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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 Agnès Touraine, the Rexel Board of Directors has eleven members, 80% of whom are independent Directors. To deliver its mission effectively and facilitate decision making, it is assisted by three specialized Committees: the Audit and Risk Committee, the Nomination, Governance and Corporate Responsibility Committee and the Compensation Committee.

80%

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
Marcus Alexanderson Audit & Risk Committee
Nomination, Governance and Corporate Responsibility Committee
Steven Borges* Audit & Risk Committee
François Henrot* Audit and Risk Committee
Compensation 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
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.

It meets at least once a year.

 

Documentation

Press Release – Board nominations to be proposed to the Shareholders’ Meeting

PDF191 KB

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Compensation for Corporate officers – February 22, 2024

PDF533 KB

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Press Release - Agnès Touraine to succeed Ian Meakins as Chair of Rexel’s Board of Directors

PDF569 KB

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Press Release - Compensation for Chairwoman

PDF96 KB

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Internal Regulations of the Board of Directors - April 20, 2023

PDF337 KB

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Rexel By-Laws - April 20, 2023

PDF288 KB

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Compensation for Corporate Officers - April, 20 2023

PDF103 KB

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Compensation policy

PDF276 KB

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Compensation for Corporate officers - February 24, 2023

PDF204 KB

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Press Release - Board nominations to be proposed to the Shareholders’ Meeting

PDF577 KB

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Rexel By-Laws - November 29, 2022

PDF313 KB

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Rexel By-Laws - May 24, 2022

PDF339 KB

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Article r225-29-1 IV of the French Commercial Code - Compensation policy

PDF1 MB

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Compensation of Corporate officers - April 21, 2022

PDF99 KB

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Compensation for Corporate officers - February 21, 2021

PDF210 KB

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Press Release - Barbara Dalibard co-opted to Rexel’s Board of Directors

PDF184 KB

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Compensation of Corporate Officers – November 10, 2021

PDF77 KB

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Rexel By-laws – July 1, 2021

PDF311 KB

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Rexel By-laws – May 25, 2021

PDF283 KB

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Rexel By-laws – May 24, 2021

PDF193 KB

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Rexel By-laws – April 22, 2021

PDF196 KB

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Article R.225-29-1 IV of the French Commercial Code - Compensation policy

PDF1 MB

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Compensation of Corporate Officers – March 26, 2021

PDF230 KB

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Compensation of Corporate Officers – February 17, 2021

PDF207 KB

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Compensation of Corporate Officers – October 2, 2020

PDF52 KB

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Article R.225-29-1 IV of the French commercial Code - Compensation policy

PDF260 KB

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Compensation of Corporate Officers – June 25, 2020

PDF282 KB

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Rexel By-laws – June 25, 2020

PDF195 KB

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Rexel By-laws – June 24, 2020

PDF195 KB

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Insider Trading Policy on February 12, 2020

PDF607 KB

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Internal Regulations of the Board of Directors - February 12, 2020

PDF252 KB

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Compensation of Corporate Officers 2019-2020

PDF225 KB

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Brigitte Cantaloube co-opted to Rexel’s Board of Directors

PDF172 KB

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Compensation of Corporate Officers – December 20, 2019

PDF43 KB

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Thomas Farrell steps down from Rexel’s Board of Directors – July 25, 2019

PDF135 KB

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Compensation of Corporate Officers - May 27, 2019

PDF112 KB

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Compensation of Corporate Officers – February 27, 2019

PDF202 KB

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François Auque appointed to the Board of Directors as observer

PDF140 KB

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Rexel By-laws – July 2, 2018

PDF197 KB

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Compensation of the Executive Corporate Officer

PDF229 KB

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Compensation of Corporate Officers - February 19, 2018

PDF141 KB

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Julien Bonnel appointed as Director representing the employees

PDF614 KB

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Internal Regulations of the Board of Directors - July 28, 2017

PDF80 KB

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Compensation of Corporate Officers - May 31, 2017

PDF195 KB

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Rexel 2017 Annual Shareholders’ Meeting - May 23, 2017

PDF85 KB

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Marcus Alexanderson co-opted to the Board of Directors - May 15, 2017

PDF104 KB

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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

PDF335 KB

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Insider Trading Policy on February 10, 2017

PDF232 KB

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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

PDF321 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

Rexel By-laws – May 23, 2018

PDF197 KB

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Rexel By-laws – May 03, 2018

PDF198 KB

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Rexel By-laws – July 26, 2017

PDF76 KB

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Rexel By-laws - May 23, 2017

PDF76 KB

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

PDF78 KB

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Rexel By-laws - November 22, 2016

PDF73 KB

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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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