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SUPERVISORY BOARD

The Supervisory Board is appointed by the shareholders. Its main duties are:

  • ensuring the ongoing supervision of the Company; and
  • verifying that the Company has the resources to assess and monitor its risk exposure, and more generally to guard against risks to the extent possible.

To fulfil its duties, the Supervisory Board meets regularly (in 2019, it held four meetings) to review the financial position and operations of the Company and its subsidiaries, the annual and interim financial statements and the broad outlook for each of the business activities. The Board is also informed of the work undertaken by its committees.

AN INDEPENDENT BOARD WITH A STAGGERED AND FLEXIBLE APPOINTMENT PROCESS

The Board is composed of nine members, all are independent. Two additional members representing the Group's employees will join the Board before the end of 2020.

Approximately one-quarter of Board members are replaced or re-appointed each year, for a maximum term of four years.

A COMPETENT SUPERVISORY BOARD WITH COMBINED EXPERTISE ENCOMPASSING THE GROUP'S MAIN BUSINESSES

The Supervisory Board has always been committed to ensuring that its members are chosen first and foremost based on their expertise and experience (managerial, financial, strategic and legal) as well as their professional ethics, so as to be able to respond appropriately and comprehensively in the performance of its supervisory duties.

Consequently, the Board comprises members with varied and complementary professional backgrounds and expertise enabling them to discharge their duties while complying with best corporate governance practices (independence, diversity, etc.). Its Chairman is Patrick Valroff, who is an independent member.

Conseil de surveillance

STANDING COMMITTEES TO HELP PREPARE AND ORGANISE THE BOARD'S WORK

Three committees have been set up to prepare and organise the Board's work:

Audit Committee

The Audit Committee carries out preparatory work for Board meetings, particularly reviewing the financial statements and verifying the reliability and understandability of the information provided to shareholders and to the markets, as well as monitoring the effectiveness of the internal control systems and risk management procedures.

All of the Audit Committee members have expertise in finance or accounting, and are independent members. The Audit Committee has four members and is chaired by Patrick Valroff. Its operation complies with the applicable standards and regulations. Most Audit Committee meetings take place a few days in advance of Supervisory Board meetings, to ensure that they are efficiently prepared.

Appointments, Remuneration and CSR Committee

The Appointments, Remuneration and CSR Committee also carries out preparatory work for the Board, but on matters dealing with its membership - including identifying and selecting Board candidates - remuneration, governance and sustainable development/CSR.Under its oversight, the Appointments, Remuneration and CSR Committee is supported by an independent recruitment firm to identify and select candidates for appointment to the Supervisory Board, as well as by an external consultant to conduct formal assessments of the Board every three years.

This external assessment was carried out in 2019.

It comprises four members, all of whom are independent, and is chaired by Gilles Petit.

Strategy Committee

The Supervisory Board decided on 27 February 2020 to create a Strategy Committee in order to prepare and clarify its work relating to checks of business conduct.

It comprises four members, all of whom are independent, and is chaired by Guillaume Pepy.

COMPLIANCE WITH THE AFEP-MEDEF CORPORATE GOVERNANCE CODE

Lagardère SCA's Supervisory Board is committed to meeting French corporate governance best practices in

the form of the recommendations of the Afep-Medef Corporate Governance Code, which the Company has decided to adopt.

This is illustrated by:

  • the Supervisory Board's pronounced independence;
  • the existence of Board committees to efficiently prepare its work;
  • the annual self-assessment of the Board, and an external assessment every three years;
  • the maximum term of office of four years;
  • remuneration of Board members based onattendance at meetings; and
  • two Board meetings each year that are not attended by the Managing Partners.

Supervisory Board Key Figures
Supervisory Board expertises

List of members of the Supervisory Board at the end of the Shareholders' Meeting of May 5, 2020

    Date of first appointment
or re-appointment
End of current
term of office

Chairman of the Board
Chairman of the Audit Committee
Member of the Strategy
Committee

 

Patrick Valroff

3 May 2018 2022 OGM(*)

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

 

Jamal Benomar


10 May 2019  
2023 OGM(*)

Member of the Board

 

Yves Guillemot


3 May 2018 2022 OGM(*)

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

 

Soumia Malinbaum
4 May 2017 2021 OGM(*)

Member of the Board
Chairman of the Strategy
Committee
Member of the Audit Committee

 

Guillaume Pepy  05 May 2020  2024 OGM(*)

Member of the Board
Chairman of the Appointments,
Remuneration and CSR
Committee
Member of the Strategy
Committee

 

Gilles Petit
10 May 2019
2023 OGM(*)

Member of the Board
Member of the Strategy
Committee

 

Nicolas Sarkozy
27 February 2020(1)
2022 OGM(*)

Member of the Board
Member of the Audit Committee
Member of the Appointments,
µRemuneration
and CSR Committee

 

Aline Sylla-Walbaum

4 May 2017 2021 OGM(*)

Member of the Board
Member of the Audit Committee

 

Susan M. Tolson
10 May 2019 2023 OGM(*)
Secretary

Laure Rivière-Doumenc


 

 


(*) The Ordinary General Meeting to be held in the year indicated to approve the financial statements for the previous year.
(1) Nomination effective 28 February 2020.

Press releases

2020/07/03

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

2020/06/23

Press release

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

Created in 1992, Lagardère is an international group with operations in more than 40 countries worldwide. It employs over 30,000 people and generated revenue of €7,211 million in 2019.

Under the impetus of the Group's General and Managing Partner, Arnaud Lagardère, in 2018, the Group launched a strategic refocusing around two priority divisions: Lagardère Publishing and Lagardère Travel Retail.

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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.