SOMFY // 2022 Annual Report
04 REPORT ON CORPORATE GOVERNANCE
COMPOSITION OF THE BOARD OF DIRECTORS
At 31 December 2022, as at the date of preparation of this report, the SOMFY SA Board of Directors consisted of 11 members, including two members representing employees:
Name
Position Age Nationality
Date appointed
Date term ends
Audit and Risk Commit tee
Appoint ment and Remune ration Committee
Strategy Commit tee
Sustainable Develop ment Committee
Jean Guillaume Despature
Chairman 45
French 2 June 2021 2025 AGM -
Member Chairman Member
Independent member*
Paule Cellard
67
French 2 June 2021 2025 AGM Member
Member
-
-
Anthony Stahl
Member 49
French 2 June 2021 2023 AGM -
- Member
-
Marie Bavarel-Despature
Member 42 French-Swiss 2 June 2021 2024 AGM -
-
-
Member
Sophie Desormière
Independent member* Independent member* Independent member* Independent member* Independent member* Member representing employees Member representing employees
56
French 2 June 2021 2025 AGM -
- Member
-
Florence Noblot
59
French 2 June 2021 2025 AGM -
-
-
Chair
Bertrand Parmentier
67
French 2 June 2021 2024 AGM Member Chairman Member
-
Vincent Léonard
60
French 1 June 2022 2026 AGM Chairman
-
-
Member
Grégoire Ferré
44
French 1 June 2022 2026 AGM -
- Member
-
Bénédicte Miesch
49
French 4 March 2022 3 March 2026
-
-
-
-
Wandrille Henrotte
27 September 2022
26 September 2026
45
French
-
-
-
-
* The independence of Board members is characterised by a lack of significant financial, contractual, family or close connections that could affect their independence of judgement. The criteria for assessing their independence are the following: to have neither been, during the last five years, nor currently be, either an employee or an executive corporate officer of the company or a Group company; to have neither had, during the last two years, nor currently have a significant business relationship with the company or its Group (as customer, supplier, competitor, provider, creditor, bank, etc.); neither to be a significant shareholder in the company nor to hold a significant percentage of its voting rights; not to have a close relationship or family connection with a corporate officer or a significant shareholder; and not to have been, during the last six years, a Statutory Auditor of the company. Independence is about the way an individual understands and handles their own responsibilities, and therefore a matter of personal ethics and loyalty to the company and other Board members. It is the Board’s responsibility to assess the position of each of its members using the above criteria.
INFORMATION REGARDING TERMS OF OFFICE AND DUTIES DURING THE FINANCIAL YEAR — TERMS OF OFFICE AND DUTIES OF MEMBERS OF GENERAL MANAGEMENT DURING THE FINANCIAL YEAR Pierre RIBEIRO - Chief Executive Officer – ● Director of Asian Capital International Limited, Sino Global International Holdings Limited, Sino Link Trading Limited, New Unity Limited, Hong Kong CTLT Trade Co. Limited, SOMFY Kabushiki Kaisha, FIGEST BV and PROMOFI BV, ●Director, Vice-Chairman and Chief Executive Officer of SOMFY ACTIVITÉS SA, ● Permanent Representative of SOMFY ACTIVITÉS SA, Manager of Somfybat, ● Member of the Board of Directors of BFT SpA, ● Director of DSG Coordination Center SA.
Valérie DIXMIER - Deputy Chief Executive Officer – ● No other terms of office.
The above terms of office are exercised within unlisted Group companies, unless otherwise indicated.
TERMS OF OFFICE AND DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS DURING THE FINANCIAL YEAR Marie BAVAREL-DESPATURE - Member of the Board of Directors – ●Member of the Sustainable Development Committee of SOMFY SA, ● Member of the Supervisory Board of Damartex SA (company listed on Euronext Growth), ● Manager of FIDEP, ● Member of the Board of Trustees of the On Seniors’ Side Foundation (Damartex), ● Vice-Chair of the Équinoxe Foundation.
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SOMFY – ANNUAL REPORT 2022
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