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 12 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.

2021 Key figures

  • 80%

    of members are independent

  • 45%

    of members are women

  • 6

    meetings during the year

  • 96%

    of attendance rate in 2021

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.

Internal Regulations of the Board of Directors
Downloads
Internal Regulations of the Board of Directors PDF (222 KB)
Company by-laws PDF (183 MB)
AFEP-MEDEF Corporate Governance Code of Listed Corporations PDF (820 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 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.

Chaired by Bernardo Sanchez-Incera, the Audit and Risks Committee is composed of 4 members (3 of which are independent (*)) with specific skills in finance, accounting or statutory audit:

  • Dominique D'Hinnin*

    Lead independent director and Vice-Chairman of the Board of Directors

  • Graziella Gavezotti

    Employee Director

  • Monica Mondardini*

    Director of CIR S.p.A.

  • Bernardo Sanchez Incera*

    Chairman of the Board of Directors of Coface SA

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 Jean-Romain Lhomme, the Commitments Committee is composed of 5 members, 4 of which are independent (*):

  • Maëlle Gavet*

    Chief Executive Officer of Techstars

  • Françoise Gri

    Director of companies

  • Jean-Bernard Hamel

    Employee Director

  • Jean-Romain Lhomme*

    Founder and director of Lake Partners Ltd

  • Philippe Vallée*

    Executive Vice-President of Thales SA

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, all independent (*):

  • Sylvia Coutinho*

    Head of Wealth Management Latam & Country Head UBS Group Brazil

  • Dominique D'Hinnin*

    Lead independent director and Vice-Chairman of the Board of Directors

  • Angeles Garcia-Poveda*

    Chairman of the Board of Directors of Legrand

Decisions of the Board

Decisions of the Board
Downloads
Corporate officers' compensation policy approved by the 2022 General Meeting PDF (207 KB)
Decisions of February 21, 2022 PDF (134 KB)
Corporate officers' compensation policy approved by the 2021 General Meeting PDF (675 KB)
Additional information – 2021 General Meeting PDF (93 KB)
Decisions of March 1, 2021 PDF (97 KB)
Decisions of November 30, 2020 (Draft terms of conversion to a European company) PDF (356 KB)
Decisions of July 24, 2020 PDF (52 KB)
Corporate officers' compensation policy approved by the 2020 General Meeting PDF (236 KB)
Decisions of February 25, 2020 PDF (75 KB)
Decisions of February 20, 2019 PDF (74 KB)
Decisions of December 20, 2017 and February 19, 2018 PDF (97 KB)
2016 Registration Document extract PDF (732 KB)
Décisions of December 15, 2016 PDF (186 KB)
Decisions of February 10, 2016 PDF (241 KB)
Decisions of September 10, 2015 PDF (281 KB)
Decisions of July 30, 2015 PDF (109 KB)
Decisions of February 11, 2015 PDF (126 KB)
Decisions of February 11, 2014 PDF (132 KB)