Published on 18/03/2019

Board of directors and General Management: proposals to renew directors and renewal of the General Management

The Board of Directors, based on the opinion of the Nomination and Corporate Governance Committee, will submit to the vote of the ordinary General Meeting dated 21st May 2019 the renewal of three Directors, for a four-year term: • Mr Frédéric Oudéa, Director since 2009 and Chief Executive Officer; • Mrs Kyra Hazou, independent Director since 2011, member of the Audit and Internal Control Committee and member of the Risk Committee; and • Mr Gérard Mestrallet, independent Director since 2015, Chairman of the Nomination and Corporate Governance Committee and member of the Compensation Committee.

If these resolutions are passed, the Board of Directors will be composed of 14 members including two Directors representing the employees elected by the employees in March 2018 for three years. It will comprise five women elected by the Meeting, i.e. 41.6% of its members elected by the shareholders and five foreigners. Its composition will be balanced in terms of expertise. The independent Directors’ rate will be of more than 91.6% (11/12) according to the calculation method of the AFEP-MEDEF Code which excludes the employees. The composition of the Committees will be unchanged.

Finally, at the close of the vote of the ordinary General Meeting dated 21st May 2019, the Board will renew the term of office of Frédéric Oudéa as Chief Executive Officer for four years, so that he may fully implement the strategic plan announced in 2017. The terms of office of Séverin Cabannes (Deputy Chief Executive Officer since 2008), Philippe Aymerich, Philippe Heim and Diony Lebot (Deputy Chief Executive Officers since May 2018) will also be renewed for four years.


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