Board Committees

The Board of Directors has set up four permanent committees and has defined both the composition and powers of these committees. Each committee submits proposals and recommendations as appropriate regarding those areas for which it is responsible. The authorizations granted to the committees may not engender a delegation of the powers conferred by law or by the company’s by-laws to the Board of Directors.

Strategic Committee

The role of the Strategic Committee is to:

  • review all strategic issues and evaluate all significant proposed investments, divestments, restructurings, alliances and partnerships;
  • submit reports, proposals and recommendations on all matters falling within its scope of responsibility.

The Strategic Committee comprises the Chairman of the Board of Directors, and no less than three and not more than six other Directors.
The Strategic Committee meets at least four times a year. It met four times in 2012.

Chairman: Henri BEAUFOUR

Members

  • Anne BEAUFOUR
  • Martha CRAWFORD*
  • Antoine FLOCHEL
  • Marc de GARIDEL
  • Carol XUEREF

Audit Commitee

The role of the Audit Commitee is to:

  • evaluate the accounting policies used to prepare both the statutory and consolidated financial statements, review and assess the consolidation scope and the relevance of the accounting methods applied to the Group;
  • examine the interim statutory and consolidated financial statements, together with budgets and forecasts;
  • control the quality of and compliance with procedures, and evaluate the information received from management, internal committees and internal and external auditors;
  • monitor the effectiveness of internal control and risk-management systems;
  • supervise the selection and reappointment of the statutory auditors, and satisfy itself as to their independence.

The Audit Committee comprises three members, none of whom may be the Chairman of the Board of Directors, two of whom are independent. The Audit Committee meets at least four times a year. It met six times in 2012.

Chairman: Pierre MARTINET*

Members

  • Hervé COUFFIN*
  • Christophe VÉROT

Appointments and Governance Committee

The role of the Appointments and Governance Committee is to:

  • make any proposals to the Board concerning the re-election, replacement or appointment of new Directors;
  • provide an opinion on the appointment or replacement of the Chief Executive Officer and Deputy Chief Executive Officers if required;
  • prepare the annual executive session of the Board of Directors regarding its method of operation;
  • give an opinion on independent members of the Board of Directors.

The Appointments and Governance Committee comprises three members, none of whom may be the Chairman of the Board of Directors. It meets at least twice a year. The committee met four times in 2012.

Chairperson: Anne BEAUFOUR

Members

  • Hervé COUFFIN*
  • Christophe VÉROT

Compensation Committee

The role of the Compensation Committee is to:

  • make proposals to the Board of Directors on all components of the compensation paid to the Group’s officers, members of executive management and senior executives;
  • give an opinion on the amount and distribution of Directors’ fees;
  • make recommendations to the Board of Directors on Group compensation policies and employee savings plans, employee share ownership, stock options and bonus shares or any other similar compensation.

The Compensation Committee comprises three members, two of whom are independent. It meets at least twice a year. The committee met five times in 2012.

Chairman: Antoine FLOCHEL

Members

  • Gérard HAUSER*
  • Pierre MARTINET*

Ethics Committee

The role of the Ethics Committee is to:

  • review the definition of the Group’s fundamental values and its ethics and compliance policy;
  • submit recommendations on ethics and compliance to the Board of Directors; discuss all issues related to ethics and compliance submitted by the Board;
  • ensure the dissemination of the Code of Ethics and general ethics policies defined by the Group and their update;
  • ensure the implementation, follow-up and efficiency of procedures to disseminate the Code of Ethics and wider policies, and ensure they are embraced and complied with across the Company;
  • examine Ipsen’s risk mapping from an ethics and compliance standpoint;
  • examine the ethics and compliance activity report;
  • receive any information concerning potential breaches to the respect of the ethics and compliance policy and examine the necessary action plans.

The Ethics Committee comprises three members, two of whom are independent. It meets at least once a year. The committee met twice in 2012

Chairman: Gérard HAUSER*

Members

  • Mayroy SA (represented by Philippe Bonhomme)
  • Carol XUEREF

*independent member