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Appointments, Remuneration and Governance Committee

Members (at 31 Dec. 2018)

  • François David (Chairman)
  • Georges Chodron de Courcel
  • Soumia Malinbaum
  • Hélène Molinari


At 31 December 2018, all of the Appointments, Remuneration and Governance Committee's members were independent.

Main tasks

  • Regarding Board and Committee membership:

- defining the selection criteria of future members;
- selecting and recommending Supervisory Board and Committee candidates 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 from Group companies. Under current laws, this concerns share options and performance shares and the proportion they represent of the executive corporate officers' 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 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;
- ensuring that an anti-discrimination and diversity policy exists within the Group's managing bodies.

  • Regarding sustainable development (CSR):
- examining the main labour, environmental and social 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 ESG data;
- 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 executive corporate officers or any other person of their choice when necessary.
The Chairman of the Committee reports to the members of the Board on the work conducted by the Committee.

Main activities in 2018

In 2018, the Committee met seven times with an average attendance rate of 92%. All members attended the meetings of 28 February, 25 April, 26 September and 7 December. 80% of members attended the other three meetings.

  • During its meeting in January, the Committee analysed the composition of the Board and the Board Committees and the independence of their members, prepared the re-appointment of the members whose terms of office were set to expire, and recommended to the Board a reduction in its size.
  • In February, the Committee reviewed and adopted the corporate governance report, and adopted its recommendations for the Board regarding the re-appointment of its members.
  • The Committee met for a first time in April after draft resolutions had been filed by a group of minority shareholders in order to examine the two proposed Board appointments and issue a recommendation to the Board. The Committee met for a second time at the end of April to review, ahead of the General Meeting, the main comments of proxy advisors and investors as regards the Supervisory Board.
  • In September, the Committee met for a first time to prepare the Supervisory Board concerning the review of a proposed Board appointment, and subsequently for its annual update on the latest developments in the Group's CSR roadmap in 2018. The Committee also approved its schedule and work plan for the coming year.
  • Lastly, at its meeting in December, the findings of the millennials study led by two Committee members were unveiled. The Group Secretary General also presented the remuneration policy for the Managing Partners and its various components and criteria. The Committee also reviewed the findings of the self-assessment focusing on the composition and operation of the Board and its Committees.

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 Deputy Director of Non-Financial Reporting and Environmental Responsibility.

Diary

Full-Year 2019 Results

Thursday, February 27, 2020

Arnaud Lagardère Editorial

"We achieved our objectives in 2018, delivering revenue and recurring EBIT in line with our forecasts, as in previous years. ..."
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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 divisions.

 

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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.