Governance

Since it was listed on the Paris stock exchange in 2010, Edenred has been governed by the Group Executive Committee and the Board of Directors.

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Executive Committee Executive Committee

Edenred's Executive Committee is responsible for implementing its strategy, defining its organization and operational processes and choosing its management teams.

With 11 members, the Executive Committee is made up of operational representatives from the world's main regions and functional managers who provide expertise to support operations.

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Board of Directors Board of Directors

The Board of Directors determines the broad lines of the Company’s business activities and ensures their implementation in line with its corporate interest and taking into consideration the social and environmental stakes of its activities.

Subject to the powers that are expressly granted to the General Meetings of shareholders and within the limit of the corporate purpose, it takes charge of any question relating to the conduct of the Company’s business and addresses by way of its decisions the matters that concern it.

The Board of Directors has 12 members, including Bertrand Dumazy, Chairman and Chief Executive Officer of Edenred, Françoise Gri, lead independent director and Vice-Chairwoman of the Board of Directors, as well as two Employee Directors.

To find out more, consult the article I.4 of the Internal Regulations.

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90% of members are independent140% of board members are women15 meetings in 201998.2% of attendance rate in 2019

The members of the Edenred's Board of Directors wish to abide by the following operating rules, which constitute the Internal Regulations of the Board of Directors. These Internal Regulations form part of the market recommendations aimed at compliance with the fundamental principles of corporate governance and their objective is to supplement the articles of incorporation by specifying the Board of Directors’ organizational and operating procedures.

They may not be invoked by shareholders or third parties against the directors, the Company or any Edenred Group company.

They apply as needed to the observers appointed by the Board of Directors.

Internal Regulations of the Board of Directors (PDF, 195 KB)

Company by-laws (PDF, 169 KB)

AFEP-MEDEF Corporate Governance Code of Listed Corporations (PDF, 820 KB)

¹ Without taking into account the Employee Directors, in accordance with the AFEP-MEDEF Code recommendations.

The Board of Directors can decide to create committees for the purpose of studying questions that it or its Chairman submits for consideration and advice. The Board sets the structure and responsibilities of the committees, which carry out their activity on the Board’s responsibility. To date, Edenred's Board of Directors has established three permanent committees:

Audit and Risks Committee

100% of members are independent4 meetings in 2019100% of attendance rate in 2019

It is responsible for ensuring that the accounting methods applied for the preparation of the financial statements of the Company and the Group are appropriate and applied consistently from one period to the next. Its terms of reference also include monitoring the process of drawing up the financial information and checking that internal procedures for collecting and verifying information provide adequate assurance concerning the reliability and completeness of financial information as well as the control of Group’s risk exposure. It helps the Board of Directors to ensure the financial statements of the Company and the Group are true and fair and whether the reported information is accurate.

To find out more, consult the article III.2 of the Internal Regulations.

The Audit and Risks Committee is composed of 3 members with specific skills in finance, accounting or statutory audit:

Commitments Committee

100% of members are independent2 meetings in 2019100% of attendance rate in 2019

It is responsible for preparing Board of Directors meetings and making recommendations to the Board any and all transactions, regardless of the amount, likely to affect the Group’s strategy or resulting in a material change in the Group’s business scope (especially the entry in a new business or withdrawal from an existing business); any mergers, demergers or significant asset transfers of the Company; any change in the Company's corporate purpose; any and all (immediate or deferred) financial commitments, made by the Company or by one of the Group companies, representing more than 50 million euros.

To find out more, consult the article III.3 of the Internal Regulations.

The Commitments Committee is composed of 3 members:

Compensation and Appointments Committee

100% of members are independent4 meetings in 2019100% of attendance rate in 2019

It prepares the Board of Directors' decisions concerning the Directors’ compensation, the Chairman of the Board of Directors and the Chief Executive Officers’ (dirigeants mandataires sociaux) compensation and benefits, and the policy of allocation of stock options or performance shares. It also participates in preparing changes in the composition of the Company’s management bodies.

To find out more, consult the article III.4 of the Internal Regulations.

The Compensation and Appointments Committee is composed of 3 members: