Shareholders will be asked to approve the renewals of Bertrand Dumazy, Maëlle Gavet and Jean-Romain Lhomme as directors for further four-year terms, and to approve the appointment of Bernardo Sanchez Incera as director, also for a four-year term.
Bertrand Dumazy, Chairman and Chief Executive Officer and a director since 2015, will be put forward for a new term as director. A French national, Bertrand Dumazy has a strong experience in digital transformation. He also has in-depth knowledge of the international markets on which the Group operates and has been a key player in the fast, far-reaching digital transformation of Edenred’s businesses. His management skills, honed in positions at several global companies, continue to be essential for the Group’s development.
Provided that his term of office is renewed by the General Meeting, the Board of Directors plans to confirm Bertrand Dumazy’s appointment as Chairman of the Board of Directors and Chief Executive Officer of Edenred.
Maëlle Gavet, an independent director since 2014 and a member of the Commitments Committee, will be put forward for a new term as director. A French national, Maëlle Gavet has extensive expertise in digital platforms. She has over 15 years of experience in the technology and digital industries as well as excellent knowledge of the US market. She brings to Edenred’s Board of Directors her knowledge and expertise on these subjects, which are perfectly in line with the Group’s strategy.
Jean-Romain Lhomme, an independent director since 2013 and a member of the Audit and Risks Committee, will be put forward for a new term as director. A French national, Jean-Romain Lhomme has developed strong skills in investment and asset management. He has in-depth knowledge of Edenred’s businesses and brings to the Board of Directors his expertise in asset management and technology investments.
Bernardo Sanchez Incera will be put forward for appointment as an independent director. A Spanish national, Bernardo Sanchez Incera has international management experience in banking, credit, retail and other industries. He is currently Chairman of the Board of Directors of Coface SA. He joined Société Générale in 2009, where he served as Deputy Chief Executive Officer from January 2010 to May 2018. Prior to that, he was Chief Executive Officer of the Monoprix group from 2004 to 2009, Chief Executive Officer of Vivarte from 2003 to 2004, Chairman of LVMH Mode & Maroquinerie Europe from 2001 to 2003 and International Director of the Inditex group from 1999 to 2001. Bernardo Sanchez Incera was also Chief ExecutiveOfficer of Zara France between 1996 and 1999, after having served as Chief Executive Officer of Banca Jover Spain from 1994 to 1996 and as Director and Board member of Crédit Lyonnais in Belgium from 1992 to 1994. He began his career as a business operator and Deputy Director of the La Défense business center at Crédit Lyonnais in Paris from 1984 to 1992. A graduate of Institut d’études politiques de Paris (Sciences Po), Bernardo Sanchez Incera holds an MBA from INSEAD and a master’s degree in economics.
His skills and background as well as his experience in the governance of listed companies will therefore be an asset to the Company’s Board of Directors.
- the terms of office of Jean-Paul Bailly and Gabriele Galateri di Genola as independent directors, held since 2010, will expire at the close of the General Meeting of May 11, 2022. In view of the age limit stipulated in the Company’s bylaws and the loss of the status of independent director as from the twelfth year under the AFEP-MEDEF Code, Jean-Paul Bailly and Gabriele Galateri di Genola will not be put forward for renewal. The Board of Directors extends its warmest thanks to them for their dedication and their contribution since 2010 to the work of the Board and of the committees of which they were members;
- Edenred’s Social and Economic Council has renewed Jean-Bernard Hamel’s appointment as employee-representative director for a term that will expire at the close of the General Meeting in 2026 to decide on the financial statements for the previous financial year.
If these resolutions are adopted, the Board of Directors will have 12 members, of which two employee-representative directors. It will include five women appointed by the General Meeting (representing 50% of its shareholder-appointed members) and the proportion of independent directors will be 80% (8/10) based on the calculation method in the AFEP-MEDEF Code, which excludes employee-representative directors.
Lastly, regarding the role of Lead Independent Director and Vice-Chairman of the Board of Directors, Françoise Gri will no longer be considered independent as of June 2022 based on the independence criteria adopted by the Board of Directors and derived from the AFEP-MEDEF Code, as she will have been a director for more than 12 years. The Board of Directors has therefore decided to appoint Dominique D’Hinnin (independent director since 2017) to replace her as Lead Independent Director and Vice-Chairman of the Board of Directors as of the close of the General Meeting of May 11, 2022.