Home >
Strategy Governance >
Corporate Governance >
Appointments, compensation...

Appointments, compensation and governance Committee

The Appointments, Compensation and Governance Committee has at least 3 members - the majority of whom are independent.

The Committee meets at least twice a year, meetings being called by the Chairman, who may organize any additional meetings as circumstances require.

The assignments of the Appointments and Compensation Committee are:

to prepare decisions on the overall compensation budget for Board members and the conditions for the distribution of compensation awarded to the Directors;
to prepare decisions on the compensation for the Chairman of the Board of Directors;

to prepare decisions on the remuneration of the Chief Executive Officer and any Deputy Chief Executive Officer(s) and to propose, as required, qualitative and quantitative criteria for determining the variable portion of such remuneration;
to assess all the other benefits and compensation awarded to the Chief Executive Officer and any Chief Operating Officer(s);
to consider proposed stock option and free share plans for employees and senior managers so that the Board of Directors can set the aggregate or individual number of options or shares awarded and the terms and conditions for awarding them;
to examine the composition of the Board of Directors;
to review the independent status of Directors;
to propose the reappointment or appointment of Directors and organize the selection procedure;
to consider candidacies for the position of Chief Executive Officer and, where applicable, of Deputy Chief Executive Officer;
to draw up a succession plan for corporate officers;
to obtain disclosure of all useful information relating to the methods of recruitment, remuneration and status of the senior executives of the Company and its subsidiaries;
to review the draft corporate governance report each year;
to assess the position of each director in light of any relationship they might have with the Company or with Group companies that might compromise their freedom of judgment or lead to potential conflicts of interest with the Company;
to prepare and update the Board of Directors’ rules of procedure, the charters for the specialized Committees set up within the Board, as well as the charter for related-party agreements;
to review the changes in corporate governance rules;
to organise and carry out regular appraisals of the Board of Directors.

The Appointments, Compensation and Governance Committee is currently made up of 4 members, appointed for the duration of their term of office as director, 75% of whom are independent members.

Download Appointments, Compensation and Governance Committee charter

* Independent director

Dominique Dudan*

Chairwoman of the Appointments, Compensation and Governance Committee - Company Director

Dominique Dudan*

Chairwoman of the Appointments, Compensation and Governance Committee - Company Director

After scientific studies, Dominique Dudan joined the real estate industry. Admitted as a Member of the Royal Institution of Chartered Surveyors (MRICS), she has become a Fellow. Between 1996 and 2005, Dominique Dudan held the position of Head of Development with Accor Hotels & Resorts. She later joined HSBC Reim as Head of Operations and member of the Management Board, and then BNP Paribas Reim as Executive Vice-President and Head of Regulated Real Estate Funds. In 2009, Dominique Dudan created her own firm, Artio Conseil, while holding the position of Chief Executive Officer of Arcole Asset Management. In 2011, Dominique Dudan became Chairman of Union Investment Real Estate France, a position she held until July 2015. She has been a member of the Board of Directors of Gecina since 2015, and a member of the Supervisory Board of Swiss Life Reim (France) since 2017. Ms. Dominique Dudan is also a member of RICS France, the MEDEF Economic Commission for the Service Professions Group and the Île-de-France Real Estate Club. She has the title of Chevalier de l’Ordre National du Mérite.

Victoire Boissier*

Deputy Chief Executive Officer-Group Finance of Grandir/Les petits Chaperons Rouges

Victoire Boissier*

Deputy Chief Executive Officer-Group Finance of Grandir/Les petits Chaperons Rouges

With degrees from EM Lyon (major in Finance) and the INSEAD International Executive Program, Victoire Boissier began her career in 1990 in the banking sector (Barclays), then in 1992 she joined La Générale de Restauration as Management Controller. Between 1995 and 2008 she held a series of positions within Yum France: Planning Analyst, Head of Strategic Planning, Financial Controller and Manager, Chief Financial Officer, member of the Management Committee and person in charge of management control, internal auditing, IT, accounting, finances and property. From 2009 to 2017, Victoire Boissier was Chief Financial Officer of Louvre Hôtels Group, and a member of its Executive Committee. In 2017, she joined the Grandir/Les Petits Chaperons Rouges educational group, as Deputy Chief Executive Officer.

Elisabeth Cunin*

Chairwoman of the Kiabi group

Elisabeth Cunin*

Chairwoman of the Kiabi group

Elisabeth Cunin holds degrees from the École Polytechnique, ENSAE and Sciences Po Paris. She began her career at consulting firm McKinsey, before moving into the retail sector, firstly with Dia and then with Etam. She became Chief Executive Officer of André in 2001 and then of Etam Lingerie in 2005. In 2011, Ms Cunin became Chairman of Comptoir des Cotonniers and Princesse Tam Tam, brands owned by Japanese group Fast Retailing, which also owns Uniqlo. From October 2013 to September 2018 she pursued her career within the Camaïeu group as Chairwoman of the Management Board and then Chairwoman. In May 2019, Ms. Cunin was appointed Chairwoman of the Kiabi group.

Eric Le Gentil

Chairman of the Board of Directors

Eric Le Gentil

Chairman of the Board of Directors

Éric Le Gentil is a graduate of the École Polytechnique, the Institut d’Études Politiques de Paris and the Institut des Actuaires Français. He began his career in 1985 in insurance auditing. From 1986 to 1992, he held various positions within the French Finance Ministry including that of insurance advisor to Pierre Bérégovoy’s firm. From 1992 to 1999, he held various roles at Athéna Assurances and AGF Assurances. He joined Generali France in 1999 as Chief Executive Officer of Generali Assurances Vie & Iard. In December 2004, he was appointed Chief Executive Officer of Generali France Assurances. From July 17, 2013 until February 13, 2019, Mr. Eric Le Gentil was Chairman and Chief Executive Officer of Mercialys. Since February 13, 2019, he has been Chairman of the Board of Directors of the Company.