The Board of Directors (with its three committees) and the Executive Committee, which together form the Group’s management bodies, are tasked with setting responsible strategy and overseeing its day-to-day implementation. Their members embody the diversity, expertise and commitment of our teams.
Governance:
from vision to action
The Board of Directors: architects of strategy
The Board of Directors is representative of Edenred’s industries and regions. Its role is to set the Group’s business strategy, including in CSR matters, and oversee its implementation. The Board is based on the values of independence (with 80% of members independent), gender balance (with 50% of members women) and diversity (in terms of culture and skills). Its rules of procedure are included in Edenred’s bylaws and the Internal Regulations of the Board of Directors, which form its governance charter.
Edenred’s Board of Directors met eight times in 2022.
Composition at December 31, 2022
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Bertrand Dumazy
Chairman and Chief Executive Officer of Edenred
- Chairman and Chief Executive Officer of Edenred
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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
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Sylvia Coutinho
Country Head of UBS Group Brazil
- Independent director
- Member of the Compensation, Appointments and CSR Committee
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Angeles Garcia-Poveda
Chairman of Legrand SA
- Independent director
- Member of the Compensation, Appointments and CSR Committee
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Maëlle Gavet
Chief Executive Officer of Techstars
- Independent director
- Member of the Commitments Committee
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Graziella Gavezotti
Employee-representative director
- Member of the Audit and Risks Committee
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Françoise Gri
Director of companies
- Member of the Commitments Committee
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Jean-Bernard Hamel
Employee-representative director
- Member of the Commitments Committee
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Jean-Romain Lhomme
Founder and director of Lake Partners Ltd.
- Independent director
- Chairman of the Commitments Committee
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Monica Mondardini
Chief Executive Officer of CIR S.p.A.
- Independent director
- Member of the Audit and Risks Committee
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Bernardo Sanchez Incera
Chairman of the Board of Directors of Coface SA
- Independent director
- Chairman of the Audit and Risks Committee
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Philippe Vallée
Executive Vice-President, Digital Identity & Security of Thales
- Independent director
- Member of the Commitments Committee
Director skills matrix (excluding the Chairman and Chief Executive Officer)
Three Board Committees lending expertise
The three Board Committees prepare the work and discussions of the Board of Directors in their respective areas. Made up of directors appointed for their particular skills, they submit their observations, opinions, proposals and recommendations to the Board on a regular basis.
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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. In particular, 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 met four times in 2022. In addition to its preparatory work for discussions on the parent company financial statements and the budget, the committee focused on risk mapping (including CSR risks), personal data protection, monitoring of the whistleblowing system, the update of the Group’s anti-corruption policy, and compliance and cybersecurity issues.
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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, changes in the membership of the Group’s management bodies and CSR issues.
The Commitments Committee met four times in 2022. It prepared the work of the Board of Directors on a number of issues, including corporate officers’ compensation, the diversity policy for management bodies, non-financial ratings and the 2050 net zero carbon objective.
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Commitments Committee
The Commitments Committee is primarily responsible for preparing Board meetings and making recommendations to the Board on transactions that may have a material impact on the Group’s strategy or lead to a material change in the Group’s business base.
The Commitments Committee met twice in 2022. Its work focused primarily on the progress of acquisitions made in 2020 and 2021, the Greenpass acquisition in Brazil and transactions currently under review.
The Executive Committee: responsible stewards
The Executive Committee brings together operational representatives from the Group’s main business lines and heads of corporate functions who provide expert support. It meets roughly twice a month. At February 2, 2023, the Executive Committee comprised ten members.
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Jacques Adoue
Executive Vice President, Human Resources and Corporate Social Responsibility
