2021 Universal Registration Document
CORPORATE GOVERNANCE
Administrative and management bodies
Jacob (Jake) Schwartz is a serial entrepreneur, investor and advisor. Until 2020, Jake Schwartz served as CEO of General Assembly. Jake co-founded and serves as Chair of Brave Health, a mission-driven company focused on expanding access to high-quality, affordable care for mental health and addiction. Jake was named E&Y Entrepreneur of the Year in 2014 and one of Crain’s “40 under 40” in 2015. Jake holds a BA from Yale and an MBA from The Wharton School of Business at the University of Pennsylvania. He is a former CFA Charterholder. Main remit The Audit Committee’s primary mission is to ensure that the accounting principles applied to the Company’s consolidated and statutory financial statements comply with current standards and are consistently applied. It is also tasked with ensuring that the internal consolidation procedures and controls yield financial statements that fairly represent business results. The Audit Committee’s review of the financial statements is accompanied by a presentation from the Statutory Auditors on their audit reports and the accounting methods chosen. It is also accompanied by a presentation from the Chief Financial Officer on: the Company’s risks and significant off-balance sheet items; ● and a review of the valuations and principles of on-balance sheet ● items which are based on market and economic valuations of the Company. The Audit Committee reviews the draft financial market communications and provides input and advice. It is responsible for: giving its opinion on the appointment of Statutory Auditors; as ● well as; attesting to the quality of the Auditors’ work and their ● independence. This includes verifying there is no potential conflict of interest between the Auditors and the Company. It interviews the Statutory Auditors, and the people responsible for finance, accounting, treasury, and Internal Audit & Risk Control. These interviews can be held, if the Committee so wishes, without the Company’s executive management in attendance. Furthermore, the Chair of the Audit Committee meets (alone) with the Statutory Auditors at least once a year. Key work in 2021 In 2021, the Audit Committee met eight times in the presence of its Chair and all other members ( i.e. attendance rate of 100%). Representatives from both audit firms attended the meetings that reviewed Company results. Whenever feasible, the meetings of the Audit Committee relating to the review of the financial statements are held several days prior to examination by the Board. This gives management time to make any necessary adjustments before the Board Meeting. The Audit Committee also regularly monitors the provisions and requirements relating to new accounting and financial rules applying to the Group and the Company’s action plan to meet these requirements. The Audit Committee also reviews any change to the: International Financial Reporting Standards; ● Internal Control structure; and ● any other financial reporting matters, including the Universal ● Registration Document.
In 2021, the Audit Committee also worked on: the Group’s Internal Control and Audit findings; ● the Group’s insurance coverage and costs; ● a request for proposal for External Auditors; ● the review of a newM&A process; ●
the new approach on risk management; ● the review of the Finance Organization; ● a Business Development review; ● against the background of the pandemic, reviewing related ● risks, cash collection & liquidity. In February 2022, the Audit Committee reviewed the 2021 financial statements and notes. They contained a presentation and review of risks, including social and environmental risks, and significant off-balance-sheet commitments as well as the accounting options chosen. Remuneration Committee b) Membership Elizabeth Bastoni – Chair (Independent Director); ● Maëlys Castella (Independent Director); ● Vincent Bedhome (Director representing employees). ● The Committee is considered to be composed of 100% Independent Directors as the Director representing employees is not taken into account to determine the percentage of Independent Directors. Main remit The role of the Remuneration Committee is to study, review and prepare the discussions of the Board of Directors on compensation policies and their implementation. The Remuneration Committee regularly reviews and challenges management proposals and, when relevant, makes recommendations to the Board of Directors regarding: the remuneration philosophy and policy for the Board of ● Directors, Chief Executive Officer and the Executive Vice-Presidents; the procedures underpinning the compensation and/or ● benefits for the Chair of the Board, the Chief Executive Officer and the Executive Vice-Presidents; the overall policy, budget and allocation of Directors’ ● remuneration; the inclusion and measurement of performance metrics ● related to incentives, in collaboration with the Audit Committee; the Long-Term Incentive Plans and any share-based program ● proposed for all team members, including the Company’s Executive Corporate Officers and Executive managers; and the competitiveness of the individual remuneration packages ● of Executive Committee members. The Committee is also kept informed of the application of the remuneration policy within the Group. The Committee annually contributes to the chapter in the Annual Report updating Shareholders on the remuneration of Executive Officers ( mandataires sociaux exécutifs ) and Non-Executive Directors ( mandataires sociaux non exécutifs ). It also reviews the relevant resolutions for the Shareholders’ Meeting.
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• BIC GROUP - 2021 UNIVERSAL REGISTRATION DOCUMENT •
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