Governance

Board Committees

The Groupe Fnac Darty Board of Directors may decide to set up permanent or temporary committees from among its members in order to facilitate the operations of the Board and to provide effective assistance in preparing its decisions. These committees, under the responsibility of the Board, are charged with examining the subjects that the Board or its Chairman submits for their examination and advice to prepare the work and decisions of the Board.

To date, four committees have been established: an Audit Committee, an Appointments and Compensation Committee, a Corporate, Environmental and Social Responsibility Committee and a Strategy Committee.

Audit committee

The Audit Committee is a special committee of the Board of Directors whose main missions are oversight of the preparation of financial information. In this context, it must ensure that the Group’s internal control and risk management procedures are implemented, the individual company and consolidated financial statements are reviewed by the Company’s statutory auditors and the rules regarding the independence and objectivity of the statutory auditors are obeyed.

The Committee may take all measures it deems necessary to carry out its missions.

The Committee shall meet at least four times a year, and as many times as it deems necessary. The meetings of the Committee are recorded in written form and approved.

The Groupe Fnac Darty Audit Committee is composed of three directors: Sandra Lagumina (independent director), Daniela Weber-Rey (independent director) and Carole Ferrand (independent director), who is the chairman of the committee.

The Committee is comprised of three members, none of whom can be an executive officer of the Company and at least two of whom must be independent according to the independence criteria adopted by the Company in accordance with the AFEP-MEDEF Code.

The members of the Audit Committee are all known for their competence with regard to finance, accounting and/or the reviewing of financial statements, combining their expertise in the field of executive and operational management or the financial management of banking institutions and/or companies, as confirmed by their professional experience.

Appointments and Compensation Committee

The mission of the Appointments and Compensation Committee is to assist the Board in determining the membership of the Company’s and Group’s governing bodies and in the due assessment of all compensation and benefits of the Group’s senior management and executives.

The Appointments and Compensation Committee is comprised of four directors: Antoine Gosset-Grainville, independent director and Chairman of the Committee, Brigitte Taittinger-Jouyet, independent director, Nonce Paolini, independent director and Franck Maurin, director representing employees (since 2021).

Accordingly, in compliance with the AFEP-MEDEF Code’s criteria, the independent directors constitute at least two thirds of the Appointments and Compensation Committee.

Corporate, Environmental and Social Responsibility Committee

The mission of the Corporate, Environmental and Social Responsibility Committee is to examine the Company’s corporate, environmental and social policies.

This committee reviews the actions and results of the past year and presents the strategic directions of Groupe Fnac Darty for the current year.

The topics addressed include social dialogue, equality of treatment, gender equality, youth and senior employment, diversity, management of environmental impacts, cultural action and solidarity, and sourcing in Asia for retailers’ brands or products licensed under the Darty trademark.

The Committee also ensures that the information published in the Registration Document has been validated by an independent third-party organization (ITP) that certifies their compliance with the requirements of paragraphs 5 and 6 of Article L. 225-102-1.

The committee is composed of four directors: Brigitte Taittinger-Jouyet (independent director and Committee Chairperson), Caroline Gregoire Sainte Marie (independent director), Delphine Mousseau (independent director), and Jean-Marc Janaillac (independent director).

Strategy Committee

The Strategy Committee, whose creation was decided by the Board of Directors on May 23, 2019, is a specialized committee of the Board of Directors whose main general mission is to study the main strategic orientations of the Group that the managers could implement and more particularly in the field of business lines, investments, alliances or any other issue deemed central for the future of the Group and to make, if necessary, recommendations to the Board.

The Committee shall meet at least once a year and as many times as necessary.

The Strategy Committee is composed of: Mr Jacques Veyrat, Chairman of the Board of Directors, Mr Enrique Martinez, Chief Executive Officer, Mrs Carole Ferrand, Chairman of the Audit Committee, Mr Antoine Gosset-Grainville, Chairman of the Appointments and Compensation Committee and Mrs Brigitte Taittinger-Jouyet, Chairman of the Social, Environmental and Societal Responsibility Committee

Related Documents

Internal regulations

Report on corporate governance

See chapter 3 in the URD 2020

By-laws

Executive corporate officer’s remuneration