Governance

Discover all the information relating to the governance of the Ipsen Group: presentation of the executive management, composition of the Board Committees, compensation paid to the Group’s officers, and individual declarations on securities transactions.

The Board of Directors sets the strategic guidelines for Ipsen’s activities and oversees implementation. Subject to the powers expressly attributed to shareholders’ meetings, the Board considers all matters regarding the operation of the company and, through its deliberations, settles any issues arising.

 

The Board of Directors sets the strategic guidelines for Ipsen’s activities and oversees implementation. The board takes in charge all issues concerning smooth running of the company and resolves with deliberation all related matters, subject to the conditions granted promptly during shareholders meetings and through its five committees.

 

Board of Directors

The Board of Directors ensures that the company’s shareholders and the general public are provided with accurate information. It ensures that the company has reliable procedures for identifying, measuring and monitoring its commitments and risks, as well as adequate financial and operational internal controls. The Board of Directors assembled fourteen times in 2016.

 

de Garidel Marc

 

Marc de Garidel

Non-executive Chairman

Read the biography

 

 

Directors

  • Marc de GARIDEL (Chairman of the Board of Directors)
  • Anne BEAUFOUR
  • Henri BEAUFOUR
  • Hervé COUFFIN1
  • Antoine FLOCHEL (Vice-president)
  • Mayroy SA (represented by Philippe Bonhomme)
  • Pierre MARTINET1
  • Michèle OLLIER1, 2
  • Hélène AURIOL-POTIER1
  • Christophe VÉROT
  • Carol XUEREF

Secretary: Olivier JOCHEM (Company Secretary)

1 Independent Directors
2 Director renewed at the General Meeting of May 31, 2016

 

 

Board Committees

The Board of Directors has set up five permanent committees and has defined both the composition and powers of these committees.

 

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 fewer than three Directors and no more than six other Directors at the most. It is presided over by a director other than the one responsible for the general management of the Company. The Strategic Committee meets at least four times a year. It met eight times in 2016.

Chairman: Marc de GARIDEL

Members

  • Anne BEAUFOUR
  • Henri BEAUFOUR
  • Antoine FLOCHEL
  • Carol XUEREF
  • Michèle OLLIER*

 

Audit Committee

The role of the Audit Committee 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 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;
  • examine the scope and approach of the audits undertaken by the statutory auditors on consolidated financial statements, including significant risks and the identification of the main uncertainties;
  • examine the detail and relevance of the fees paid by the Company and the Group to the statutory auditors and ensure that these fees and corresponding services are not liable to affect their independence;
  • take account of the annual review of major litigations.

The Audit Committee comprises no fewer than three Directors and no more than six Directors at the most, including two-thirds of independent Directors, none of whom may be the Chairman of the Board of Directors. The Audit Committee meets at least four times a year. It met six times in 2016.

Chairman: Pierre MARTINET*

Membres :

  • Hervé COUFFIN*
  • Christophe VÉROT

 

Nomination and Governance Committee 

The role of the Nomination and Governance Committee is to:

  • make any proposals to the Board concerning the re-election, replace or appoint 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 Nomination and Governance Committee comprises no fewer than three Directors and no more than six Directors at the most, including at least one independent, none of whom may be the Chairman of the Board of Directors. It meets at least twice a year. The committee met thirteen times in 2016.

Chairman: Anne BEAUFOUR

Membres:

  • Henri BEAUFOUR
  • Marc de GARIDEL
  • Hervé COUFFIN*
  • Christophe VÉROT
  • Michèle OLLIER*

 

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;
  • be informed of the recruitment of the main members of the Group’s executive management other than the CEO and the fixing and development of their compensation, in all its forms;
  • 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 no fewer than three Directors and no more than six Directors at the most, including a majority of independent Directors, none of whom may be the Chairman of the Board of Directors. It meets at least twice a year. The committee met five times in 2016.

Chairman: Antoine FLOCHEL

Membres

  • Hélène AURIOL-POTIER*
  • 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 at least no fewer than three Directors and no more than six Directors, including at least one independent. It meets at least once a year. The committee met three times in 2016.

Chairman: Hélène AURIOL-POTIER*

Membres

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

* Independent member

Last update 25/07/2016