Edenred’s governing bodies have responsively faced the challenges of the sanitary crisis, taking immediate action to protect the Group’s “5Cs” (collaborators, customers, costs, cash and CSR). Closing ranks with the teams, they also contributed directly to the Group’s relief initiatives.
More committed corporate
governance than ever
“More than Ever”: a tangible commitment
Having shored up its fundamentals, and fully in line with its CSR strategy of sharing fairly the benefits of growth, Edenred announced the creation of a relief plan in April 2020 to support its ecosystem through the consequences of the Covid-19 epidemic.
Named More than Ever, the plan represents a commitment of up to €15 million, funded by the 20% reduction in the 2019 dividend and the waiver by the Chairman and Chief Executive Officer and the members of the Board of Directors and Executive Committee of 25% of their compensation (as per the conditions laid out by French business association AFEP). More than Ever serves the following three priorities:
- protect Edenred employees in countries with little or no healthcare coverage or social safety net;
- support partner merchants – restaurant owners first among them – who have been directly impacted by strict stay-at-home orders around the world;
- provide assistance for clients and users of Edenred products, for example truck drivers.
These achievements demonstrate what it really means to be, more than ever, the everyday companion for people at work.
>60
“More than Ever” initiatives already supported
25
countries on 3 continents
The Board of Directors, ensuring a responsible strategy
The Board of Directors is representative of the industries and countries in which Edenred operates. Its role is to define the Group’s strategy and oversee its implementation. The Board is founded on the values of independence (90% independent members), gender balance (40% women), and diversity (of culture and skills). Its rules of procedure are included in the Internal Regulations of the Board of Directors, which form its governance charter.
Edenred’s Board of Directors met eight times in 2020, including for three extraordinary meetings relating to the Covid-19 pandemic.
Bertrand Dumazy
Chairman and Chief Executive Officer of Edenred
Françoise Gri
Lead Independent Director and Vice-Chairman of the Board of Directors
- Independent director
- Chairman of the Compensation and Appointments Committee
Jean-Paul Bailly
Chairman of the Supervisory Board of Europcar Mobility Group
- Independent director
- Chairman of the Commitments Committee
- Member of the Audit and Risks Committee
Anne Bouverot
Chairperson of the Board of Directors of Technicolor
- Independent director
- Member of the Commitments Committee
Sylvia Coutinho
Country Head of UBS Brazil and Head of UBS Wealth Management Latin America
- Independent director
- Member of the Compensation and Appointments Committee
Dominique D'Hinnin
Chairman of the Board of Directors of Eutelsat Communications S.A.
-
Independent director
-
Chairman of the Audit and Risks Committee
Gabriele Galateri di Genola
Chairman of Assicurazioni Generali S.p.A.
- Independent director
- Member of the Compensation and Appointments Committee
Maëlle Gavet
Edenred director
-
Independent director
-
Member of the Commitments Committee
Graziella Gavezotti
Employee-representative director
Jean-Bernard Hamel
Employee-representative director
Alexandre de Juniac
Director General and CEO of the International Air Transport Association (IATA)
- Independent director
Jean-Romain Lhomme
Director – Lake Partners Ltd.
- Independent director
- Member of the Audit and Risks Committee
Director skills matrix (excluding the Chairman and Chief Executive Officer)
Three specialized committees, providing support
When preparing its decisions, the Board of Directors is supported by three permanent committees comprising directors appointed for their specific skills. These committees report regularly to the Board on their work, and inform the Board of their observations, opinions, proposals or recommendations. If required, they also hold extraordinary meetings in response to special circumstances, as was the case in 2020.
Audit and Risks Committee
The Audit and Risks Committee is responsible, among other things, for ensuring that the accounting policies and preparation processes used for financial informatiion are appropriate and applied consistently from one period to the next. In par- ticular, it monitors the accuracy of financial information to ensure the reliability of Edenred’s parent company and consolidated financial statements, seeking to reduce risk exposure.
The Audit and Risks Committee met four times in 2020, focusing in particular on the impacts of the Covid-19 pandemic. In addition to its regular preparatory work for Board discussions on the parent company financial statements and the budget, the committee reviewed the risk map (including CSR risks) and the related remedial actions.
Commitments Committee
The Commitments Committee is notably responsible for preparing Board meetings and making recommendations to the Board on any transactions, regardless of the amount, likely to affect the Group’s strategy or result in a material change in the Group’s business scope.
The Commitments Committee met twice in 2020. They primarily focused on the follow-up of acquisitions made in 2019 and 2020 (such as The Right Fuelcard Company in the United Kingdom and Corporate Spending Innovations in the United States) and transactions under review.
Compensation and Appointments Committee
The Compensation and Appointments Committee’s responsibilities include making recommendations on executive corporate officers’ compensation and benefits, the performance share allocation policy and changes in the membership of the Group’s management bodies.
The Compensation and Appointments Committee met five times in 2020, including for one extraordinary meeting relating to the Covid-19 pandemic. During these meetings, the committee primarily prepared Board discussions on the Group’s CSR policy – in particular as regards employee skills development, equality and diversity – succession plans and appointments to the Board of Directors.
The Executive Committee, spearheading strategy
The Executive Committee brings together the operational representatives of the major regions of the world where Edenred does business and the heads of its corporate departments. At January 4, 2021, the committee comprised 11 members.
From left to right: Dave Ubachs (Executive Vice President, Global Technology), Philippe Relland-Bernard (Executive Vice President, Legal & Regulatory Affairs), Éric Sauvage (Executive Vice President, Marketing & Strategy), Julien Tanguy (Executive Vice President, Finance), Jacques Adoue (Executive Vice President, Human Resources & Corporate Social Responsibility), Bertrand Dumazy (Chairman and Chief Executive Officer of Edenred), Arnaud Erulin (Chief Operating Officer, Europe, Middle East & Africa), Emmanuelle Châtelain (Vice President, Communications), Antoine Dumurgier (Chief Operating Officer, Fleet & Mobility Solutions), Gilles Coccoli (Chief Operating Officer, Americas), and Patrick Rouvillois (Executive Vice President, Innovation & Asia-Pacific).
