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Subcommittees of the Board


Five Committees assist the Board of Directors in its work. They are called on with regard to specific subjects in preparation for certain deliberations and transmit their recommendations on the decisions to be made. Each Committee is chaired by an independent Director.

 

 

 

The Audit Committee

 

Missions

 

  • Financial statements: review draft annual and half year financial statements, the activity and earnings report, oversee the relevance of accounting principles and rules, etc.
  • External control: appoint the Statutory Auditors; arbitrate disagreements between the Statutory Auditors and management, etc.
  • Internal control: evaluate the effectiveness and the quality of the Group’s internal control systems and procedures; internal control of the Company, etc.
  • Risks: financial position, cash position, significant risks and commitments of the Group.

 

Members

 

  • Aldo Cardoso*, Chairman,
  • Edmond Alphandéry*,
  • Thierry de Rudder*,
  • Olivier Bourges.

 

 

The Committee for Ethics, the Environment and Sustainable Development

 

Missions

 

  • Ensure respect for the individual and collective values on which GDF SUEZ bases its actions and for the rules of conduct that each of its employees must apply,
  • Ensure the necessary procedures are put in place, disseminated and applied to update the charters in force in the Group.

 

Members

 

  • Edmond Alphandéry*, Chairman,
  • Anne Lauvergeon*,
  • Jean-Paul Bailly,
  • Anne-Marie Mourer.

 

 

Strategy and Investment Committee

 

Missions

 

  • Give its opinion on the Group’s main strategic guidelines,
  • Make recommendations on all plans for external and internal growth, disposals, strategic agreements, alliances or partnerships,
  • Give its opinion on issues involving the creation and updating of industrial equipment, procurement policy and real estate projects.

 

Members

 

  • Thierry de Rudder*, Chairman,
  • Anne Lauvergeon*,
  • Pierre-Franck Chevet,
  • Olivier Bourges.

 

 

Compensation Committee

 

Missions

 

Make recommendations concerning:

 

  • The retirement and insurance protection scheme, in-kind benefits and the various pecuniary rights granted to the Chairman and Vice Chairman of the Board,
  • The compensation of the members of the Board,
  • The stock subscription and stock purchase options as well as the bonus shares granted free of charge to the executive vice presidents.

 

Members

 

  • Lord Simon of Highbury*, Chairman,
  • Jean-Louis Beffa*,
  • René Carron*,
  • Paul Desmarais*,
  • Olivier Bourges.

 

 

The Nomination Committee

 

Missions

 

  • Examine all applications for appointment to a position as Director or Adviser to the Board before submission to the Shareholders’ Meeting, and formulate an opinion and/or a recommendation,
  • As their term of office nears the end, prepare recommendations for the succession of the Chairman of the Board of Directors and the Executive Vice President & Chief Operating Officer.

 

Members

 

  • Jean-Louis Beffa*, Chairman,
  • René Carron*,
  • Paul Desmarais*,
  • Ramon Fernandez.

 

*Independent director.


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