of first appointment
or re-appointment
End of current
term of office

Chairman of the Board
Chairman of the Audit Committee

Xavier de Sarrau
Independent member of the Board(1)
06 May 2014

2018 OGM(*)

Member of the Board
Member of the Audit Committee

Nathalie Andrieux
Independent member of the Board(1)
03 May 2016

2020 OGM(*)
Member of the Board Martine Chêne
Independent member of the Board(1)

06 May 2014 2017 OGM(*)

Member of the Board
Member of the Appointments,
Remuneration and Governance
Committee

Georges Chodron de Courcel
Independent member of the Board(1)
03 May 2016 2019 OGM(*)

Member of the Board
Member of the Audit Committee
Chairman of the Appointments,
Remuneration and Governance
Committee

François David
Independent member of the Board(1)
06 May 2014 2017 OGM(*)

Member of the Board

Yves Guillemot
Independent member of the Board(1)

06 May 2014 2018 OGM(*)

Member of the Board
Member of the Appointments,
Remuneration and Governance
Committee

Pierre Lescure
Independent member of the Board(1)
03 May 2016 2019 OGM(*)

Member of the Board

Jean-Claude Magendie
Independent member of the Board(1)

06 May 2014 2018 OGM8(*)
Member of the Board
Member of the Appointments,
Remuneration and Governance
Committee

Soumia Belaidi Malinbaum
Independent member of the Board(1)

03 May 2013

2017 OGM(*)
Member of the Board
Member of the Appointments,
Remuneration and Governance
Committee

Hélène Molinari
Independent member of the Board(1)

03 May 2016

2020 OGM(*)
Member of the Board
Javier Monzón
Independent member of the Board(1)

06 May 2014
 
2017 OGM(*)
Member of the Board
François Roussely
Independent member of the Board(1)

03 May 2016

2019 OGM(*)
Member of the Board
Member of the Audit Committee
Aline Sylla-Walbaum
Independent member of the Board(1)

03 May 2013 2017 OGM(*)
Member of the Board
Susan M. Tolson
Independent member of the Board(1)

05 May 2015

2019 OGM(*)

Member of the Board
Member of the Audit Committee

Patrick Valroff
Independent member of the Board(1)

06 May 2014 2018 OGM(*)
Secretary Laure Rivière-Doumenc    

 

(1) Under the AFEP-MEDEF corporate governance criteria applied by the Supervisory Board.
(*) The Ordinary General Meeting to be held in the year indicated to approve the financial statements for the previous year.

Press releases

2016/07/05

Half-year liquidity contract statement for Lagardère SCA

2016/07/04

Monthly information relating to the total number of voting rights and shares making up the share capital

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 ..."
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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.

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Financial information

The group's financial results, stock price, latest news, the calendar of upcoming events... Access all financial information related to Lagardère.