A long-term investor
Wendel is a hands-on investor and shareholder that assists sector-leading companies in their long-term development. Wendel's business model combines the entrepreneurial passion born of a long family tradition with a culture of performance and accountability.
Corporate Governance : Tasks
As of the Shareholders' Meeting of May 31, 2005, Wendel became a Société Anonyme with an Executive Board and a Supervisory Board.
Corporate Governance is composed of 11 members :
- Ernest Antoine Seillière, Président
- Gérard Buffière
- Nicolas Celier
- Didier Cherpitel
- Dominique Hériard Dubreuil
- Jean Marc Janodet
- Edouard de l'Espée
- François de Mitry
- Guylaine Saucier
- François de Wendel
- Humbert de Wendel
1.1 Executive Board
Pursuant to Article 17 of the Company’s by-laws, the Executive Board may be composed of a minimum of two, and a maximum of seven, members.
The Supervisory Board appoints members of the Executive Board and the term of their appointment is four years. The upper age limit for members of the Executive Board is 65 years.
Executive Board is composed of two members:
- Frédéric Lemoine, as Chairman of the Executive Board,
- Bernard Gautier.
Their term of appointment expires on April 7, 2013.
1.2 The Supervisory Board
Pursuant to Article 12 of the Company’s by-laws, the Supervisory Board may be composed of a minimum of three and a maximum of eighteen members
The Shareholders, voting in their Ordinary Meeting, appoint members of the Supervisory Board and the term of their appointment is four years. In 2005, however, to avoid renewing the terms of all Board members at once when the Company adopted the Supervisory Board structure, term renewals were staggered. As a result the expiry dates for the terms of each member as of May 31, 2011 were as follows:
- 2012 (Annual Shareholders’ Meeting convened to approve 2011 financial statements):
o Jean-Marc Janodet
o François de Mitry
o François de Wendel
- 2013 (Annual Meeting to approve 2012 financial statements):
o Ernest-Antoine Seillière,
o Édouard de l’Espée.
- 2014 (Annual Meeting to approve 2013 financial statements):
o Dominique Hériard Dubreuil,
o Guylaine Saucier,
o Nicolas Celier.
The number of Supervisory Board members more than 70 years old may not, after each year’s Ordinary Annual Meeting, exceed one-third of current Board members.
Since the Supervisory Board meeting of June 9, 2008, two representatives of the comité d’entreprise (works council, which represents labor interests) have attended Board meetings in an advisory role
