Governance

Committed governance to drive strategy

Edenred's management bodies are the Board of Directors, complimented by three committees and the Executive Committee. Through their complementary actions, they ensure that strategy and operational management are aligned. They are made up of men and women who, through their expertise and diversity, ensure Edenred's responsible and sustainable performance.

The Board of Directors: a vision for a sustainable future

The Board of Directors is tasked with determining Edenred’s strategic orientations, including CSR, and overseeing their effective implementation. It is distinguished by its quest for independence (with 90% independent members), gender diversity (with 50% women), cultural diversity (four nationalities represented) and diverse skill set (covering a broad spectrum of expertise). Its governance charter is based on its Internal Regulations and Edenred's bylaws.

In 2023, Edenred’s Board of Directors met eight times, with an attendance rate of 97%.

Membership at January 1, 2024

Bertrand Dumazy

Chairman and Chief Exec​utive Officer of Edenred

  • Chairman and Chief Executive Officer of Edenred
Dominique D'Hinnin

Lead Independent Director and Vice-Chairman of the Board of Directors

  • Independent director
  • Chairman of the Compensation, Appointments and CSR Committee
  • Member of the Audit and Risks Committee
Cédric Appert

Employee-representative director

  • Member of the Commitments Committee
Nathalie Balla

Chair of New R

  • Independent director
Sylvia Coutinho

Country Head of UBS Group Brazil

  • Independent director
  • Member of the Compensation, Appointments and CSR Committee
Angeles Garcia-Poveda

Chairman of Legrand SA

  • Independent director
  • Member of the Compensation, Appointments and CSR Committee
Maëlle Gavet

Chief Executive Officer of Techstars

  • Independent director
  • Member of the Commitments Committee
Graziella Gavezotti

Employee-representative director

  • Member of the Audit and Risks Committee
Jean-Romain Lhomme

Deputy Chief Operating Officer of Videlot and Chief Executive Officer of Imagine

  • Independent director
  • Chairman of the Commitments Committee
Monica Mondardini

Chief Executive Officer of CIR S.p.A.

  • Independent director
  • Member of the Audit and Risks Committee
Bernardo Sanchez Incera

Chairman of the Board of Directors of Coface SA

  • Independent director
  • Chairman of the Audit and Risks Committee
Philippe Vallée

Executive Vice President, Digital Identity & Security of Thales

  • Independent director
  • Member of the Commitments Committee
Edenred director skills matrix (excluding the Chairman and Chief Executive Officer)

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

Three permanent committees, providing support

These committees prepare the work and discussions of the Board of Directors in their respective areas of expertise and, where appropriate, examine certain issues at the initiative of the Chairman of the Board of Directors. Their members are appointed for their particular skills, they submit their observations, opinions, proposals and recommendations to the Board on a regular basis.

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. It ensures the truthfulness and fairness of Edenred’s parent company and consolidated financial statements, seeking to reduce risk exposure.

The Audit and Risks Committee convened four times in 2023. In addition to its preparatory work for discussions on the parent company financial statements andbudget, the committee focused on risk mapping (including CSR risks), protecting personal data, monitoring the anti-corruption policy and implementing business tools facilitating real-time transaction verification. Furthermore, it monitored compliance and cybersecurity issues.

Commitments Committee

The Commitments Committee is primarily responsible for preparing Board meetings and making recommendations on transactions with a significant impact on Edenred’s strategy or resulting in substantial alteration in its business base.

The five meetings held by the Commitments Committee in 2023 enabled the monitoring of transactions carried out in previous years and the acquisition of Reward Gateway, and the assessment other potential transactions.

Compensation, Appointments and CSR Committee

The Compensation, Appointments and CSR Committee’s responsibilities include making recommendations on executive corporate officers’ compensation and benefits, the performance share allocation policy and changes in the membership of management bodies and CSR issues.

Throughout its four meetings in 2023, this Committee undertook preparations the Board of Directors covering various topics, including corporate officers' compensation and the diversity policy for management bodies, and the policy on professional and pay equality. It also looked at non-financial ratings and the 2050 net zero carbon target, including the first action plans to reduce emissions.

The Executive Committee: responsible action

The Executive Committee meets approximately twice a month, assembling operational representatives from Edenred’s three main business lines and the heads of corporate functions who provide operational expertise. As of January 1, 2024, it comprised 10 members, including 3 women.

Jacques Adoue

Executive Vice President, Human Resources and Corporate Social Responsibility

Emmanuelle Châtelain

Vice President, Communications

Gilles Coccoli

Chief Operating Officer, Payment Solutions & New Markets

Diane Coliche

Chief Operating Officer, Mobility

Bertrand Dumazy

Chairman and Chief Executive Officer of Edenred

Arnaud Erulin

Chief Operating Officer, Benefits & Engagement

Constance Le Bouar

Executive Vice President, Strategy, Marketing & Transformation

Philippe Relland-Bernard

Executive Vice President, Legal and Regulatory Affairs

Julien Tanguy

Executive Vice President, Finance

Dave Ubachs

Executive Vice President, Global Technology