Board of Directors
Membership
Effective May 3, 2013, the Board of Directors has 12 members, seven of whom are independent directors. The Board reviews the qualification of the directors as independent annually before release of the 'Document de Référence', on the basis of the AFEP-MEDEF report.
The corporate governance rules of the New York Stock Exchange differ from the regulations and recommendations applicable in France, especially those governing the definition of director independence and the role and operation of the Board’s committees.
As a non-U.S. listed company, we are exempted from many of these corporate governance rules, which are applicable to U.S. listed companies. For example, our Board has not formally determined which of its directors meet NYSE independence standards, and non-management directors do not meet regularly.
Our Appointment & Remuneration Committee is not made up exclusively of independent directors, and the Board’s internal charter does not address committee purposes and responsibilities in the manner specified by the NYSE rules applicable to nominating, compensation and audit committees. However, our Audit Committee members meet the independence test for audit committee members established by the SEC, and we believe that they also meet the definition of ‘‘independence’’ under the NYSE rules.
The Board of Directors is chaired by Mr. Robert Brunck and the members of the Board of Directors are:
| Name | Position | Initially Appointed |
Term Expires |
| Mr. Robert Brunck | Chairman of the Board | 1998 | 2016 |
| Mr. Jean-Georges Malcor | Chief Executive Director and Director |
2011 | 2015 |
| Mr. Olivier Appert | Director | 2003 | 2016 |
| Mr. Loren Carroll* | Director | 2007 | 2017 |
| Mr. Rémi Dorval* | Director | 2005 | 2014 |
| Mr. Robert F. Semmens | Director | 1999 | 2015 |
| Mr. Daniel Valot | Director | 2001 | 2016 |
| Mrs. Agnès Lemarchand* | Director | 2012 | 2017 |
| Mr. Terence Young* | Director | 2007 | 2017 |
| Mrs. Kathleen Sendall* | Director | 2010 | 2014 |
| Mrs. Gilberte Lombard* | Director | 2011 | 2015 |
| Mrs. Hilde Myrberg* | Director | 2011 | 2015 |