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Board of Directors and Committees of the Board

Rexel is a French Société Anonyme with a Board of Directors. The Board of Directors works in coordination with the Executive Committee to set Group strategic priorities and supervise their deployment and implementation.


The Board of Directors and its specialized Committees

Chaired by Ian Meakins, the Rexel Board of Directors has eight members, all of whom are independent Directors. To deliver its mission effectively and facilitate decision making, it is assisted by two specialized Committees: the Audit and Risk Committee and the Nomination and Compensation Committee.

100%

independent Directors

50%

of Directors are women

2

specialized Committees

Board of Directors membership

 Name Title
Ian Meakins* Chairman of the Board of Directors
Nomination and Compensation Committee
François Henrot* Deputy Chairman of the Board of Directors
Senior Independent Director
Chairman of the Nomination & Compensation Committee
Audit & Risk Committee
Fritz Fröhlich* Chairman of the Audit & Risk Committee
Nomination & Compensation Committee
Thomas Farrell* Audit & Risk Committee
Nomination & Compensation Committee
Elen Phillips* Audit & Risk Committee
Maria Richter* Audit & Risk Committee
Nomination & Compensation Committee
Agnès Touraine* Nomination & Compensation Committee
Hendrika Verhagen* Audit & Risk Committee

*Independent members

 

Specialized Committees

Committee members are selected by the Board of Directors from among the Directors on the basis of proposals put forward by the Nomination and Compensation Committee. Each committee has a maximum of seven Director members.

In the course of fulfilling their missions, the Committees may:

  • Request the company to provide any document they believe helpful in the fulfillment of their missions;
  • Hear submissions from the CEO or any other person whose input they believe may be helpful;
  • Receive assistance from any third party of their choice.

For their deliberations to be valid at least half of the members must be present, and recommendations are adopted on the basis of a simple majority.

The Audit and Risk Committee

Introduced on May 22, 2014, this Committee is chaired by Fritz Fröhlich.

Its key missions are:

  • To ensure the accuracy and fair presentation of the corporate and consolidated financial statements;
  • To issue recommendations on finance, accounting, internal control and risk management issues.

It meets at least four times per year, with meetings attended by auditors.

The Nomination and Compensation Committee

Introduced on May 22, 2014, this Committee is chaired by François Henrot.

Its key missions are:

  • To make proposals for the nominations, revocations, dismissals and renewals for Directors, the Chairman of the Board of Directors, the members and Chairman of the Audit and Risk Committee, the Chief Executive Officer and Deputy Chief Executive Officer(s); it also ensures that the independence criteria applicable to independent members of the Board of Directors are complied with effectively;
  • To make recommendations regarding the compensation paid to the Chairman of the Board of Directors, the Chief Executive Officer and Deputy Chief Executive Officer(s), and regarding the policy for allocating stock options and free shares.

It meets at least once per year.

Documentation

Internal Regulations of the Board of Directors - April 1, 2017

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Severance indemnity of Catherine Guillouard - February 24th, 2017

PDF326 KB

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Compensation of Corporate Officers - February 24th, 2017

PDF414 KB

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Agnès Touraine co-opted to Rexel’s Board of Directors

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Insider Trading Policy on February 10, 2017

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Pier Luigi Sigismondi steps down from Rexel’s Board of Directors - December 20, 2016

PDF123 KB

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Marianne Culver steps down from Rexel’s Board of Directors - November 28, 2016

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Rexel By-laws - November 22, 2016

PDF73 KB

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Compensation of Corporate Officers - July 29, 2016

PDF14 KB

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Compensation of Corporate Officers - July 5, 2016

PDF176 KB

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Compensation of Corporate Officers - June 28, 2016

PDF319 KB

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Compensation of Corporate Officers - March 24, 2016

PDF251 KB

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Elen Phillips and Marianne Culver co-opted to Rexel’s Board of Directors - March 10, 2016

PDF298 KB

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Compensation of Corporate Officers - February 15, 2016

PDF358 KB

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Remuneration and Severance Package – February 16, 2015

PDF184 KB

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Remuneration and Severance Package – May 27, 2014

PDF93 KB

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Archives

Internal Regulations of the Board of Directors - January 1, 2017

PDF77 KB

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Rexel securities market charter – May 2014

PDF266 KB

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Internal Regulations of the Board of Directors - February 10, 2016

PDF64 KB

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Rexel by-laws - May 2016

PDF257 KB

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Rexel By-laws - October 2015

PDF73 KB

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Compensation of Corporate Officers – July 31, 2015

PDF193 KB

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Rexel Board of Directors internal regulations – April 29, 2015

PDF107 KB

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2013 05 22 Translation of Internal Regulations - Rexel

PDF97 KB

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Severance indemnity of Ms. Catherine Guillouard

PDF24 KB

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Compensation of members of Rexel’s Management Board - 2013

PDF29 KB

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Compensation of members of Rexel’s Management Board - feb 2014

PDF26 KB

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Appointment of Rudy Provoost to the Management Board Compensation and severance packages - Allocation of free shares to Rexel's corporate officers

PDF31 KB

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Compensation of members of Rexel’s Management Board - 2012

PDF22 KB

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Rexel Group Securities Market Charter

PDF184 KB

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Information pertaining to the severance indemnity of Michel Favre

PDF258 KB

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Rexel Internal Regulations Board of Directors 2014 10 28

PDF103 KB

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Executive committee

Discover Rexel's executive committee members

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