The Group’s collegial management

WHO SITS ON THE BOARD?

THE AFEP-MEDEF CODE

For corporate governance matters, Nexans refers to the Corporate governance code for listed companies published by the Association Française des Entreprises Privées (AFEP) and Mouvement des Entreprises de France (MEDEF), as amended in January 2020 (the “AFEP-MEDEF Code”). Thus, in terms of independence, the Board had seven independent directors out of eleven at the end of 2020, i.e. an independence rate of over 63.6%*, which exceeds the 50% recommended by the AFEP-MEDEF Code for companies with dispersed capital.

WHAT TRAINING DO THEY RECEIVE?

When taking office, directors take part in a genuine induction program. As part of this program, they have the opportunity to meet key managers of the organization to become familiar with the specific traits of the Group, as well as with its strategy, businesses and business sectors. Rounding out the program are site visits. Directors therefore receive all the information necessary to complete their duties and may request any additional documents they deem useful.

Since 2019, a Director’s Handbook is available to the members of the Board of Directors. It comprises documents and information essential to the execution of the Board members’ duties, including the Group’s strategy, the Company’s bylaws, the Board’s Internal Regulations, the AFEP-MEDEF Code, several internal procedures and the action plan implemented following the last Board assessment.

HOW ARE THEY ASSESSED?

The Board of Directors’ assessment is conducted annually based on a detailed questionnaire sent to each director or via individual interviews held by a specialized consulting firm. The assessment covers the Board of Directors’ operating procedures, composition and organization. This assessment evaluates the contribution and involvement of directors and makes it possible to ensure that significant issues are properly prepared, dealt with and discussed at Board meetings. In 2020, some of the avenues for improvement include increasing the time dedicated to discussing industrial performance and implementing a Balance Scorecard to monitor the Group’s performance.

THE LEAD INDEPENDENT DIRECTOR - A MONITORING ROLE

Appointed at the Board of Directors’ meeting held on March 19, 2019, the Lead Independent Director has, among her prerogatives, the ability to conduct meetings of independent directors for whom she is also the point of contact. She reviews Board meeting agendas in conjunction with the Chairman and may propose additional items. She may, at any time, ask the Chairman to convene a meeting of the Board and chair the meetings in his absence.

DIRECTOR REPRESENTING EMPLOYEES ‑ AN ASSET FOR THE GROUP

In the National Cross-industry Agreement (Accord national interprofessionnel) signed in 2013, employee representative bodies invited the legislator to require large companies to have employee representatives on their Board of Directors – a requirement that only applied to public companies at the time. Within Nexans, their role is important and their opinion valued during discussions, because not only do they offer their point of view on the Group’s strategy from an inside perspective, they also share their in-depth knowledge about the Group’s businesses, markets, customers, expertise and competitive environment.

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