Corporate governance

Antalis International complies with the provisions of the AFEP-MEDEF corporate governance code.

The company is a société anonyme with a Board of directors.

In order to guarantee an organisation that would best serve the company’s interests, the Board of directors, at its first meeting held on 7 June 2017, decided to split the offices of Chairman and Chief Executive Officer and to appoint Pascal Lebard as Chairman of the Board and Hervé Poncin as CEO.

This choice allows the company to benefit from the operational experience of Mr Poncin as well as Mr Lebard’s working knowledge of the governance of a board of directors, their complementary profiles ensuring, as from the stock market listing of the company, a perfect application of the best corporate governance practices.

Criteria for selecting Board members

The Board of directors of Antalis International is composed of eight directors whose terms of office have been set at varying dates between 2019 and 2021.

Most directors have held directorships or executive management position in other companies and acquired both corporate management skills and sufficient financial expertise to enable them to deliberate independently and in an informed manner on the group’s financial statements, as well as on accounting compliance issues.  The average age of directors is 52.

In light of the criteria set out in the AFEP-MEDEF code, a director is regarded as « independent » when he or she does not have a relationship of any kind with the company, its group or its management which might compromise the exercise of his or her freedom of judgment.

The company counts four independent directors (Mr Franck Bruel, Mrs Clare Chatfield, Mrs Delphine Drouets and Mrs Christine Mondollot) out of its eight members.

The composition of the Board of directors also meets the legal requirements on gender equality on boards of directors as it counts five women and three men.

Particular attention is paid to ensuring directors’ freedom of judgment on the Board and on the Board’s committees to ensure that directors can fulfil their duties with the objectivity required.

Rules of conduct

In order to incorporate best corporate governance practices, the Board of directors adopted internal rules which govern the Board’s composition, its modus operandi, its role and responsibilities.  The internal rules are designed in particular to ensure that Board meetings and deliberations take place in an efficient manner and that the company’s governing bodies operate smoothly.

According to the company’s Articles of Association, each director must hold at least 300 shares during his or her term of office.  Each director also undertakes to comply with the rules of conduct set forth in the directors’ Charter and the Code of good conduct.

These documents are designed to govern the rights and obligations of directors irrespective of whether they are natural persons, legal entities or permanent representatives of these legal entities.  In particular, they are intended to prevent potential conflicts of interest and to define the rules under which the directors may trade in the company’s shares along with the disclosure requirements for such transactions.