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90%
of members are independent
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50%
of members are women
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8
meetings during the year
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97%
of attendance rate
Group Governance
Since it was listed on the Paris stock exchange in 2010, Edenred has been governed by the Group Executive Committee and the Board of Directors.
Executive Committee
Edenred's Executive Committee is responsible for implementing its strategy, defining its organization and operational processes and choosing its management teams.
With 10 members, the Executive Committee is made up of operational representatives from the Group's main business lines and functional managers who provide expertise to support operations.
Board of Directors
The Board of Directors determines the broad lines of the Company’s business activities and ensures their implementation in line with its corporate interest and taking into consideration the social and environmental stakes of its activities.
Subject to the powers that are expressly granted to the General Meetings of shareholders and within the limit of the corporate purpose, it takes charge of any question relating to the conduct of the Company’s business and addresses by way of its decisions the matters that concern it.
The Board of Directors has 12 members, including Bertrand Dumazy, Chairman and Chief Executive Officer of Edenred, Dominique D’Hinnin, lead independent director and Vice-Chairman of the Board of Directors, as well as two Employee Directors.
To find out more, consult the article I.4 of the Internal Regulations.
2023 Key figures
The members of the Edenred Board of Directors wish to abide by the following operating rules, which constitute the Internal Regulations of the Board of Directors.
These Internal Regulations form part of the market recommendations aimed at compliance with the fundamental principles of corporate governance and their objective is to supplement the articles of incorporation by specifying the Board of Directors’ organizational and operating procedures.
They may not be invoked by shareholders or third parties against the directors, the Company or any Edenred Group company.
They apply as needed to the observers appointed by the Board of Directors.
| Downloads | |
|---|---|
| Internal Regulations of the Board of Directors | PDF (227 KB) |
| Company by-laws | PDF (182 KB) |
| AFEP/MEDEF Corporate Governance Code of Listed Corporations | PDF (808 KB) |
The e-Quarter, headquarters of the Edenred Group
The Board of Directors can decide to create committees for the purpose of studying questions that it or its Chairman submits for consideration and advice. The Board sets the structure and responsibilities of the committees, which carry out their activity on the Board’s responsibility. To date, Edenred's Board of Directors has established three permanent committees:
Audit and Risks Committee
It is responsible for ensuring that the accounting methods applied for the preparation of the financial statements of the Company and the Group are appropriate and applied consistently from one period to the next. Its terms of reference also include monitoring the process of drawing up the financial information and checking that internal procedures for collecting and verifying information provide adequate assurance concerning the reliability and completeness of financial information as well as the control of Group’s risk exposure. It helps the Board of Directors to ensure the financial statements of the Company and the Group are true and fair and whether the reported information is accurate.
To find out more, consult the article III.2 of the Internal Regulations.
Chaired by Bernardo Sanchez-Incera, the Audit and Risks Committee is composed of 4 members (3 of which are independent (*)) with specific skills in finance, accounting or statutory audit:
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Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Born: 1959
FrenchHistory as a Director
- First elected as a Director: June 8, 2017 (co-opting)
- Re-elected: Once (2020 General Meeting)
- Current term expires: 2024 General Meeting
- Directorships of other listed companies: Eutelsat Communications SA, Kering, Cellnex
Dominique D’Hinnin is a graduate of École Normale Supérieure and École Nationale d’Administration. He began his career in 1986 with France's Inspection des Finances before joining Lagardère as Chief Internal Auditor in 1990. In 1993, he became Chief Financial Officer of Hachette Livre and went on to be named Executive Vice President of Grolier Inc (Connecticut, USA) in 1994. In 1998, he was appointed Chief Financial Officer of the Lagardère group, where he also held the position of co managing partner between 2009 and 2016.
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Graziella Gavezotti
Employee-representative director
Graziella Gavezotti
Employee-representative director
Born: 1951
ItalianHistory as a Director
- First appointed as a Director: June 1, 2020
- Re-appointed: 1
- Current term expires: 2026 General Meeting
- Directorships of other listed companies: Vinci
Graziella Gavezotti is a graduate of IULM University in Milan and has a degree in psychology from La Jolla University (Rijeka, Croatia). She joined Jacques Borel in 1976, opening the Italian subsidiary, where she launched Ticket Restaurant®. She successively became Sales Director in 1976, Sales and Marketing Director in 1981, General Manager in 2001 and Chair and Managing Director in 2006. In 2012, she was appointed Chief Operating Officer of Southern Europe, then Chief Operating Officer of Southern Europe and Africa in 2018. Since 2013, she has also acted as an independent director on the Board of Directors of Vinci SA.
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Monica Mondardini*
Chief Executive Officer of CIR S.p.A.
Monica Mondardini*
Chief Executive Officer of CIR S.p.A.
Born: 1960
ItalianHistory as a Director
- First elected as a Director: May 11, 2021
- Re-elected: 0
- Current term expires: 2025 General Meeting
- Directorships of other listed companies: CIR S.p.A., Hera S.p.A.
Monica Mondardini has held several international management positions within the publishing (Hachette) and insurance (Generali) sectors, which have witnessed fast-paced digitalization. She also has experience in corporate governance as Deputy Director of GEDI Gruppo Editoriale (2009-2018), and director of CIR S.p.A., a major industrial holding company listed on the Milan stock exchange.
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Bernardo Sanchez Incera*
Chairman of the Board of Directors of Coface SA
Bernardo Sanchez Incera*
Chairman of the Board of Directors of Coface SA
Born: 1960
SpanishHistory as a Director
- First elected as a director: May 11, 2022
- Re-elected: 0
- Current term expires: 2026 General Meeting
- Directorships of other listed companies: Coface SA
Bernardo Sanchez Incera has international and managerial experience, for example in banking, credit and retail, including Société Générale (2009-2018), Monoprix (2004-2009), LVMH (2001-2003), Zara France (1996-1999), Banca Jover Spain (1994-1996) and Crédit Lyonnais (1992-1994). He is currently Chairman of the Board of Directors of Coface SA.
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100%
of members are independent
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4
meetings in 2023
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94%
of attendance rate in 2023
Commitments Committee
It is responsible for preparing Board of Directors meetings and making recommendations to the Board any and all transactions, regardless of the amount, likely to affect the Group’s strategy or resulting in a material change in the Group’s business scope (especially the entry in a new business or withdrawal from an existing business); any mergers, demergers or significant asset transfers of the Company; any change in the Company's corporate purpose; any and all (immediate or deferred) financial commitments, made by the Company or by one of the Group companies, representing more than 50 million euros.
To find out more, consult the article III.3 of the Internal Regulations.
Chaired by Jean-Romain Lhomme, the Commitments Committee is composed of 4 members, 3 of which are independent (*):
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Cédric Appert
Employee-representative director
Cédric Appert
Employee-representative director
Born: 1978
FrenchHistory as a Director
- First appointed as a Director: August 1st, 2023
- Re-appointed: 0
- Current term expires: 2027 General Meeting
- Directorships of other listed companies: none
A graduate of ICAM Engineering School and ESSEC, Cédric Appert joined the Group in 2008 as Corporate Finance Manager within the Mergers & Acquisitions department before holding the position of Financial Controller Central Europe and Scandinavia in 2013. He was appointed Head of Financial Control Europe and Africa in 2015. Between 2017 and 2020, he has been Chief Financial Officer for Edenred Germany and Austria.
In 2020, he became Financial Communications and Investor Relations Director. He was appointed director representing the employees by Edenred's social and economic committee in August 2023.
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Maëlle Gavet*
Chief Executive Officer of Techstars
Maëlle Gavet*
Chief Executive Officer of Techstars
Born: 1978
FrenchHistory as a Director
- First elected as a Director: May 13, 2014
- Re-elected: Twice (2018 and 2022 General Meetings)
- Current term expires: 2026 General Meeting
- Directorships of other listed companies: Technip Energies
A graduate of La Sorbonne University, Ecole Normale Supérieure de Fontenay-Saint-Cloud and IEP Paris, in 2001 Maëlle Gavet set up Predstavitelskij.dom, a Russian corporate events company, before joining Boston Consulting Group as a partner in 2003. In 2010, she joined Ozon.ru as Sales and Marketing Director, becoming Chief Executive Officer in 2011. In 2015, she was appointed Executive Vice-President of Global Operations for Priceline Group, and then Chief Executive Officer of Compass between 2017 and 2019.
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Jean-Romain Lhomme*
Chief Operating Officer of Videlot and Chief Executive Officer of Imagine
Jean-Romain Lhomme*
Chief Operating Officer of Videlot and Chief Executive Officer of Imagine
Born: 1975
FrenchHistory as a Director
- First elected as a Director: October 3, 2013 (co-opting)
- Re-elected: 3 times (2014, 2018 and 2022 General Meetings)
- Current term expires: 2026 General Meeting
- Directorships of other listed companies: none
Jean-Romain Lhomme graduated with a degree in business administration and finance from HEC Business School in Paris and minored in international business at ESADE (Barcelona).He started his career as an analyst in New York and Brazil for the Latin American privatization team of Paribas and for Mercer Management Consulting (Oliver Wyman) as an analyst in Paris. He then worked for the Strategic Director of PPR, mostly focusing on acquisitions and new retail formats.
He joined Colony Capital in 2000 where he was Co-Head of Europe and Executive Director of the Group's various European entities until 2015.
Since then, he has been an advisor and angel investor in innovative projects.
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Philippe Vallée*
Executive Vice President, Digital Identity & Security of Thales
Philippe Vallée*
Executive Vice President, Digital Identity & Security of Thales
Born: 1964
FrenchHistory as a Director
- First elected as a Director: May 11, 2021
- Re-elected: 0
- Current term expires: 2025 General Meeting
- Directorships of other listed companies: none
Philippe Vallée has acquired recognized expertise in international management, digital technology, payment systems and IT security throughout his career, which began at Matra. He subsequently held different positions at Gemplus and then at Gemalto from 2006, where he was Chief Executive Officer between 2016 and 2019. Philippe Vallée is currently Executive Vice-President, Digital Identity and Security at Thales.
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100%
of members are independent
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5
meetings in 2023
-
100%
of attendance rate in 2023
Compensation, Appointments and CSR Committee
It prepares the Board of Directors' decisions concerning the Directors’ compensation, the Chairman of the Board of Directors and the Chief Executive Officers’ (dirigeants mandataires sociaux) compensation and benefits, the policy of allocation of stock options or performance shares, the changes in the composition of the Company’s management bodies and CSR issues.
To find out more, consult the article III.4 of the Internal Regulations.
Chaired by Dominique D'Hinnin, the Compensation, Appointments and CSR Committee is composed of 3 members, all independent (*):
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Sylvia Coutinho*
Country Head of UBS Group Brazil
Sylvia Coutinho*
Country Head of UBS Group Brazil
Born: 1961
BrazilianHistory as a Director
- First elected as a Director: March 23, 2016 (co-opting)
- Re-elected: Twice (2017 and 2021 General Meetings)
- Current term expires: 2025 General Meeting
- Directorships of other listed companies: Cosan
Sylvia Coutinho holds a degree in engineering and a post-graduate degree in economics from the University of São Paulo, as well as an MBA from Columbia University in New York. She started her career in 1984 at the banking group Citigroup, where she held several high-responsibility positions in Brazil and the United States. In 2003, she joined HSBC where she held senior positions in the wealth and asset management divisions, and notably became Head of Retail Banking and Wealth Management divisions for Latin America and Head of Global Asset Management for the Americas.
Since 2013, Sylvia Coutinho serves as the Country Head of the banking group UBS Group in Brazil and heads UBS’s Brazilian Executive Committee.
In 2018, she is appointed Head of Wealth Management Latam UBS Brazil.
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Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Dominique D'Hinnin*
Lead Independent Director and Vice-Chairman of the Board of Directors
Born: 1959
FrenchHistory as a Director
- First elected as a Director: June 8, 2017 (co-opting)
- Re-elected: Once (2020 General Meeting)
- Current term expires: 2024 General Meeting
- Directorships of other listed companies: Eutelsat Communications SA, Kering, Cellnex
Dominique D’Hinnin is a graduate of École Normale Supérieure and École Nationale d’Administration. He began his career in 1986 with France's Inspection des Finances before joining Lagardère as Chief Internal Auditor in 1990. In 1993, he became Chief Financial Officer of Hachette Livre and went on to be named Executive Vice President of Grolier Inc (Connecticut, USA) in 1994. In 1998, he was appointed Chief Financial Officer of the Lagardère group, where he also held the position of co managing partner between 2009 and 2016.
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Angeles Garcia-Poveda*
Chairman of Legrand SA
Angeles Garcia-Poveda*
Chairman of Legrand SA
Born: 1970
SpanishHistory as a Director
- First elected as a Director: May 11, 2021
- Re-elected: 0
- Current term expires: 2025 General Meeting
- Directorships of other listed companies: Legrand, Bridgepoint Group plc
Angeles Garcia-Poveda has developed expertise in strategy and talent management, notably while working at BCG (1993-2008), and in human capital, governance advisory, and management at Spencer Stuart (since 2008), where she led the EMEA region. She also has experience in governance of a listed company as both Chairman of the Board of Directors and member of the Commitments and CSR Committee of Legrand SA.
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100%
of members are independent
-
4
meetings in 2023
-
100%
of attendance rate in 2023
