Governance presentation
Reiwa - Nexity's future head office - Saint-Ouen(Seine-Saint-Denis)
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The information contained in this document has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. Neither the Company, nor its shareholders, nor their advisors or representatives, nor any other person shall have any liability whatsoever for any loss arising from any use of this document or its contents or otherwise arising in connection with this document.
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The information, assumptions and estimates that the Company could reasonably use to determine its targets are subject to change or modification, notably due to economic, financial and competitive uncertainties. Furthermore, it is possible that some of the risks described in Chapter 2 of the Universal Registration Document filed with the AMF under number D.24-0287 on 16 April 2024 could have an impact on the Group's operations and the Company's ability to achieve its targets. Accordingly, the Company cannot give any assurance as to whether it will achieve its stated targets, and makes no commitment or undertaking to update or otherwise revise this information.
No assurance is given as to the fairness, accuracy, completeness or correctness of the information or opinions contained in this document.
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2
- Corporate governance
- Remuneration policy
- Financial authorizations
- Appendices
Green business park - La Garenne-Colombes(Hauts-de-Seine)
01
Corporate governance
Deloitte University EMEA - Bailly-Romainvilliers(Seine-et-Marne)
External evaluation of the Board of Directors in 2023
Work of the Board of Directors assessed by a consultant specialising in governance studies (Beyond)
under the supervision of the Senior Independent Director
Composition of the Board
Strengths:
- Adequate composition (number of seats and balance between independent and non independent directors)
- Financial profiles
Changes recorded by the Board:
- Expansion of the Board's skills in the context of future renewals
- Two directors with profiles that are both complementary and compatible with the other directors will be presented at the next AGM
- Strengthening of the integration programme for new directors
- Tailored integration pathways and targeted training
Board committee procedure
Strengths:
- Very positive assessment of the contribution of the Audit and Accounts Committee and the Remuneration, Appointments and CSR Committee
- This very high level of trust between the Board and these Committees enables
efficient decision-making during Board meetings
Recommendations:
- Creation of a dedicated CSR Committee
Changes approved by the Board:
- Committee created on 3 April 2024
- Positive assessment of the role and missions of the Board : high level of commitment and profesionalism
- Optimal preparation of the Committees
- Significant changes already agreed by the Board and effective immediately
- 2023 URD - §4.2.7 p196-197
5
News and issues to be addressed by the AGM in 2024
RESIGNATIONS / DEPARTURES
Myriam El Khomri | Karine Suzzarini |
Resignation on 14 December | Departure of the Board |
2023 due to her appointment as | due to the disposal of the |
Chairman of the Supervisory | property management to |
Board of CDC Habitat, preventing | individuals business to |
from any conflict of interest | Bridgepoint |
Proposal for the ratification of the | Ongoing replacement |
cooptation of Florence Verzelen as | To be appointed by the |
Director | Group Works Council held |
(5th resolution) | on 22 April 2024 |
END OF TERMS
Luce Gendry | Jérôme Grivet | Magali Smets | Luc Touchet |
End of term and loss of | End of term | End of term | End of term |
independence status. | |||
Luce Gendry didn't wish to | |||
stand for renewal | |||
Proposal for the nomination | Proposal of renewal | Proposal of renewal | Proposal for the nomination |
of Enrique Martinez as | (7th resolution) | (8th resolution) | of a Director representing |
Director | the shareholders' | ||
(6th resolution) | employees between | ||
2 profiles | |||
(9th & 10th resolutions) |
6
Separation of Vice-Chairman and Senior Independent Director roles
Separation of the roles after the departure of Luce Gendry
- This split strengthens the counter-power towards the Chairwoman of the Board
Vice-Chairman of the Board
Charles-Henri Filippi
Chairman of the Remuneration,
Appointments and CSR Committee
Profile:
- Independent
- Director since 2016
- Expertise : Strategy and investment, Governance, Real estate and real estate financing, Financial Services (banking and insurance), CSR
Senior Independent Director
Agnès Nahum
Chairwoman of the Audit and Accounts
Committee after the next AGM
Profile:
- Independent
- Director since 2015
- Expertise : Finance, Strategy and investment, Governance, Financial Services (banking and insurance), CSR
- Member of the Remuneration, Appointments and CSR Committee
- Member of the Strategy and Investment Committee
Main role
- Act in place of the Chairwoman of the Board if necessary (convene meetings, submit a draft agenda, chair meetings)
- May convene executive sessions
Main role
- Coordinates meetings of independent directors
- Supervises the formal assessment of the work of the Board of Directors
- Is the point of contact for Board members in the event of a conflict of interest
- In charge of the shareholders' requests who want a direct dialogue with members of the Board
- 2023 URD - §4.2.3 p190
7
2 new experienced directors with complementary profiles with the other
members of the Board
FLORENCE VERZELEN
Nomination as independant Director
A graduate of École Polytechnique et Corps des Mines, Florence Verzelen has worked for more than 20 years in international organisations in various sectors such as energy and software. In 2007, she was appointed Advisor in the Office of the Secretary of State for European Affairs to manage issues related to trade and industry. From 2008 to 2017, she held executive positions within the Engie group, first as Head of Acquisitions for the Exploration and Production business, then moving to Qatar to take over the Senior Management of GDF Suez Qatar. She then returned to a Corporate function as Director of the Group's Purchasing Performance Plan. Her final position at Engie was as Chief Operating Officer for Europe and Russia.
Since January 2018, she has been Executive Vice-President in charge of Industry, Marketing and Sustainability at Dassault Systèmes. She oversees the strategy, sales and operations of 12 industry segments served by Dassault Systèmes.*
* Listed company
ENRIQUE MARTINEZ
Nomination as independant Director
A graduate in Economics from IESE Business School in Madrid, Enrique Martinez began his career at Toys"R"Us. In 1998, he joined the Fnac group with the task of establishing and developing the brand in Portugal. He then held various positions within the Group between Spain and Portugal. In 2004, he became a member of the Executive Committee as Chief Executive Officer of the Iberian region. In 2012, he was called to France to lead the France and Northern Europe region (France, Belgium, Switzerland). Over a period of 19 years, Enrique Martinez made a significant contribution to the development of the Fnac group. In July 2016, he was entrusted with the task of merging the Fnac and Darty brands in France, which in just a few months would lead to the creation of the first synergies between the two brands.
Since July 2017, he has been Chief Executive Officer of Fnac Darty*.
* Listed company
- Complementarity profiles selected by Beyond, the external consultancy that also carried out the Board assessment
- Operational/business experience in different sectors of activity
- CSR and international dimension vs. a more financial profiles overall
- If approved, the Board will remain in fully compliant with the recommendations of the AFEP-MEDEF Code
50% | Women(1) | 60% | Independant Directors (1) | 4 | Respect for staggered terms of office |
years | |||||
1 In accordance with Afep-Medef Code - Directors representing the employees are not to be included in the calculation | 8 |
4 specialised committees of the board after the AGM of 23 May 2024
Audit and Accounts
Committee
Chairwoman: Agnès Nahum (independent)
Members :
Magali Smets (independent)
Soumia Belaidi-Malinbaum (independent)
CM Arkéa (Bertrand Blanpain)
Jérôme Grivet
Enrique Martinez (independent)
6 members
67% of independent members (1)
50% of women (1)
Remuneration and
Appointments Committee
Chairman: Charles-Henri Filippi (independent)
Members :
Agnès Nahum (independent)
Soumia Belaidi-Malinbaum (independent)
Bruno Catelin
4 members
100% of independent members (1)
67% of women (1)
new
CSR Committee
Chairwoman: Magali Smets (independent)
Members :
Soumia Belaidi-Malinbaum (independent)
Florence Verzelen (independent)
Enrique Martinez (independent)
4 members
100%of independent members (1)
75% (1)
Strategy and Investment
Committee
Chairwoman: Véronique Bédague
Members :
Agnès Nahum (independent)
Magali Smets (independent)
CM Arkéa (Bertrand Blanpain)
Jérôme Grivet
La Mondiale (Bruno Angles)
Charles-Henri Filippi (independent)
7 members
43% of independent members (1)
43% of women (1)
- 2023 URD - §4.2.6 p 193-196
1 In accordance with Afep-Medef Code - Directors representing the employees are not to be included in the calculation | 9 |
02
Remuneration policy
Secteur E du Village des athlètes - Les Belvédères- Saint-Ouen (Seine Saint Denis)
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Nexity SA published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 09:41:04 UTC.