The Supervisory Board

The Supervisory Board is composed of four members

TWO MEMBERS REPRESENTING THE MAJORITY SHAREHOLDERS

Alice Cavalier-Feuillet
President of the Supervisory Board

37, graduate of ESCP,is Senior Vice President European Corporate Opportunities at PIMCO (investment funds), after having been a Director at H.I.G. Capital and M&A analyst at Morgan Stanley. She holds 981,766 Trigano shares (14,951 directly and 966,815 via ROMAX Participations).

Séverine Feuillet
Vice-President of the Supervisory Board

42 years old,Pulmonogist, graduate of the Hospitals of Paris(Hospital Practitioner). She holds 966,825 Trigano shares (10 directly and 966,815 via PARSEV).

 

TWO INDEPENDANT MEMBERS COMPETENT IN THE BUSINESS SECTOR OF THE COMPANY

Guido Carissimo

63, graduated from La Bocconi (Milan) and Boston University. He manages a private equity fund, after having managed Trigano SpA from 1997 to 2003, and having held various financial and operational management positions within the Pirelli Group from 1982 to 1997. He owns 1,000 Trigano shares.

Jean-Luc Gérard

64, graduated from Paris- Dauphine and Duke University. He spent his career within the Ford group, where he held various general management positions, thanks to which he acquired a detailed knowledge of the distribution networks. He holds 1 Trigano share.

 

The Supervisory Board includes a member representing the employees appointed by the Group Committee on June 2, 2018 for a term of two years in accordance with Article L. 225-79-2 of the Commercial Code:

Tony Cherbonnel

50 years old, employee of LIDER since 2000. It benefits from a regular training program provided by an external organization, covering in particular the role and operation of the Supervisory Board, the rights and obligations of its members and their responsibilities. He doesn't own any Trigano shares.

In order to carry out its work, the Supervisory Board has created tree technical committees.

The Audit and Accounts Committee
It monitors and informs the Board on the following tasks:
■ the process for preparing financial information, and the review and assessment of financial documents distributed by the Company in connection with the preparation of financial statements;
■ review of the risk exposure of the Company and the Group;
■ monitoring the external control of the Company by evaluating proposals for the appointment of the statutory auditors and their compensation, and by conducting an annual review with statutory auditors of their action plans, conclusions, recommendations and the followup given to them;
■ evaluation of internal control systems with the persons in charge of them within the group. This committee is made up of both independent members of the Supervisory Board who have expertise in financial matters: Mr. Jean-Luc Gérard, who acts as chairman, and Mr. Guido Carissimo.

Appointments and Remuneration Committee
It makes recommendations on the appointment of the members of the Executive Board, the Strategic Committee and the Supervisory Board, on the annual assessment of the independence of the members of the Supervisory Board, on compliance by the members of the Executive Board and the Supervisory Board with the legal and ethical rules to which they have subscribed by accepting their terms of office, and on the balance of the composition of the Supervisory Board. This Committee also issues opinions on the remuneration policy for members of the Group Executive Board, the Chairman and Vice-Chairman of the Supervisory Board, and the main executives of the Group and makes proposals on the method for allocating the fixed annual sum allocated to the members of the Supervisory Board as remuneration for their activity.
It meets each year to review the compensation and benefits paid to the members of the Executive Board and, where applicable, to the Chairman and Vice-Chairman of the Supervisory Board. Its recommendations are based on comparative studies published by independent experts. The recommendations on the terms and conditions for the allocation of the fixed annual sum allocated to the members of the Supervisory Board as remuneration for their activity by the Shareholders' Meeting, on the proposal of the Executive Board, are formulated in such a way as to ensure that the members of the Board receive specific remuneration for their work on the technical committees.
This committee is composed of one independent member and one member representing the majority shareholder: Mr. Guido Carissimo, who chairs it, and Mrs. Alice Cavalier Feuillet.

Strategic Committee attached to the Supervisory Board
This Strategic Committee, composed of the Chairman and Vice-Chairman of the Board, is intended to enrich the Supervisory Board's reflection on the Company's strategic orientations.
To the best of the Company's knowledge, there is no potential conflict of interest between the duties of the members of the Executive and Supervisory Boards and their private interests and/or other duties. The members of the Executive Board and Supervisory Board do not benefit from any loan or guarantee granted by the Company.
No agreement has been entered into, either directly or through an intermediary, between the members of the Executive Board or Supervisory Board, where one of the shareholders holds more than 10% of the voting rights and a company controlled by Trigano within the meaning of Article L 233-3 of the French Commercial Code.