The company does not refer to any corporate governance code drawn up by an organisation representing companies and in particular not the AFEP and MEDEF organisations, issued in December 2008.
Beyond the legal requirements, the company has set itself the following corporate governance rules.
- Management
- Board of Directors and its committees
Members of the Board of Directors
Thierry BOIRON, Director, Chairman of the Board of Directors
Christian BOIRON, Director, General Manager
Jacky ABECASSIS, Director
Michel BOUISSOU, Director (in place of F & MB CONSEIL company)
Michèle BOIRON, Director
Stéphanie CHESNOT, Director
Jean-Pierre BOYER, Director
Bruno GRANGE, Director
Christine BOYER-BOIRON, Director
François MARCHAL, Director
Société PIERRE FABRE SA, Director (Permanent representative: Eric DUCOURNAU)
The Audit Committee
The Audit Committee was formed during the Board Meeting on May 18, 2000, and is composed Jean-Pierre Boyer, Stéphanie Chesnot, Michel Bouissou who is considered independent, in accordance with the conditions defined by the Board.
A charter describes the different tasks and ways of operating of this Committee, summarised below.
-
The Audit Committee examines the financial statements and the financial information supplied to shareholders and to the market. For this purpose, it checks the employees responsible for preparing the accounts of Boiron France and of the group as well as the statutory auditors.
It assesses in particular the adequacy of provisions recorded in respect of known risks. Where necessary, it examines the procedures for assessing acquisition transactions and transfers of significant assets.
It participates in drawing up the annual audit plan, monitors the works planned by the internal audit department and the recommendations issued by the latter. Within this scope, it holds meetings with the manager of the Internal Audit Department and the audit reports are regularly submitted to it. - The Committee has no decision-making power and the conclusions on its works and proposals are reserved for the Board.
The Compensation Committee
The membership of the Compensation Committee, established at the February 5, 2003 meeting of the Board of Directors, is as follows:
- Mr. Michel Bouissou, representing the company F & M.B. Conseil, Chairman; and
- Mr. Bruno Grange, Member
Its role consists in examining and proposing to the Board of Directors the amounts and terms and conditions of fixed and variable compensation, including benefits in kind and deferred compensation, for the Chairman, Chief Executive Officer, and deputy Chief Executive Officer. Its operating procedures and powers are described in a charter.
- Internal Control
Company policy consist to develop the sensitivity of each employee, each service, each area of the responsibilities and risks inherent to the position occupied in order to that each and all, they can continuously monitor and ensure the achievement of their objectives.
Among the key players we have:
- The Board of Directors and the Audit Committee;
- The Management Commitee composed of the CEO, the Deputy CEO and the CEOs assistants;
- The head pharmacist;
- The Regulatory Affairs Department;
- The Legal Department;
- The Financial Risks Committee;
- The Internal Audit Departement.
Functioning of Internal Audit Department
Attached to Senior Management, it examines the adequacy and efficacy of the organisation's internal control system. In this connection, it makes recommendations and ensures they are followed up. It acts in purely financial fields and in more operational matters (purchase process analysis, sales etc.) in France and internationally.
- Statutory Auditors
