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Technip continually improves its corporate governance practices. As part of this ongoing improvement, the Board of Directors has drawn up a charter defining the rights and duties of Board members, as well as a set of internal rules for the Board itself and for its committees.
In addition, at the end of 2008, Technip declared it was voluntarily referring to and applying the entire Afep / Medef corporate governance code for listed companies.
All Technip’s activities are governed by the Group Values and the six charters that explain them in more detail, particularly the Ethics charter.
A specific charter setting out the rules governing the behavior of Technip directors was put in place in April 2003 and updated in December 2008.
Thierry Pilenko (Chairman and CEO)
Alexandra Bech Gjørv*
C. Maury Devine*
Gérard Hauser* (Senior Independent Director)*
* Independent directors
The Board of Directors, which determines the Company’s strategic directions and monitors their implementation, met ten times during 2011. In making decisions, the Board takes into account the recommendations of its four specialized committees.
In accordance with its internal rules, the Board must evaluate its operating policies at intervals of no more than 3 years.
In this regard, the Board of Directors, with the assistance of an external consultant, carried out a comprehensive assessment 2011. The Board of Directors took note of the findings in the consultant’s report, which portrays a very positive assessment of the functioning of the Board of Directors with a collegial atmosphere of complete trust and transparency in relations with the Company’s senior management, as well as proposed recommendations in order to pursue improvements.
The Board of Directors have decided upon the composition of its Committees as follows:
The Committee comprises: Pascal Colombani (Chairman), Alexandra Bech Gjørv, Leticia Costa, Marie-Ange Debon, Pierre-Jean Sivignon.
The role of this committee is to enable the Board to ensure the quality of internal controls as well as the integrity of the information disclosed to shareholders and financial markets.
The Committee is made up of Gérard Hauser (Chairman), C. Maury Devine and John O’Leary.
The purpose of this committee is to make recommendations to the Board on the appointment of directors and to examine the policy regarding compensation of Executive Committee members and top management within the Group.
Members of the Committee are: Pascal Colombani (Chairman), Joseph Rinaldi (Vice Chairman), Olivier Appert, Manisha Girotra, Gérard Hauser and John O’Leary. The main role of this committee is to examine Technip’s overall strategy (strategic orientations, plans and budgets, investments, acquisitions and disposal of assets) as proposed by the Company’s Chairman and CEO.
Members of the Committee are: Joseph Rinaldi (Chairman), Olivier Appert, Alexandra Bech Gjørv and C. Maury Devine. The role of this committee is to promote best practices regarding governance and ethics within the Group.
The auditors’ current 6-year term is due to expire at the end of the Annual General Meeting of Shareholders convened to approve the accounts for the 2015 financial year.