Rexel moves to a new One-tier governance structure with a board of directors
At Rexel’s Annual General Meeting, held on May 22, shareholders voted in favor of moving from a dual board structure with a Supervisory Board (“Conseil de Surveillance”) and Management Board (“Directoire”), to a one-tier structure with a Board of Directors (“Conseil d’Administration”). This change reflects the evolution of Rexel’s shareholding structure and aims at:
• Simplifying the decision making process,
• Accelerating the implementation of the Group’s strategy,
• Reinforcing the Board’s accountability,
• Creating greater proximity between Board members and Executive committee members.
Rudy Provoost has been appointed Chairman and CEO (“Président-Directeur Général”) and Catherine Guillouard assumes the role of Deputy-CEO. Catherine Guillouard will sit on the Board as a permanent invitee.
In order to ensure a robust governance model, François Henrot has been nominated Vice-President and Senior Independent Director, with the following responsibilities:
• In the event the Chairman and CEO is unable to fulfill his role, the Vice-President has the authority to take over his responsibilities with the same rights as those held by the Chairman
• In his role as Senior Independent Director he has the authority to call a meeting of board members, at least once a year, without the presence of the corporate officers
• He is responsible for conducting annual reviews of the organization and the workings of the Board and specialized committees
• He also has the power to meet with existing and potential shareholders upon request and communicate any governance-related concerns to the board
The Board of Directors is supported by:
• The Nomination Committee, chaired by François Henrot,
• The Compensation Committee, chaired by Patrick Sayer,
• The Strategic Committee, chaired by Pier-Luigi Sigismondi,
• The Audit and Risks Committee, chaired by Fritz Frohlich.