-
81.8%
of independent members in 2025
-
45.5%
of members are women
-
5
meetings during the year
-
99%
of attendance rate
Group 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.
Executive Committee
Edenred's Executive Committee is responsible for implementing its strategy, defining its organization and operational processes and choosing its management teams.
With 10 members, the Executive Committee is made up of operational representatives from the Group's main business lines and functional managers who provide expertise to support operations.
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 11 members, including Bertrand Dumazy, Chairman and Chief Executive Officer of Edenred, Dominique D’Hinnin, lead independent director and Vice-Chairman of the Board of Directors, as well as two Employee Directors.
To find out more, consult the article I.4 of the Internal Regulations.
2025 Key figures
The members of the Edenred 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.
| Downloads | |
|---|---|
| Internal Regulations of the Board of Directors | PDF (284 KB) |
| Company by-laws | PDF (220 KB) |
| AFEP/MEDEF Corporate Governance Code of Listed Corporations | PDF (808 KB) |
The e-Quarter, headquarters of the Edenred Group
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
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 and sustainability information, monitoring the process used to determine the sustainability information to be published and checking that internal procedures for collecting and verifying information provide adequate assurance concerning the reliability and completeness of financial and sustainability 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 financial and sustainability information is accurate.
To find out more, consult the article III.2 of the Internal Regulations.
Chaired by Bernardo Sanchez-Incera, the Audit and Risks Committee is composed of 4 independent members (*) with specific skills in finance, accounting or statutory audit:
-
Bernardo Sanchez Incera*
Chairman of the Board of Directors of Coface SA
Bernardo Sanchez Incera*
Chairman of the Board of Directors of Coface SA
Born: 1960
SpanishHistory as a Director
- First elected as a director: May 11, 2022
- Re-elected: 1
- Current term expires: 2030 General Meeting
- Directorships of other listed companies: Coface SA, CaixaBank
Bernardo Sanchez Incera has international and managerial experience, for example in banking, credit and retail, including Société Générale (2009-2018), Monoprix (2004-2009), LVMH (2001-2003), Zara France (1996-1999), Banca Jover Spain (1994-1996) and Crédit Lyonnais (1992-1994). He is currently Chairman of the Board of Directors of Coface SA.
-
Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Born: 1959
FrenchHistory as a Director
- First elected as a Director: June 8, 2017 (co-opting)
- Re-elected: Twice (2020 and 2024 General Meetings)
- Current term expires: 2028 General Meeting
- Directorships of other listed companies: Kering, Cellnex
Dominique D’Hinnin is a graduate of École Normale Supérieure and École Nationale d’Administration. He began his career in 1986 with France's Inspection des Finances before joining Lagardère as Chief Internal Auditor in 1990. In 1993, he became Chief Financial Officer of Hachette Livre and went on to be named Executive Vice President of Grolier Inc (Connecticut, USA) in 1994. In 1998, he was appointed Chief Financial Officer of the Lagardère group, where he also held the position of co managing partner between 2009 and 2016.
After more than 25 years at Lagardère, Dominique D'Hinnin joined the Board of Directors of Eutelsat Communications, which he chaired from 2017 to 2025.
-
-
Kelly Richdale*
Independent director of companies
Kelly Richdale*
Independent director of companies
Born: 1969
Swiss, British and South AfricanHistory as a Director
- First elected as a Director: September 15, 2025 (co-opting)
- Re-elected: none
- Current term expires: 2029 General Meeting
- Directorships of other listed companies: none
Kelly Richdale is a graduate of Cambridge University and holds an MBA from INSEAD Business School as well as a CISSP (Certified Information Systems Security Professional) certification in cybersecurity.
Kelly Richdale began her career by co-founding A4Vision, which commercialised computer vision and biometric solutions for security markets, and served as its general manager for the Europe and Middle East region until 2007. Following successive acquisitions by Bioscrypt (Canada) and then L-1 Identity Solutions (United States), she held various operational management positions in both companies until 2010, when she joined ID Quantique to head the Quantum Safe Security division. From 2020 to 2022, she was part of the Swiss management team of Libra (later Diem), Meta’s blockchain-based crypto payment project. She was also a member of the Innovation Council of Innosuisse, the Swiss federal agency for science-based innovation, from 2016 to 2023, and an Executive Fellow of the World Economic Forum, working on artificial intelligence and quantum industry transformation from 2023 to 2025.
Since 2021, Kelly Richdale has been a senior advisor at SandboxAQ, where she provides support in the areas of artificial intelligence and cybersecurity. She has also been a member of the Board of Directors of Assura, a leading Swiss health insurance company, since 2022. Finally, she became a partner at deep tech venture capital firm Amadeus Capital Partners in 2024 and chairs Pimloc, a company active in the field of personal data protection and artificial intelligence.
-
Augustin de Romanet*
Independent director of companies
Augustin de Romanet*
Independent director of companies
Born: 1961
FrenchHistory as a Director
- First elected as a Director: October 23, 2025 (co-opting)
- Re-elected: none
- Current term expires: 2028 General Meeting
- Directorships of other listed companies: Scor
Augustin de Romanet is a graduate of the Institut d'Études Politiques (IEP) in Paris and a former student of the École Nationale d'Administration (ENA), from which he graduated in 1986 (Diderot class).
From 1986 to 1997, he held positions within the French Ministry of the Budget and, from 1999 to 2002, at Oddo et Cie. He held positions in various French ministerial offices between 2002 and 2005: Chief of Staff to Alain Lambert, Deputy Budget Minister; Deputy Chief of Staff to Francis Mer, Minister for the Economy, Finance, and Industry; Chief of Staff to Jean-Louis Borloo, Minister for Employment, Labor, and Social Cohesion; and Deputy Chief of Staff to Prime Minister Jean-Pierre Raffarin. From June 2005 to October 2006, he served as Deputy Secretary General to the President of the French Republic.
In 2006, he became Deputy Chief Financial Officer of Crédit Agricole SA and a member of its Executive Committee. From March 2007 to March 2012, he was CEO of Caisse des Dépôts et Consignations and chaired the Fonds stratégique d’investissement from 2009 to 2012.
From 2012 to February 2025, he served as Chairman & CEO of Groupe ADP.
Since June 2025, he has been an advisor to the general management of Eight Advisory.
Augustin de Romanet has also been Vice-Chairman of the Board of Directors and Chairman of the Sustainable Development Committee of SCOR since 2015. He has also been Chairman of the Board of Directors of the Paris Europlace association since 2018.He is an Officer of the Legion of Honor and has been awarded the French National Defense Medal.
-
100%
of independent members in 2025
-
4
meetings in 2025
-
93%
of attendance rate in 2025
-
1
Joint meeting with the Compensation, Appointments and CSR Committee in 2025
Commitments Committee
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.
Chaired by Philippe Vallée, the Commitments Committee is composed of 3 independent members (*):
-
Philippe Vallée*
Executive Vice President, Cybersecurity & Digital Identity of Thales
Philippe Vallée*
Executive Vice President, Cybersecurity & Digital Identity of Thales
Born: 1964
FrenchHistory as a Director
- First elected as a Director: May 11, 2021
- Re-elected: 1 (2025 General Meeting)
- Current term expires: 2029 General Meeting
- Directorships of other listed companies: none
Philippe Vallée has acquired recognized expertise in international management, digital technology, payment systems and IT security throughout his career, which began at Matra. He subsequently held different positions at Gemplus and then at Gemalto from 2006, where he was Chief Executive Officer between 2016 and 2019. Philippe Vallée is currently Executive Vice-President, Cybersecurity & Digital Identity at Thales.
-
Nathalie Balla*
Chair of New R
Nathalie Balla*
Chair of New R
Born: 1967
FrenchHistory as a Director
- First elected as a Director: October 16, 2023 (co-opting)
- Re-elected: 1 (2025 General Meeting)
- Current term expires: 2029 General Meeting
- Directorships of other listed companies: IDI, Criteo
Nathalie Balla is a graduate of ESCP-EAP business school in Paris and holds a PhD in Economics and Finance from the University of St. Gallen. Nathalie Balla began her career as an auditor with Price Waterhouse Switzerland from 1990 to 1991.
In 1992, she joined the Karstadt Quelle group, where she served as Managing Director of the Madeleine banner for Switzerland and Austria from 1996 to 1998. She then moved to Quelle Versand AG & Mode & Prix as Managing Director for Switzerland from 1998 to 2001, before serving at Quelle and Neckermann AG, in Germany, as a member of the Executive Committee in charge of international operations from 2001 to 2005.
From 2005 to 2008, she was Managing Director of Robert Klingel Europe, the fourth-largest distance selling company in Germany.She was appointed Chair and Chief Executive Officer of La Redoute in 2009. From 2014 to 2022, she was co-Chair of the La Redoute group and Relais Colis, alongside Éric Courteille.
-
Kristell Rivaille*
Vice President Marketing, Southern Europe & Emerging Markets of Google
Kristell Rivaille*
Vice President Marketing, Southern Europe & Emerging Markets of Google
Born: 1973
FrenchHistory as a Director
- First elected as a Director: May 7, 2025
- Re-elected: 0
- Current term expires: 2028 General Meeting
- Directorships of other listed companies: none
Kristell Rivaille began her career at Procter & Gamble in 1995, where she contributed to the success of several product launches with original positioning strategies. In 2000, she joined the consulting firm McKinsey & Company, first in Paris and then in New York. As Engagement Manager, she supported multinationals in a wide range of sectors (pharmaceuticals, technology, energy, etc.) in their growth and operational optimization challenges. Her expertise in digital marketing was further strengthened at PayPal (2007-2011), where she developed the company's global marketing strategy. In 2011, Kristell Rivaille joined Google as Marketing Director France before being promoted to Vice President Marketing for Southern Europe and Emerging Countries. She therefore has recognized experience and skills in the fields of strategy, marketing, payments and products.
-
75%
of independent members in 2025
-
1
meeting in 2025
-
100%
of attendance rate in 2025
Compensation, Appointments and CSR Committee
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, the policy of allocation of stock options or performance shares, the changes in the composition of the Company’s management bodies and CSR issues.
To find out more, consult the article III.4 of the Internal Regulations.
Chaired by Dominique D'Hinnin, the Compensation, Appointments and CSR Committee is composed of 3 members (2 of which are independent (*)):
-
Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Born: 1959
FrenchHistory as a Director
- First elected as a Director: June 8, 2017 (co-opting)
- Re-elected: Twice (2020 and 2024 General Meetings)
- Current term expires: 2028 General Meeting
- Directorships of other listed companies: Kering, Cellnex
Dominique D’Hinnin is a graduate of École Normale Supérieure and École Nationale d’Administration. He began his career in 1986 with France's Inspection des Finances before joining Lagardère as Chief Internal Auditor in 1990. In 1993, he became Chief Financial Officer of Hachette Livre and went on to be named Executive Vice President of Grolier Inc (Connecticut, USA) in 1994. In 1998, he was appointed Chief Financial Officer of the Lagardère group, where he also held the position of co managing partner between 2009 and 2016.
After more than 25 years at Lagardère, Dominique D'Hinnin joined the Board of Directors of Eutelsat Communications, which he chaired from 2017 to 2025.
-
-
Cédric Appert
Employee-representative director
Cédric Appert
Employee-representative director
Born: 1978
FrenchHistory as a Director
- First appointed as a Director: August 1st, 2023
- Re-appointed: 0
- Current term expires: 2027 General Meeting
- Directorships of other listed companies: none
A graduate of ICAM Engineering School and ESSEC, Cédric Appert joined the Group in 2008 as Corporate Finance Manager within the Mergers & Acquisitions department before holding the position of Financial Controller Central Europe and Scandinavia in 2013. He was appointed Head of Financial Control Europe and Africa in 2015. Between 2017 and 2020, he has been Chief Financial Officer for Edenred Germany and Austria.
In 2020, he became Financial Communications and Investor Relations Director. He was appointed director representing the employees by Edenred's social and economic committee in August 2023.
-
Sylvia Coutinho*
Director
Sylvia Coutinho*
Director
Born: 1961
BrazilianHistory as a Director
- First elected as a Director: March 23, 2016 (co-opting)
- Re-elected: 3 times (2017, 2021 and 2025 General Meetings)
- Current term expires: 2029 General Meeting
- Directorships of other listed companies: none
Sylvia Coutinho holds a degree in engineering and a post-graduate degree in economics from the University of São Paulo, as well as an MBA from Columbia University in New York. She started her career in 1984 at the banking group Citigroup, where she held several high-responsibility positions in Brazil and the United States. In 2003, she joined HSBC where she held senior positions in the wealth and asset management divisions, and notably became Head of Retail Banking and Wealth Management divisions for Latin America and Head of Global Asset Management for the Americas.
From 2013 to late 2024, Sylvia Coutinho served as the Country Head of the banking group UBS in Brazil, chaired UBS' Brazilian Executive Committee and was responsible for operations in Latin America.
-
100%
of independent members in 2025
-
4
meetings in 2025
-
100%
of attendance rate in 2025
-
1
Joint meeting with the Audit and Risks Committee in 2025