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
independent Directors (excluding the Directors representing the employees)
50%
of Directors are women (excluding the Directors representing the employees)
3
specialized Committees
Board of Directors membership
Name
Title
Agnès Touraine*
Chairwoman of the Board of Directors
Nomination, Governance and Corporate Responsibility Committee
Compensation Committee
Audit & Risk Committee
François Auque*
Chairman of the Audit & Risk Committee
Deputy Chairman of the Board of Directors
Brigitte Cantaloube*
Chairwoman of the Compensation Committee
Nomination, Governance and Corporate Responsibility Committee
Barbara Dalibard*
Chairwoman of the Nomination, Governance and Corporate Responsibility Committee
Compensation Committee
Marcus Alexanderson
Audit & Risk Committee
Nomination, Governance and Corporate Responsibility Committee
Steven Borges*
Compensation Committee
Eric Labaye*
Audit & Risk Committee
Antoine Hermelin
Director representing the employees
Compensation Committee
Toni Killebrew
Director representing the employees
Nomination, Governance and Corporate Responsibility Committee
Maria Richter*
Audit & Risk Committee
Nomination, Governance and Corporate Responsibility Committee
Catherine Vandenborre*
Audit & Risk Committee
Guillaume Texier
Chief Executive Officer
*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, Governance and Corporate Responsibility 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
This Committee is chaired by François Auque.
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, Governance and Corporate Responsibility Committee
This Committee is chaired by Barbara Dalibard.
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);
To consider and propose to the Board the appointment of new directors, assessing their skills and knowledge in line with the diversity policy and holding interviews with certain directors and potential applicants;
To monitor compliance with the independence criteria and advise the Chairman of the Board on the number of Independent members;
To review the Group’s commitments and strategic plans in terms of social and environmental responsibility, as well as the reports and ratings relating to these areas.
It meets at least once a year.
The Compensation Committee
This Committee is chaired by Brigitte Cantaloube.
Its key mission is:
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.
