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Governance 05
Active committees
The Audit Committee informs the Board on the identification, evaluation and handling of the
principal risks to which the Group may be exposed. In particular, it ensures the suitability of methods used
for drawing up accounts. It advises and makes relevant recommendations to the Board , and participates
in the appointment of statutory auditors. It met four times in 2011, with 94% attendance.
4 members Philippe Lenain, Chairman, Norbert Dentressangle, Hubert Fèvre representing
FÉDÉRACTIVE, and Jérôme Wittlin representing VENELLE INVESTISSEMENT.
The Nominations and Remunerations Committee reports to the Board on its work and
makes recommendations regarding the composition of the Board, the terms of office of its members and
the organisation and structure of the Group. It also makes proposals to the Board on policy for the remuneration
of company officers, and on stock option plans. It met three times in 2011, with full attendance.
4 members: Jean-Noël Labroue, Chairman, Philippe Lenain, Pascal Girardot representing
FÉDÉRACTIVE, and Olivier Roclore representing VENELLE INVESTISSEMENT.
1 2 3 4 5 6 7
8 9 10 11 12 13 14
9- PHILIPPE LENAIN*
Independent Director, aged 75.
Former Vice-President and Director of Danone group.
1,650 shares held.
10- CÉDRIC LESCURE
Member of the Founder group,
member of FÉDÉRACTIVE, aged 44.
530,356 shares held
(of which 512,575 bare-owner shares).
12- JEAN-DOMINIQUE SENARD
Independent Director, aged 59.
Managing General Partner of the Michelin group.
13- VENELLE INVESTISSEMENT*
Member of the Founder group.
A family company, represented by Olivier Roclore,
aged 57.
7,461,243 shares held
(of which 7,443,341 usufruct shares).
At 31 December 2011,
Board members held 43.58%
of capital and 56.39%
of voting rights.
11- FRÉDÉRIC LESCURE
Member of the Founder group,
member of FÉDÉRACTIVE, aged 51.
46,265 shares held
(of which 39,270 bare-owner shares).
14- JÉRÔME WITTLIN*
Member of the Founder group,
member of VENELLE INVESTISSEMENT,
aged 52.
47,262 shares held (of which 330 bare-owner shares).
*Renewal proposed at
the AGM of 10 May 2012.