At the Meeting, shareholders will be asked to approve the renewal of Sylvia Coutinho and Françoise Gri for further four-year terms, and to approve the appointment of Angeles Garcia-Poveda, Monica Mondardini and Philippe Vallée as directors, also for four-year terms.
The candidates were selected on the basis of individual experience, skills, and expertise, as per the criteria, defined by the Compensation and Appointments Committee and by the Board of Directors. The Board also sought to maintain balanced membership, both in terms of gender and international experience.
Françoise Gri, an independent director since 2010, Lead Independent Director, Vice-Chairman of the Board of Directors, and Chairman of the Compensation and Appointments Committee, will be put forward for renewal. A French national, Françoise Gri brings to the Board her expertise in B2B2C relations, digital technology, management and strategy. Thanks to her experience as a member of the Board of Directors, and to her role as Vice-Chairman, she can appreciate the Group’s various challenges, while leveraging on her good knowledge of the Company’s shareholder base.
Sylvia Coutinho, an independent director since 2016 and a member of the Compensation and Appointments Committee, will be put forward for renewal. A Brazilian national, Sylvia Coutinho provides the Board with the benefit of her expertise in finance and corporate social responsibility. Sylvia Coutinho has good knowledge of asset management, which is useful for the Group given its structurally negative working capital. Sylvia Coutinho also brings her international experience to the Board, and her in-depth knowledge of the Brazilian market – a key region for the Group.
Angeles Garcia-Poveda will be put forward for appointment as an independent director. A Spanish national, Angeles Garcia Poveda has developed expertise in strategy and talent management, notably while working at BCG (1993-2008), and in human capital, governance advisory, and management at Spencer Stuart (since 2008), where she led the EMEA region. She also has experience in governance of a listed company as both Chairman of the Board of Directors and member of the Strategy and Social Responsibility Committee of Legrand.
Monica Mondardini will be put forward for appointment as an independent director. An Italian national, Monica Mondardini has held several international management positions within the publishing (Hachette) and insurance (Generali) ; sectors, which have witnessed fast-paced digitalization. She also has experience in corporate governance as Deputy Director of GEDI Gruppo Editoriale (2009-2018), director of CIR S.p.A., a major industrial holding company listed on the Milan stock exchange, and director of Crédit Agricole (2010-2021), where she chairs the Appointments and Governance Committee.
Philippe Vallée will be put forward for appointment as an independent director. A French national, 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, Digital Identity and Security at Thales.
Furthermore, the term of office of Anne Bouverot, an independent director since 2010 and a member of the Commitments Committee, will expire at the General Meeting of May 11, 2021. Anne Bouverot has informed the Board of Directors of her wish not to stand for renewal. The Board therefore extends its warmest thanks to Ms. Bouverot for her dedication and her contribution to the work of the Board and the Commitments Committee, of which she was a member since 2010.
If these resolutions are adopted, the Board of Directors will have 14 members, of which two employee-representative directors. It will include five women appointed by the General Meeting (representing 41.6% of its shareholder-appointed members) and the proportion of independent directors will be more than 91% (11/12) based on the calculation method in the AFEP-MEDEF Code, which excludes employee-representative directors.