The Board meets as often as the interests of the Group require. In 2017, the Board met six times (excluding the Directors’ strategy seminar mentioned below), with an attendance rate of 90% (85% in 2016).
The main issues addressed included a business review, the financial situation and earnings (review of the annual, half- year and quarterly results, and analysis of earnings forecasts), the Group’s financing situation (debts, available cash, bond issue and renewal of the securitization program), the renewal of the share buyback program, governance (change of the composition of the Board of Directors and Committees and evaluation of the organization and functioning of the Board and Committees), the acquisition, in the scope of a partnership with the Caisse de dépôt et de placement du Québec (CDPQ), of GE Water & Process Technologies business activities, its financing (bridge loan, capital increase and senior and hybrid bond issues) and its integration through the creation of the new Water Technologies and Solutions business unit, as well as the implementation of the Sharing 2017 employee shareholding plan.
The Board also renewed the Chief Executive Officer’s annual authorization to issue securities, endorsements and guarantees, and approved guarantee projects of amounts greater than the Chief Executive Officer’s authorization threshold. Finally, it regularly reviewed the work of its various Committees.
Five Committees support the Board of Directors in its decisions: the Audit and Financial Statements Committee, the Appointments and Governance Committee, the Compensation Committee, the Strategy Committee and the Ethics and Sustainable Development Committee.
This Committee assists the board of directors in ensuring the accuracy and veracity of our corporate and consolidated financial statements, the quality of internal audits and information provided to shareholders and the market.
Chaired by Guillaume Pepy, an Independent Director, it includes:
Chaired by Delphine Ernotte Cunci, an Independent Director, it includes:
In 2017, the Committee met three times, with an attendance rate of 93%.
The Committee reviewed the variable compensation of the Chief Executive Officer, compensation of the Management Committee and the amounts and distribution of directors’ fees, as it does yearly. The Committee examined the long-term compensation in cash plan, as well as the exceptional compensation plan envisaged in the context of the acquisition of GE Water. Finally, the Committee monitored the implementation of the Sharing 2017 employee shareholding plan.