The role of the lead independent Director and Vice-Chairman of the Board of Directors
Article 14 of the Company’s bylaws allows for the appointment by the Board of Directors of one or two Vice-Chairmen to lead Board meetings in the Chairman’s absence. The appointment of a Vice-Chairman is mandatory if the duties of Chairman of the Board of Directors and Chief Executive Officer are performed by the same person; in this case, the Vice-Chairman will also act as lead independent Director.
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Given its decision to combine the duties of Chairman and Chief Executive Officer, the Board of Directors decided to appoint an independent director as lead independent Director and Vice-Chairman of the Board of Directors. This position has been held by Mr Dominique D'Hinnin since May 11, 2022.
A preferred point of contact for independent directors
In addition to the role vested in he or she by the Company bylaws, the lead independent Director and Vice-Chairman acts as the preferred contact for the other independent directors.
Whenever necessary and at least once a year, he or she organizes a meeting reserved exclusively for independent directors to allow them to discuss certain issues outside full Board meetings; its logistics and costs are covered by the Company.
He or she establishes the agenda for these meetings and leads them. Each independent director has the ability to raise any issues not included on the agenda. Following these meetings, the lead independent Director can take the initiative to meet with the Chairman and Chief Executive Officer in order to inform him or her of all or some of the comments or preferences voiced by the independent directors. Where appropriate, he or she may also decide to comment on the work of the independent directors during full Board meetings.
A point of contact for shareholders not represented on the Board
The lead independent Director and Vice-Chairman also ensures that requests from shareholders not represented on the Board of Directors are answered, makes him or herself available to hear their comments and suggestions and, where possible, answers their questions after consulting the Chairman.
To that end, he or she has a specific email address, at which anyone who so chooses can submit comments or ask questions: dominique.dhinnin@edenred.com. The Board of Directors is informed by the Vice-Chairman about all of his or her contacts with shareholders.
Other responsibilities
The lead independent Director and Vice-Chairman is also responsible for supervising formal assessments of the Board of Directors' operations and work and approving the resulting report. He or she can interact with the Chairman and Chief Executive Officer to establish the agenda of Board meetings.
He or she approves the annual program of strategic topics that are to appear on the agenda of Board meetings once this program has been submitted by the Chairman and Chief Executive Officer. Lastly, he or she is in charge of handling any conflicts of interest that may arise within the Board of Directors.