A Board of Directors which is balanced, diverse and complementary
With this objective in mind, in 2008 the Board of Directors appointed an independent administrator with broad and respected experience in his field. In the interests of transparency, all administrators have an equal duty of care, maintaining their own freedom of judgement while respecting the validity of decisions reached by consensus.
In terms of professional ethics, the measures applied by the Board are the same as those in place within the company, ensuring that sensitive information is not disclosed unnecessarily and that transactions involving the company’s stock are secure.
In order to protect the best interests of the company and its shareholders, members of the board have an obligation to declare all actual or potential conflicts of interest and to abstain from participating in any votes related to these areas.
These specialist committees have a purely advisory role, with no decision-making powers:
- The Compensation Committee
This committee provides advice on the pay packages granted to the company’s senior managers, as well as the allocation of stock options and membership of the Board.
- The Management Committee
This committee is comprised of the company’s senior managers and executives. It is an operational body charged with steering and coordinating the company’s performance and projects, meeting monthly in one of the Open Group’s offices. The management committee makes active contributions to the group’s strategic direction.
The group’s strategic priorities are transposed to reflect the realities of each of the group’s divisions, ensuring a uniformity of management practices and reporting methods.
- The Audit Committee
The purpose of this committee is to monitor the process of compiling and submitting the group’s financial information and ensuring:
- the efficacy of Open’s internal monitoring and risk management procedures,
- the legal conformity of the annual accounts and, where relevant, the consolidated accounts drawn up by the company’s designated auditors,
- the independence of the auditors.
The audit committee issues recommendations regarding the potential auditors put forward for approval by the General Meeting or any other body with the same functions.
The company already has a designated body, the Board of Directors, which does the work of an audit committee. As such, in accordance with Article L823-20 of the Commercial Code, the company has not established a separate Audit Committee.