14.1. board of Directors
. . . .88
14.1.1. Composition of the Board of Directors . . . 88 14.1.2. Biographies of the directors. . . 90 14.1.3. Family relationship . . . 91
14.2. the company’s management
. . . .91
Statements on the administrative, management, supervisory
and corporate management bodies . . . .92
14.3. committees of the board of Directors
. . . .92
14.3.1. The Audit Committee . . . .92 14.3.2. The Nominations and Remunerations Committee. . . .92 14.3.3. The Strategic Committee. . . .93 14.3.4. The Ethics and Governance Committee . . . .93
14.4. conflicts of interest at the level of administrative, management
and supervisory bodies and the senior management
. . .93
14.4.1. Absence of conflicts of interests. . . .93 14.4.2. Loans and warranties granted to directors. . . .93
14.5. shareholders’ agreements
. . .93
Compliance with Code
In accordance with Article L. 225-37 of the French Commercial Code, the Company states that it refers to and voluntarily applies the entire AFEP-MEDEF corporate governance code for listed companies that results from the consolidation of the AFEP-MEDEF report of October 2003 and the AFEP-MEDEF recommendations of January 2007 and October 2008 concerning the compensation of executive directors of listed companies along with the recom-mendation of April 2010 on the reinforcement of the number of women sitting on boards (the “MEDEF Code”). The AFEP-MEDEF Code is available on the AFEP-MEDEF’s website (www.medef.fr).
At the request of the Company, Labrador Conseil, an independent corporate governance consultant firm, reviewed Sections 14, 15, 16 and Annex C of this Reference Document and has confirmed that the Company complies with the AFEP-MEDEF Code.
administrative, management, supervisory bodies and senior management
14.1. board of Directors
14
14.1. Board of Directors
14.1.1. comPosition oF the boaRD oF DiRectoRs
As of February 28, 2013, the Board of Directors was comprised of 11 members. It does not include any directors representing employees or employee shareholders. Five of the directors are not of French nationality. The Shareholders’ Meeting on April 25, 2013 will be convened to approve, in particular, the ratification of the appointment of Alexandra Bech Gjørv, co-opted as a director at the Board Meeting held on October 23, 2012, replacing Daniel Lebègue, who resigned on October 21, 2012.
The average age of directors is 57.
The term of office of Board members is set at four years, which is consistent with the recommendations made by the AFEP-MEDEF Code (Article 12).
In accordance with the recommendations of the AFEP-MEDEF Code and based on an amendment of the Articles of Association adopted by the Company’s Combined Shareholders’ Meeting of April 27, 2007, in order to permit smooth transitions in Board renewal and to prevent “renewal en masse” (Article 12), the Board of Directors, at its meeting of April 27, 2007, introduced a rolling renewal system, pursuant to which one-half of its members’ terms of office will be renewed every two years. Under this system, the terms of office of Marie-Ange Debon, Gérard Hauser, Marwan Lahoud, Alexandra Bech Gjørv and Joseph Rinaldi will expire at the end of the Shareholders’ Meeting held to approve the financial statements for the financial year ended December 31, 2012, which will be held on April 25, 2013.
A proposal will be made to this Shareholders’ Meeting to renew the terms of office of Marie-Ange Debon, Gérard Hauser, Alexandra Bech Gjørv and Joseph Rinaldi as directors for a four-year term expiring at the end of the Shareholders’ Meeting held to approve the financial statements for the financial year ended December 31, 2016.
Furthermore, a proposal will be made to this Shareholders’
Meeting to appoint Manisha Girotra and Pierre-Jean Sivignon as directors for a four-year term expiring at the end of the Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2016. For their respective biogra-phies, see the resolutions attached in Annex G of this Reference Document.
Pursuant to the Law dated January 27, 2011 on the fair represen-tation of women and men within Board of Directors’ meetings, a minimum threshold of 20% of women sitting at the board must be reached at the latest on the date of the Shareholders Meetings called to approve the 2013 financial statements. This law sets the conditions for a more balanced representation of men and women within the governing bodies of large companies.
Technip already complies with such threshold since Shareholders’
Meeting of April 28, 2011. Following the Combined Shareholders' Meeting of April 25, 2013, and subject to the shareholders’
approval, Technip shall meet the second threshold of 40% to be achieved by 2016.
In accordance with the AFEP-MEDEF Code recommendations, the qualification of “independent director” is discussed and reviewed every year by the Board of Directors upon the recommendation of the Nominations and Remunerations Committee (Article 8.3 of the AFEP-MEDEF Code).
At its meeting of February 18, 2013, the Nominations and Remunerations Committee reviewed the qualification of the Company’s Board members as “independent director” in light of the definition and criteria used in the AFEP-MEDEF Code, which state that: “A director is independent when he or she has no relationship of any kind whatsoever with the corporation, its group or the management of either that is such as to color his or her judgment.
Accordingly, an independent director is to be understood not only as a non-executive director, i.e., one not performing mana-gement duties in the corporation of its group, but also as one devoid of any particular bonds of interest (significant sharehol-ders, employee, other) with them (Article 8.1 of the AFEP-MEDEF Code).
Furthermore, an independent director must not (Article 8.4 of the AFEP-MEDEF Code):
■
■be an employee or executive director of the corporation, or an employee or director of its parent or a company that it consolidates, and not having been in such a position for the previous five years;
■
■be an executive director of a company in which the corpora-tion holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive director of the corporation (currently in office or having held such office going back five years) is a director;
■
■be a customer, supplier, investment banker or commercial banker that is material for the corporation or its group, or for a significant part of whose business the corporation or its group accounts;
■
■be related by close family ties to an executive director;
■
■have been an auditor of the corporation within the previous five years;
■
■have been a director of the corporation for more than 12 years.
As a practical guideline, the loss of the status of independent director on the basis of this criterion should only occur upon expiry of the term of office during which the 12-year limit is reached.
The Nominations and Remunerations Committee presented its conclusions to the Board of Directors, which approved them at its meeting of February 19, 2013.
As of February 28, 2013, the Board was comprised of eight independent members out of 11 members. It therefore exceeds the recommendations made in the AFEP-MEDEF Code, which stipulates that half of the Board members should be independent in widely-held companies that have no controlling shareholders (Article 8.2 of the AFEP-MEDEF Code). Following the Combined Shareholders’ Meeting of April 25, 2013, and subject to the share-holders voting in favor, the Board of Directors shall be composed of nine independent directors out of a total of twelve.
14.1. board of Directors 14
As of February 28, 2013, the Board of Directors was comprised of the following members:
name main position Professional address
age – nationality Position within the
board of Directors term thierry Pilenko
Technip’s Chairman and Chief Executive Officer 89, avenue de la Grande Armée – 75116 Paris 55 – French
Technip’s Chairman and Chief Executive Officer
Date of first appointment: April 27, 2007.
Date of last appointment: April 28, 2011.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2014.
olivier appert
Chairman of IFP Énergies nouvelles Institut Français du Pétrole
1 et 4, avenue de Bois-Préau – 92852 Rueil-Malmaison Cedex 63 – French
Director Date of first appointment: May 21, 2003.
Date of last appointment: April 28, 2011.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2014.
Pascal colombani
Chairman of the Board of Directors of Valeo 44, rue de Lisbonne – 75008 Paris
67 – French
Independent director Date of first appointment: April 27, 2007.
Date of last appointment: April 28, 2011.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2014.
leticia costa
Partner in Prada Assessoria Av. Brigadeiro Faria Lima, 1744, 1 andar 01451-021 – São Paulo – SP – Brazil 52 – Brazilian
Independent director Date of first appointment: April 28, 2011.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2014.
marie-ange Debon
Corporate Secretary of Suez Environnement
Tour CB21 – 16, place de l’Iris – 92040 Paris La Défense Cedex 47 – French
Director Date of first appointment: July 20, 2010.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2012 to be held on April 25, 2013.
c. maury Devine
1219 35th Street NW Washington – DC 20007 – USA 62 – American
Independent director Date of first appointment: April 28, 2011.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2014.
alexandra bech Gjørv Partner in Advokatfirmaet Hjort Akersgaten 51 – N-0150 – Oslo – Norway 47 – Norwegian
Independent director Date of first appointment: October 23, 2012.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2012 to be held on April 25, 2013.
Gérard hauser
89, avenue de la Grande Armée – 75116 Paris 71 – French
Senior Independent Director
Independent director
Date of first appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2012 to be held on April 25, 2013.
marwan lahoud
Chief Strategy & Marketing Officer of EADS 37, bd de Montmorency – 75781 Paris Cedex 16 46 – French
Independent director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2012 to be held on April 25, 2013.
john o’leary
Chairman and Chief Executive Officer of Strand Energy Strand Energy – PO Box 28717 – Dubai Industrial Park – Dubai United Arab Emirates
57 – Irish
Independent director Date of first appointment: April 27, 2007.
Date of last appointment: April 28, 2011.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2014.
joseph Rinaldi
Partner in Davis Polk & Wardwell
Davis Polk & Wardwell – 450 Lexington Avenue – New York NY 10017 – USA
55 – Australian and Italian
Independent director Date of first appointment: April 30, 2009.
Expiry of the current term of office:
Ordinary Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2012 to be held on April 25, 2013.
administrative, management, supervisory bodies and senior management
14.1. board of Directors
14
14.1.2. bioGRaPhies oF the DiRectoRs
thierry Pilenko is Chairman and Chief Executive Officer of Technip. Before joining Technip in 2007, he was Chairman and Chief Executive Officer of Veritas DGC, a seismic services company based in Houston. While at Veritas DGC he successfully managed its merger with the Compagnie Générale de Géophysique.
Prior to this appointment, Thierry Pilenko held various mana-gement and executive positions with Schlumberger where he started in 1984 as a geologist. He held several international positions in Europe, Africa, the Middle East and Asia before becoming President of Schlumberger GeoQuest in Houston and subsequently Managing Director of SchlumbergerSema in Paris until 2004.
Thierry Pilenko holds degrees from France’s Nancy School of Geology (1981) and the IFP School (1982). He serves on the Board of Directors of Hercules Offshore. Since 2012, Thierry Pilenko has been a member of the Supervisory Board of PSA Peugeot Citroën.
olivier appert has been Chairman of IFP Énergies nouvelles since April 2003. Previously, he was Director of Long Term Cooperation and Energy Policy Analysis at the International Energy Agency (1999-2003). From 1994 to 1999, he held technical and financial responsibilities within IFP and its subsidiary ISIS. Previously, he held several posts in the French Ministry for Industry and at the Prime Minister’s Cabinet. He has been responsible for the strategy in TRT, a subsidiary of the Philips Group (1987-1989). He began his career in 1974 in the Administration in various positions where he was responsible for energy and industrial development.
Former student of the French École Polytechnique, Olivier Appert is a Civil Engineer.
Pascal colombani is Chairman of the Board of Directors of Valeo and Associate Director and Senior Advisor for innovation, high technology and energy at the A.T. Kearney strategic consultancy firm; he is a member of the French Academy of Technology, a director of Alstom and Energy Solutions. In 2000, he was appointed Chairman and CEO of the French Atomic Energy Commission (Commissariat à l’Énergie Atomique – CEA), a post that he held until December 2002. After the restructuring the industrial holdings of the CEA into Areva, he chaired the Supervisory Board of Areva from its creation until 2003. Between 1997 and 1999, he was the Director of Technology at the Ministry for Research.
Pascal Colombani spent close to 20 years (1978-1997) at Schlumberger in various posts, in the US and in Europe, before becoming Chairman and CEO of its Japanese subsidiary in Tokyo.
He began his career at CNRS.
Pascal Colombani is a graduate of the French École Normale Supérieure in Saint-Cloud (1969) and Doctor of sciences (1974).
leticia costa has been a partner in Prada Assessoria and coor-dinator of the Center of Strategy Research at Insper since 2010.
In May 2011, she also became the Dean for Graduate Programs at Insper. She currently serves as Board member of Localiza, the largest car rental company in Brazil and Marcopolo, the leading bus manufacturer in Brazil. In 1986, she joined Booz & Company (formerly Booz Allen Hamilton) and in 1994, became a Vice President and in 2001 was appointed President of the operations in Brazil. She also served the firm’s Board of Directors. At Booz &
Company, Leticia Costa completed a wide range of assignments in Europe and Latin America, and also conducted studies in North
Leticia Costa is a graduate of Cornell University and of Escola Politécnica of the University of São Paulo.
marie-ange Debon is General Secretary of the Suez Environnement Group and is a member of the Collège de l’Autorité des Marchés Financiers (the French Financial Market Authority). Prior to joining Suez Environnement in 2008, Marie-Ange Debon served in various positions in both the public and private sectors. In November 1998, Marie-Ange Debon joined Thomson as Deputy Chief Financial Officer and later served as General Secretary responsible for Legal, Insurance, Real Estate and Corporate Communications from 2003-2008.
Marie-Ange Debon is a graduate of HEC, ENA and has a Master’s Degree in Law.
c. maury Devine is a member of the Board of Directors of FMC Technologies (NYSE: FTI) and John Bean Technologies (NYSE:
JBT). She serves on the Audit Committee and Nominating and Governance Committee of both companies.
She is a member of the Council on Foreign Relations and is a member of the independent Nominating and Governance Committee of Petroleum Geo Services.
She served as Vice-Chairman of the Board of Det Norske Veritas (DNV) from 2000 to 2010, and was a fellow at Harvard University’s Belfer Center for Science and International Affairs between 2000 and 2003.
C. Maury Devine also held various positions in ExxonMobil Corporation between 1987 and 2000, notably President and Managing Director of ExxonMobil’s Norwegian affiliate from 1996 to 2000 and Secretary of Mobil Corporation from 1994 to 1996.
From 1972 to 1987, she held various assignments in the US govern-ment notably in the US Departgovern-ment of Justice, the White House and the Drug Enforcement Administration.
C. Maury Devine is a graduate of Middlebury College, the University of Maryland and Harvard University (Masters of Public Administration).
alexandra bech Gjørv is a partner in the law firm Hjort (Norway) and also chaired the public July 22, 2011 Commission on the terro-rist attacks in Norway.
She began her career in law firms before joining Norsk Hydro ASA from 1993 to 2007 where she held a number of positions, including Executive Vice President HR and HSE and Senior Vice-President, New Energy. She then moved to Statoil ASA as Senior Vice-President, New Energy from 2007 until 2010 before joining Hjort in 2010.
Alexandra Bech Gjørv graduated from the University of Oslo (Norway). She also holds a diploma in legal studies from Oxford University (UK) and has studied at Suffolk Law School in Boston (USA), after which she passed the New York State bar exam in 1993.
Gérard hauser was Chairman and Chief Executive Officer of Nexans from June 2000 to June 2009. He joined Alcatel in 1996 and became President of its Cable and Component Sector in 1997 and Member of the Executive Committee. From 1975 till 1996, he worked for the Pechiney Group, as Chairman and Chief Executive Officer of Pechiney World Trade first and of Pechiney Rhénalu later; he was later appointed Senior Executive Vice President of American National Can and member of the Group Executive
14.2. the company’s management 14
marwan lahoud has been Chief Strategy and Marketing Officer of EADS since June 2007 and President of EADS France since May 2012. He previously ran MBDA as Chief Executive Officer from January 2003. When EADS was founded in July 2000, he was appointed Senior Vice President Mergers & Acquisitions. In May 1998, he joined Aerospatiale as Vice President Development. In June 1999, he was appointed Senior Vice President Strategy and Planning for Aerospatiale Matra. At the end of 1995, he moved to a new position within the French Ministry of Defense, serving as Advisor for Industrial Affairs, Research and Weapons.
Since 2010, he is also member of the Board and chairman of the audit committee of BPCE.
He began his career at the French Defense procurement agency DGA (Délégation générale pour l’armement) in 1989 at the Landes test range, where he served first as head of the computation centre.
Chief Weapons Engineer of the French Army and alumnus of prestigious French engineering school École Polytechnique, Marwan Lahoud is an engineering graduate of French aeronautics and space institute (École Nationale Supérieure de l’Aéronautique et de l’Espace).
john o’leary has, since January 2007, held the post of Chairman and Chief Executive Officer of Strand Energy (Dubai), a company involved in seeking out investment and development opportu-nities in the oil and gas sector and also sits on the Supervisory Boards of Huisman Itrec and Jumbo Shipping. From 2004 to 2006, he was a partner in Pareto Offshore ASA, a Norwegian company specialized in advising customers in the exploration/production sector. In 1985, he joined the Forasol-Foramer group where he successively held the posts of Development and Partnerships
Manager (1985-1989) and Vice Chairman for Marketing (1990-1997). After the takeover in 1997 of Forasol-Foramer by Pride International, a company specialized in onshore and offshore drilling, he became the Chief Executive Officer of the new group until 2004. He began his career as a trader in the Irish National Petroleum Corporation (1979-1980) before joining Total as a dril-ling engineer (1980-1985).
John O’Leary is a graduate of Trinity College in Dublin, the University College in Cork as well as the Institut Français du Pétrole.
joseph Rinaldi is a partner in the international law firm of Davis Polk & Wardwell. He advises on mergers and acquisitions tran-sactions, corporate governance and securities and corporate law.
Joseph Rinaldi is a frequent speaker and author on merger and acquisition and corporate governance issues. From 2002 to 2007 he was the senior partner in the Paris office of Davis Polk after
Joseph Rinaldi is a frequent speaker and author on merger and acquisition and corporate governance issues. From 2002 to 2007 he was the senior partner in the Paris office of Davis Polk after