NEOPOST - 2018 Registration document
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Corporate governance report
Board of directors
Departing directors
Catherine Pourre
Catherine Pourre was appointed director of Neopost S.A. at the General Meeting of 6 July 2010 and resigned her mandate on 24 September 2018. Catherine Pourre has worked extensively in the development of the Group's strategy.
Other mandates outside of the Group: director of Crédit Agricole S.A., a listed Paris company, director of CACIB S.A., director of SEB S.A., a listed company, as a permanent representative of the Strategic Equity Fund and director of CPO Services Sarl (Luxembourg), member of the Supervisory Board of Bénéteau S.A., a listed Paris company.
Other mandates in the Group: none.
Catherine Pourre holds 456 Neopost shares.
Independent directors
In accordance with the recommendations of the Afep-Medef code, the by-laws of the Board and its committees provide that the Board of directors and the committees be composed of a majority of directors deemed to be independent. The Afep-Medef code provides the following definition of an independent director: “A director is independent when he or she has no relationship of any kind whatsoever with the corporation, its group or the management of either that may color his or her judgement.”
Pursuant to the recommendations of this code, the remuneration and appointments committee issues annually its recommendation on the independence of the members of the Board of directors in light of these independence criteria. The last report was presented to the Board of directors on 25 March 2019. It confirmed that eight out of the ten directors on the Board on 31 January 2019 (80%) were independent. Consequently, all directors on the Board of Neopost S.A., with the exception of the Chairman and of the Chief Executive Officer, are independent.
Martha Bejar
Hélène Boulet-Supau
Eric Courteille
William Hoover Jr
Virginie Fauvel
Vincent Mercier
Richard Troksa
Nathalie Wright
Criteria
Not be an employee or executive irginie Fauvelcorporate officer of the Company, an employee, corporate officer or director of its parent company or of a company that it consolidates, and not have served in any of these capacities during the previous five years Not be an executive corporate officer of another company in which the Company holds, directly or indirectly, a position on the Board of directors, or in which an employee designated as such or an executive corporate director of the Company (either presently or within the last five years) Not be a major client, supplier, corporate banker or financial banker of the Company or the Group, or be an entity for which the Company or Group represents a significant percentage of business Not have close family ties with a corporate officer Not have been an Auditor of the Company in the previous five years Not have been a director of the Company for more than twelve years. The loss of status as independent director occurs after a period of twelve years. Not have received variable remuneration in cash or securities or any remuneration related to the Group's performance Not have participated in the controle of the Company, or hold more than 10%, in the capital or voting rights, of the Company.
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REGISTRATION DOCUMENT 2018 / NEOPOST
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