Committees of the Board of Directors
4 committees assist the Board of Directors in their decision making.
The strategic committee
Provides its opinion and makes recommendations to the Board of Directors on:
strategic orientations planned by the Board of Directors or proposed by the CEO, all projects for external and internal growth, sales of corporate assets, strategic agreements, alliances or partnerships submitted to the Board of Directors.
Under the chairmanship of Gérard Mestrallet, it includes:
- Nicolas Bazire
- Gilles Benoist
- Alain Chaigneau
- Gérard Lamarche
- Guillaume Pepy
- Olivier Pirotte
| | | In 2009, the Strategic Committee met twice, with an attendance rate of 87.50%, and examined the Company’s global strategy, its research and innovation policy, as well as various strategic development projects, specifically the project to acquire control all of Agbar’s water and environmental activities. | | |
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The Audit and Accounts committee
Assists the Board of Directors in ensuring the accuracy and veracity of the corporate and consolidated financial statements of SUEZ ENVIRONNEMENT, the quality of internal audits and information provided to shareholders and the market.
Chaired by Ezra Suleiman, an independent board member, it includes:
- Nicolas Bazire
- Gérard Lamarche
- Guillaume Pepy
- Olivier Pirotte
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In 2009, the Audit and Financial Statements Committee met eight times, with an attendance rate of 87.50%.
The main topics addressed by the Committee were as follows: examination of the financial statements as of December 31, 2008, the half-yearly statements as of June 30, 2009 and the quarterly statements, the financing and financial debt situation, and progress on the Compass cost optimization program.
The Committee also examined the 2008 annual report relating to the internal audit, and approved the internal audit plans for 2009 and 2010.
It analyzed and monitored the progress of the internal control plans defined with the Group’s major entities.
The Committee analyzed the risk mapping prepared by management and measures taken to manage the risks that were identified. The Committee regularly updates major cases of litigation underway.
It also approved in advance the tasks assigned to the Statutory Auditors outside their audit responsibilities.
The Statutory Auditors took part in meetings of the Audit and Financial Statements Committee.
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The Ethics and Sustainable Development Committee
Responsible for ensuring compliance with the individual and collective values on which SUEZ ENVIRONNEMENT bases its decisions and the rules of conduct for all employees.
Chaired by Guillaume Pepy, an independent board member, it includes:
- Gérald Arbola
- Lorenz d’Este
| | | In 2009, the Committee met three times, with an attendance rate of 100%.
The main topics addressed by the Committee were the Annual Report on Ethics relating to ethical procedures and actions, ethical warning measures, the Group health and safety policy, internal procedures (ethical charter, and Sponsorship and Marketing), and sustainable development issues (2008 assessment, internal control over environmental matters, environmental “risk” insurance). | | |
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The Appointments and Compensations Committee
Makes recommendations and proposals related to the salaries of senior management and the appointment of new directors. Sets the annual goals that act as a reference for determining the performance-related segment of the CEO’s salary.
Chaired by Lorenz d’Este, an independent board member, it includes:
- Amaury de Sèze
- Ezra Suleiman
| | | In 2009, the Nominations and Compensations Committee met seven times with an attendance rate of 90.5%.
The main issues addressed by the Committee were the compensation of the Chief Executive Officer (compensation, retirement plan, compensation for loss of office, unemployment coverage, and mutual and health insurance), the compensation of the twenty principal directors, resolutions relative to stock options, the allocation of bonus shares, directors’ fees, the independent status of directors, organizational changes presented by the Chief Executive Officer, the evaluation of the Board of Directors and issues of governance, in accordance with the delegation assigned to it by the Board of Directors, the global bonus share allocation plans, and the stock option and bonus share plans. | | |
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