The Board of Directors’ report on corporate governance has been prepared in accordance with the provisions of Articles L.225-37-4 and L.22-10-8 to L.22-10-11 of the French Commercial Code (Code de commerce).

 

6.1 Corporate governance

Edenred’s system of corporate governance is based on the AFEP-MEDEF Corporate Governance Code for listed companies (the “AFEP-MEDEF Code”), which was updated in January 2020. The code is available on the website of the High Committee for Corporate Governance (https://hcge.fr), from the issuing organizations or at the Company’s registered office.

The Company’s practices comply with the recommendations contained in the AFEP-MEDEF Code, with the exception of part of Article 18.1, which recommends that an employee-representative director be a member of the Compensation Committee.

It should be noted that the meetings of the Compensation and Appointment Committee are the subject of a detailed report systematically given to the directors before each Board meeting. The employee-representative directors are therefore informed of the issues raised in a precise manner and have the possibility of expressing their views on the subjects discussed during the Board meeting. In addition, the Board of Directors and the Compensation and Appointments Committee discussed the possibility of appointing the employee-representative directors to one of the Board Committees. After reviewing the skills and areas of expertise of each of the said directors, the appointment of Mr. Jean-Bernard Hamel to the Commitments Committee will be discussed at the next meeting of the Compensation and Appointments Committee for proposal to the Board of Directors. The Compensation and Appointments Committee and the Board of Directors continue their reflections on this subject as to Ms. Graziella Gavezotti following her appointment as second employee-representative director (designated by the Social and Economic Council as from June 1st, 2020).

Since April 9, 2010, Edenred has been organized as a société anonyme (limited liability company) administered by a Board of Directors.

As provided for in the applicable regulations, on June 29, 2010, the Board of Directors decided to combine the functions of Chairman of the Board of Directors and Chief Executive Officer and confirmed this decision on September 10, 2015 when Mr. Bertrand Dumazy was appointed Chairman and Chief Executive Officer and on May 3, 2018 when his term of office as director was renewed. The Board considers that this governance structure is best aligned with the Company’s needs, because it ensures the high level of strategic and operational responsiveness required by a global technological organization. The Chairman and Chief Executive Officer does not receive any compensation in his capacity as a director and Chairman of the Board.

Article 14 of the Company’s bylaws allows for the appointment by the Board of one or two Vice-Chairmen to lead Board meetings in the Chairman’s absence. Furthermore, under Article I.6 of the Board of Directors’ Internal Regulations, the Vice-Chairman may also act as Lead Independent Director provided he or she qualifies as an independent director in accordance with the criteria disclosed by the Company. In addition, the Board of Directors must appoint a Vice-Chairman if the Chairman is also the Chief Executive Officer, in which case the Vice-Chairman will also serve as Lead Independent Director. In light of its decision to combine the functions of Chairman and Chief Executive Officer, the Board has appointed an independent director as Vice-Chairman of the Board and Lead Independent Director.