Edenred's headquarters

Dynamic, committed
governance

Our Group’s management bodies, architects of its transformation and leaders of its responsible strategy, embody the diversity and expertise that underpin Edenred’s sustainable and profitable growth. Working closely alongside teams around the world, they played a major role in Edenred’s historic performance in 2021, despite the challenges of the ongoing health crisis.

The Board of Directors, strategic decision-makers

The Board of Directors is representative of the industries and countries in which Edenred operates. Its role is to define the Group’s business strategy and oversee its implementation. The Board is based on the values of independence (with 91% of members independent), gender balance (with 45% of members women) and diversity (in terms of culture and skills). Its rules of procedure are included in Edenred’s bylaws and the Internal Regulations of the Board of Directors, which form its governance charter.

Edenred’s Board of Directors met six times in 2021 (five scheduled meetings and one extraordinary meeting relating to the corporate purpose).

Membership at December 31, 2021

Director skills matrix  (excluding the Chairman and Chief Executive Officer)

Director skills matrix

Three permanent committees, lending expertise

The three Board committees are responsible for preparing the work and discussions of the Board of Directors in various areas. Made up of directors appointed for their particular skills, they report regularly to the Board on their work, and inform the Board of their observations, opinions, proposals and recommendations.

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 information are appropriate and applied consistently from one period to the next. In particular, it monitors the accuracy of financial information to ensure the truthfulness and fairness of Edenred’s parent company and consolidated financial statements, seeking to reduce risk exposure.

The Audit and Risks Committee met four times in 2021. In addition to its preparatory work for discussions on the parent company financial statements and the budget, the committee focused on the impact of the health crisis, risk mapping (including CSR risks), the preparation and implementation of Edenred’s anti-corruption policy, and compliance and cybersecurity issues.

Compensation, Appointments and CSR Committee

This committee, known as the Compensation and Appointments Committee until February 2022, has responsibilities that include making recommendations on executive corporate officers’ compensation and benefits, the performance share allocation policy, changes in the membership of the Group’s management bodies and CSR issues.

The Compensation, Appointments and CSR Committee met five times in 2021 (four scheduled meetings and one extraordinary meeting for the selection of new directors). During these meetings, the committee prepared discussions on the Group’s CSR policy – on employee skills development, equality and diversity, for example – as well as succession plans and the Edenred employee survey carried out in 2021.

Commitments Committee

The Commitments Committee is notably responsible for preparing Board meetings and making recommendations to the Board on any transactions likely to affect Edenred’s strategy or result in a material change in the Group’s business scope.

The Commitments Committee met three times in 2021. Its work focused on monitoring acquisitions made in 2019 and 2020 and transactions currently under review.

The Executive Committee, spearheading responsible growth

The Executive Committee brings together operational representatives from the Group’s main business lines and heads of corporate functions who provide operational expertise. At January 6, 2022, the committee comprised ten members.
 

From left to right: Jacques Adoue (Executive Vice President, Human Resources & Corporate Social Responsibility), Philippe Relland-Bernard (Executive Vice President, Legal & Regulatory Affairs), Dave Ubachs (Executive Vice President, Global Technology), Éric Sauvage (Executive Vice President, Marketing & Strategy), Emmanuelle Châtelain (Vice President, Communications), Bertrand Dumazy (Chairman and Chief Executive Officer of Edenred), Gilles Coccoli (Chief Operating Officer, Payment Solutions & New Markets), Arnaud Erulin (Chief Operating Officer, Employee Benefits Solutions), Jean-Urbain Hubau (Chief Operating Officer, Fleet & Mobility Solutions), Julien Tanguy (Executive Vice President, Finance).

Edenred Executive Committee