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Corporate Governance
Nexans Board of Directors comprises 14 directors among whom 12 are appointed by the general shareholders meeting and 2 employee representatives are appointed by the France Group work council and the European work council.
Since 2003, the Board’s functioning is governed by internal regulations which set out the rules relating to the Board's functioning, as well as its Committees' membership structure, roles and responsabilities, and operating procedures, which comply with legal requirements and the recommendations of the AFEP-MEDEF Code. The ethical rules that apply to members of the Board of Directors are set out in a Charter attached to the Board of Directors Internal Regulations.
This Committee monitors issues relating to the preparation and control of accounting and financial information. It ensures that internal control and risk management systems are in place, as well as internal audit systems for procedures relating to the preparation and processing of financial and non-financial information, and monitors their effectiveness. It examines the Group's policies on compliance, ethics and professional conduct and the systems and procedures put in place to ensure that they are communicated and applied.
It is currently composed of four members, three of which are independent directors. No Executive Director of the Company may be a member of this Committee. At least one of its members must have specific skills in one of the following fields: financial, accounting or statutory audit.
Responsibilities of this Committee are in particular the formulation of a proposal of the compensation policy for Directors and Executive Directors, as well as the examination of the executive directors’ compensation.
It is composed of the members of the Appointments and Corporate Governance Committee as well as a Director representing employees. Its Chairman is the Chairman of the Appointments and Corporate Governance Committee. Executive Officers may be invited to take part in meetings relating to the compensation policy for senior-level managers. In addition, Executive Officers may be heard by the Committee before it deliberates on their compensation.
This Committee proposes to the Board of Directors the appointment of new Board Members, for cooptation or proposal to the shareholders at the Annual General Meeting. It also proposed the appointment of Executive Directors and succession plans for Executive Directors. Furthermore, it monitors issues of corporate governance, debates rules of corporate governance at the level of the Board of Directors and makes recommendations where appropriate.
It is composed of a maximum of six members, who are Non-Executive Directors, appointed by the Board of Directors. Its Chair and the majority of its members are independent directors. Executive Officers may be invited to take part in meetings relating to appointments or succession plans.
This Committee reviews the Company's consideration of long-term strategy. It examines some topics proposed by the General Management in view of providing its opinion to the Board of Directors, such as the strategic plan, the annual follow-up of the progress made in significant strategic initiatives, recommendations received from external consultants, strategic considerations related to major projects of M&A, divestments or industrial investments, multi-annual strategic guidelines on social en environmental responsability, the objectives defined on climate-related issues, or the non-financial performance statement and the report on social, societal and environmental responsability.
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